Marks and Spencer 2008 Annual Report Download - page 45

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Consideration was given when recruiting below Board level as to whether further progression on the Board was possible, as
demonstrated by the promotion of two new executive directors and the increased responsibility given to Ian Dyson as Group
Finance and Operations Director.
On 22 May 2007 we announced the appointment of a new non-executive director, 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 the Chief Executive and the preferred candidate then seen by a wider group of directors. A search
led by Sir David Michels on behalf of the Committee is currently under way for a new non-executive director which is being conducted
through an external search consultancy.
Attendance
The following table sets out the number of meetings of the Board and its governance committees during the year and individual
attendance by Board and committee members at those meetings. Directors who were unable to attend Board or committee
meetings reviewed the relevant papers and provided comments prior to the meeting to the Chairman, or Committee Chairman,
as appropriate.
Group Audit Remuneration Nomination
Board Committee Committee Committee
Name of Director A B A B A B A B
Lord Burns, Chairman 9 9 – – – – 2 2
Sir Stuart Rose, Chief Executive 9 9 – – – – 2 2
Executive Directors
Kate Bostock (appointed 10 March 2008) 1 1 – – – – – –
Ian Dyson 99 –– –– ––
Steven Esom (appointed 10 March 2008) 1 1 – – – – – –
Steven Sharp 9 9 – – – – – –
Non-Executive Directors
Jeremy Darroch 9 9 4 4 – – 2 2
Martha Lane Fox (appointed 1 June 2007)176 32 32 1–
Steven Holliday298 43 54 22
Jack Keenan (retired 11 July 2007) 3 3 1 1 2 2 1 1
Sir David Michels396 42 53 22
Louise Patten 9 9 – – 5 5 2 2
A = Maximum number of meetings the director could have attended.
B = Number of meetings the director actually attended.
1 Martha Lane Fox was unable to attend meetings of the Board on 8 February 2008, the Audit and Remuneration Committees on 27 February 2008 and the Nomination Committee
on 29 February 2008 as she was in hospital.
2 Steven Holliday was unable to attend meetings of the Audit and Remuneration Committees on 15 May 2007 and the Board on 5 November 2007 due to overseas commitments
with National Grid plc.
3 Sir David Michels was unable to attend meetings of the Board on 9 and 21 May and 5 November 2007; the Audit Committee on 15 May and 31 October 2007; and the
Remuneration Committee on 15 and 21 May 2007 due to overseas business commitments already planned prior to his appointment to the M&S Board.
Accountability and audit
The Group’s overriding corporate objective is to maximise long-term shareholder value whilst exceeding the expectations of
our customers, employees and partners. In doing so, the directors recognise that creating value is the reward for taking and
accepting risk.
The Board has overall responsibility for the Group’s approach to assessing risk and systems of internal control, and for monitoring
their effectiveness in providing shareholders with a return that is consistent with a responsible assessment and mitigation of risks.
This includes reviewing financial, operational and compliance controls and risk management procedures. The role of executive
management is to implement the Board’s policies on risk and control, and to provide assurance on compliance with these policies.
Independent assurance is provided by internal audit, which operates across the Group, and the external auditors. All employees
are accountable for operating within these policies.
Because of the limitations that are inherent in any system of internal control, this system is designed to manage, rather than eliminate,
the risk of failure to achieve corporate objectives. Accordingly, it can only provide reasonable but not absolute assurance against
material misstatement or loss.
marksandspencer.com/annualreport08 MARKS AND SPENCER GROUP PLC 43
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