Marks and Spencer 2007 Annual Report Download - page 45

For institutional investors the focal point for contact is through
our Investor Relations department where regular dialogue is
maintained throughout the year. In 2006 the team won an award
for their communication and management services to the
investor community and were also highly commended for the
most progress in investor relations in a FTSE 100 company.
Our Chairman, Chief Executive and Group Finance Director play
key roles in our relationship with major shareholders and the
presentations of full and half year results are attended by all the
executive directors. The Senior Independent Director is also
available for shareholders as required. The Board is regularly
updated on the views of our major shareholders by the
Chairman following meetings they have with him, the Chief
Executive, the Group Finance Director or Investor Relations.
In June the Board receives a presentation from external advisers
summarising the opinions of our principal shareholders,
following an extensive survey of their views after the release of
our year end results. This assists with the preparation for the
AGM, held in July, at which the Board's annual review is given
to shareholders and through which the support of shareholders
is secured by voting on resolutions, both via Proxy and in
person.
Our AGM is an important day in our corporate calendar, and is
well attended by shareholders. In 2005 and 2006 the AGM was
held at the ICC in Birmingham and in 2007 will return to
London, being held at Earls Court 2 on 10 July 2007. Prior to
the meeting an exhibition is hosted by our senior retail and
business managers, who are available for questions, as are the
Chairman, Chief Executive and other members of the Board.
Shareholder topics cards are sent with the Notice of Meeting
giving shareholders further opportunity to make their views
known to us. The three most frequently raised topics are
addressed at the meeting and a summary of all comments
passed to the Board and directors of each business unit.
Business presentations given on the day by the Chairman and
Chief Executive are available on our website after the meeting,
as are the questions raised during the meeting and answers
provided.
The Board continues to encourage increased shareholder
voting, with further focus on the electronic voting systems
available. In 2006 87% of the proxy votes received were lodged
through the CREST system. We encourage private investors to
vote either electronically through www.sharevote.co.uk, by proxy
card or at the meeting. Since 2004 voting at the meeting has
been conducted by poll, using the electronic Votenow system,
rather than a show of hands. This gives a more democratic
result as all shares represented at the meeting and those lodged
before the meeting are included on a one share one vote basis.
All resolutions are voted separately using three way voting, as
recommended by the Code. Our Registrar records all Proxy
votes received up to 48 hours prior to our AGM and report the
votes For, Against or Vote withheld to the Chairman prior to the
meeting. These votes are included in the indicative poll result
screened at the meeting. The final results are announced via the
London Stock Exchange and published on our website following
independent verification by our registrars.
In 2006 votes cast represented 52% of the ordinary share
capital. All resolutions were passed with votes For resolutions
ranging from 86% to 99%. The 2006 AGM was attended by all
directors, including the Chairman of the Audit (Kevin Lomax),
Remuneration (Jack Keenan) and Nomination Committees
(Lord Burns), who were available for questions.
At the 2007 AGM, in addition to the routine resolutions,
shareholders will be asked to vote on:
• amendments to the Articles of Association, including
electronic communication; and
• renewal of the All Employee share plan.
Many shareholders are also customers and in 2006 we sent
Spend and Save vouchers to our shareholders. These again
proved very popular. The offer for 2007/08 is being extended to
technology products and the convenience of shopping online.
Vouchers will be distributed with the January dividend and be
valid throughout February and March 2008.
Compliance with the Combined Code 2006
For the year ended 31 March 2007 the Company complied with
all the provisions of the Code.
Governance of the Group’s pension schemes
The Group operates a defined benefit scheme for all employees
with an appointment date prior to 1 April 2002 and a defined
contributory scheme open to those joining the Company on
or after 1 April 2002. More information is given in note 11 on
page 67-70.
The Board of the Pension Trust (‘Trustee Board’) manages
the assets of the pension schemes which are held under trust
separately from those of the Group. The Board comprises
Tony Watson as independent Chairman and Law Debenture
Trust as independent Trustee, together with five company
representatives and five member representatives.
In January 2007 the Company announced that the triennial
actuarial valuation of the Marks & Spencer UK defined benefit
pension scheme at 31 March 2006 resulted in a deficit of
£704m. The IAS 19 valuation as at 30 September 2006 was a
deficit of £1,031.7m. The Company has agreed with the Trustee
to fund the deficit by contributing £500m of value via an interest
in a property-backed partnership, with the remainder being
met by investment returns on the assets. We consulted with
employees on a range of choices about how their pension
builds up in the future. There are three options from which
members can choose. With one of the options, members
would make contributions to the scheme; with the other two,
members would not.
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