Marks and Spencer 2007 Annual Report Download - page 39

www.marksandspencer.com/annualreport2007 MARKS AND SPENCER GROUP PLC 37
Remuneration Committee
The Remuneration Committee comprises four independent non-
executive directors. Louise Patten took over the Chair of the
Committee on 1 January 2007. The other members are Steven
Holliday, Jack Keenan and Sir David Michels. Jack Keenan was
Committee Chairman until 31 December 2006 and will remain a
member of the Committee until he retires from the Board
following the AGM on 10 July 2007. Sir David Michels was
appointed to the Committee on 26 May 2006 and Kevin Lomax
was a member of the Committee until he retired from the Board
on 31 August 2006. Martha Lane Fox will join the Committee on
1 June 2007.
It met eight times during the year and its primary role is to
recommend to the Board the remuneration strategy and
framework, giving due regard to the financial and commercial
health of the Company and to ensure the executive directors
and senior management are fairly rewarded for their individual
contributions to the Company’s overall performance. The
remuneration of the non-executive directors is determined by
the Chairman and the executive directors.
The Remuneration Report is set out on pages 44-50 as required
by the Directors' Remuneration Report Regulations 2002.
Nomination Committee
The Nomination Committee comprises the Chairman, the
Chief Executive and five independent non-executive directors,
Lord Burns is Committee Chairman. The other members are
Jeremy Darroch, Steven Holliday, Jack Keenan, Sir David Michels,
Louise Patten and Stuart Rose. Kevin Lomax was a member of
the Committee until he retired from the Board on 31 August
2006. Stuart Rose joined the Committee on 24 January 2007.
Jack Keenan will retire as a Committee member when he retires
from the Board following the AGM on 10 July 2007.
Martha Lane Fox will join the Committee on 1 June 2007.
It met once during the year as the review of senior succession
was conducted by the full Board in June 2006, rather than the
Committee. Its role is to ensure that appropriate procedures are
in place for the nomination, selection, training and evaluation of
directors and for successional plans. The Committee reviews
the Company’s Board structure, size, composition and
successional needs, thereby keeping under consideration the
balance of membership and the required blend of skills,
knowledge and experience of the Board. Appointments are
made on merit and against objective criteria to ensure that the
Board maintains an appropriate balance of skills and
experience.
On 22 May 2007 we announced the appointment of a new
non-executive, Martha Lane Fox, with effect from 1 June 2007.
This followed a search by an external search consultancy
commissioned by the Nomination Committee. The candidates
were shortlisted by the Chairman and Chief Executive and the
preferred candidate then seen by a wider group of directors.
Under the Company’s Articles of Association, all directors
seek election at their first Annual General Meeting following
appointment and all directors are required to offer themselves
for re-election at least every three years. Following the
introduction of The Employment Equality (Age) Regulations 2006
and the repeal of a provision in the Companies Act 1985, it is
proposed that the requirement in our Articles for directors
reaching the age of 70 or more to retire and seek re-election
annually, be removed. An amendment to the Company’s Articles
is to be proposed at the 2007 AGM.
How we do business Committee
The Corporate Social Responsibility Committee, was
reconstituted in November 2006 as an Executive Committee,
called the How we do business (‘HWDB’) Committee, to
ensure that the ‘way we do business’ is integral to the way
the business operates. It comprises Stuart Rose (Chairman),
Steven Sharp and 10 members of senior management who hold
responsibilities for key aspects of our social, environmental and
ethical performance. Paul Myners was Committee Chairman
until he retired from the Board on 11 July 2006. Lord Burns
was a Committee member becoming Committee Chairman
on 12 July 2006. Both Lord Burns and Jack Keenan left the
Committee when it was reconstituted in November 2006.
The Committee’s primary aim is to oversee the implementation
of Plan A, a business-wide ‘eco plan’ impacting on every
part of the Company’s operations over the next five years,
whilst providing the Board with an overview of the social,
environmental and ethical impacts of the Group’s activities and
how they are being managed. The key commitments set out in
Plan A, on climate change, waste, raw materials, fair trade and
healthy eating are reviewed and their implementation overseen
by the Committee.
Further information is given on pages 10-11 and in our
HWDB report, available on the Company's website at
www.marksandpsencer.com/howwedobusinessreport2007,
which details our commitments and performance to date,
including references to the United Nations Global Reporting
Index.
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