Marks and Spencer 2008 Annual Report Download - page 49

Private investors
Private investors own a high percentage of our shares
compared to most other large UK companies. The Board is
also interested to know their views and we make a special
effort to ensure communications and policies are appropriate
to their needs. They can contact us in writing, by email at
[e-mail], or by telephone on
0845 609 0810 for shareholder queries and 0845 302 1234
for customer queries.
In January 2008 we consulted with shareholders on electronic
communication – nearly 40,000 shareholders confirmed that
they wished to continue to receive hard copy documents,
such as the Annual report. The remainder will be notified
when the Annual report is available on our website. However,
all shareholders will continue to receive an AGM Notice of
Meeting, together with key financial and governance
information to enable them to vote.
Postage-paid topics cards are sent with the AGM 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
is given to the Board and directors of each business unit.
Our registrars, Equiniti, continue to enhance their services for
shareholders through their website at shareview.co.uk. This
offers a number of capabilities ranging from electing to receive
communications electronically to checking shareholdings and
dividend information online.
Many shareholders are also customers and each year we
send them Spend and Save vouchers to use in our stores.
These are very popular, and in spring 2008 the offer was
extended to technology products and online shopping.
Annual General Meeting
The AGM is an important event in our corporate calendar
and is well attended by shareholders. Prior to the meeting
an exhibition is hosted by our senior retail and business
managers. The meeting commences with a business
presentation and then the Chairman, Chief Executive
and other members of the Board answer questions raised
by shareholders. All directors are present, including the
Chairman of the Audit, Remuneration and Nomination
Committees. Shareholders are then invited to vote on the
resolutions contained in the Notice of Meeting, which is
sent to them at least 20 working days beforehand. The
business presentation, voting results and a summary of
the questions raised and answers given at the meeting
are made available on our website.
In 2007, 89.6% of the proxy votes received were lodged
through the CREST system. We encourage private investors
to register their vote before the meeting on the website at
sharevote.co.uk or by proxy card.
Since 2004 voting at the meeting has been conducted by
poll, using the electronic Votenow system, rather than on
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.
Our registrars record 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. In 2007 votes cast represented 53.5% of
the ordinary share capital. All resolutions were passed with
votes ‘For’ resolutions ranging from 94.7% to 99.9%.
The next AGM will be held on Wednesday 9 July 2008 at the
Royal Festival Hall in London. In addition to routine resolutions,
shareholders will be asked to vote on the adoption of new
Articles of Association enabling us to benefit from the recent
changes brought about by the Companies Act 2006.
Compliance with the Combined Code
The Company complies with all the provisions of the Code
with the following exceptions:
• throughout the year ended 29 March 2008: the Board
did not fully consult major shareholders in advance of
our announcement on 10 March that our Chief Executive
would become Chairman from 1 June 2008 (A.2.2); and
• from 1 June 2008: the role of Chairman and Chief
Executive will be exercised by the same individual (A.2.1)
and our Chief Executive will become Chairman (A.2.2).
Our reasons for departure from the Code are set out on
page 39.
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 contribution scheme open to those joining the
Company on or after 1 April 2002. More information is given
in note 11 on pages 70 to 72.
The Board of the Pension Trust (‘Trustee Board’) manages
the assets of the pension scheme 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.
The Trustee Board has reviewed the external auditor
appointment and appointed KPMG LLP in place of
PricewaterhouseCoopers LLP with effect from February 2008.
The Trustee Board has also carried out a review of its own
performance through questionnaire responses, one-to-one
discussions and collective agreement of areas of focus for
future development.
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