Marks and Spencer 2008 Annual Report Download - page 37

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Business review
The Companies Act 1985 requires the Company to set out in
this report, a fair review of the business of the Group during the
financial year ended 29 March 2008, including an analysis of
the position of the Group at the end of the financial year, and
a description of the principal risks and uncertainties facing the
Group (known as a ‘Business review’).
The information that fulfils the Business review requirements
can be found in the following sections of this report. All the
information detailed in these sections is incorporated by reference
into this report and deemed to form part of this report:
• Chairman’s foreword on page 4;
• Chief Executive’s statement on pages 5 to 8;
• Group Finance and Operations Director’s statement
on page 9;
• Financial review on pages 33 and 34;
• Principal risks and uncertainties on pages 44 and 45;
• Key performance indicators on pages 2 and 3; and
• Environmental, employee and social and community matters
on pages 30 and 31 and within the How we do business report
available
on our website at
marksandspencer.com/annualreport08
Pages 35 to 38 inclusive (together with the sections of the
Annual report incorporated by reference) consist of a Group
Directors’ report that has been drawn up and presented in
accordance with, and in reliance upon applicable English
company law and the liabilities of the directors in connection
with that report shall be subject to the limitations and
restrictions provided by such law.
Principal activities
Marks and Spencer Group plc is the holding company of
the Marks & Spencer Group of companies (the ‘Group’).
We are one of the UK’s leading retailers, with over 21 million
people visiting our stores each week. We offer stylish, high
quality, great value clothing and home products, as well as
outstanding quality food, responsibly sourced from around
2,000 suppliers globally. We employ over 75,000 people
in the UK and abroad, and have 622 UK stores, including
Simply Food franchised stores, as well as an expanding
international business.
Profit and dividends
The profit for the financial year, after taxation, non-equity
dividends and minority interests amounts to £821.7m (last year
£659.9m). The directors have declared dividends as follows:
£m
Ordinary shares
Paid interim dividend of 8.3p per share 140.1
(last year 6.3p per share)
Proposed final dividend of 14.2p per share 217.9
(last year 12p per share)
Total ordinary dividend, 22.5p per share 358.0
(last year 18.3p per share)
The final ordinary dividend will be paid on 11 July 2008 to
shareholders whose names are on the Register of Members
at the close of business on 30 May 2008.
Share capital and control
(i) Structure
The information in this section is given pursuant to section 992
of the Companies Act 2006 and is correct as at 29 March 2008.
The Company’s authorised share capital was £800,000,000
divided into 3,200,000,000 ordinary shares of 25p each
and there were 1,586,478,423 ordinary shares in issue.
The ordinary shares are listed on the London Stock Exchange
and can be held in certificated or uncertificated form.
The rights and obligations attaching to the Company’s
ordinary shares, in addition to those conferred on their holders
by law, are set out in the Company’s Articles of Association,
a copy of which can either be viewed on our website
marksandspencer.com/thecompany or obtained by writing
to the Company Secretary, or from Companies House in the
UK. The holders of ordinary shares are entitled to receive the
Company’s report and accounts, to attend and speak at
general meetings of the Company, to appoint proxies and to
exercise voting rights.
Changes to the Company’s Articles must be approved by
special resolution of the Company. New Articles are being
proposed at this year’s Annual General Meeting (AGM) which
include a number of changes, some of which may impact on
the rights, obligations, restrictions on transfer or voting rights
attaching to those shares. Explanatory notes relating to these
changes are included in the appendix to the Notice of Meeting
booklet which accompanies this report.
Group Directors’ report
marksandspencer.com/annualreport08 MARKS AND SPENCER GROUP PLC 35
About us
Key performance
indicators Business review Financial statements
Shareholder
information
Interests in voting rights
Information provided to the Company pursuant to the Financial Services Authority’s (FSA) Disclosure and Transparency Rules
(DTRs) is published on a Regulatory Information Service and on the Company’s website. As at 6 May 2008, the Company had
been notified under DTR5 of the following significant holdings of voting rights in its shares:
% of share
Ordinary shares capital Nature of holding
Brandes Investment Partners, L.P (21.03.07) 111,595,173 6.57% Indirect Interest
Capital Research and Management Company (11.04.08) 86,833,000 5.47% Indirect Interest
Legal & General Group plc (26.03.08) 72,771,104 4.57% Direct Interest
Financial review Governance