Marks and Spencer 2008 Annual Report Download - page 53

marksandspencer.com/annualreport08 MARKS AND SPENCER GROUP PLC 51
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Shareholder information
Deputy Chairman
Sir David Michels is appointed Deputy Chairman with effect from 1 June 2008, and will continue in his role as Senior Independent
Director. On appointment to his new role, Sir David will have an agreement for service which requires six months’ notice by either
party (currently three months).
Non-executive directors
The non-executive directors have agreements with the Company for an initial three-year term, which are terminable on three
months’ notice by either party. Jack Keenan retired from the Board on 10 July 2007. Martha Lane Fox joined the Board on
1 June 2007.
Executive directors
Sir Stuart Rose is appointed Executive Chairman with effect from 1 June 2008.
All senior managers, including executive directors, have service contracts. These contracts can be terminated by the Company
giving 12 months’ notice and by the employee giving six months’ notice. Sir Stuart Rose will remain on the same contract terms
when he is appointed Executive Chairman.
The Company retains the right to terminate the contract of any executive director summarily, in accordance with the terms of their
service agreement, on payment of a sum equivalent to the contractual notice entitlement of 12 months’ salary and specified benefits.
In the case of all current executive directors, the Company reserves the right on termination to make phased payments which are
paid in monthly instalments and subject to mitigation. Entitlement to participate in share schemes ceases on termination.
Contract terms and current annual salaries/fees for all members of the Board
Committee Committee Current annual
Date of Notice period/ Basic salary/fee1member fee chair/SID fee salary/fee
Name appointment unexpired term £000 £000 £000 £000
Chairman
Lord Burns 01/10/05 12 mths/6 mths 450 – – 450
Chief Executive
Sir Stuart Rose 31/05/04 12 mths/6 mths 1,130 – – 1,130
Executive directors
Kate Bostock 10/03/08 12 mths/6 mths 500 – – 500
Ian Dyson 27/06/05 12 mths/6 mths 675 – – 675
Steven Esom 10/03/08 12 mths/6 mths 535 – – 535
Steven Sharp 08/11/05 12 mths/6 mths 565 – – 565
Non-executive directors
Jeremy Darroch 01/02/06 3 mths/3 mths 55 6 12 73
Martha Lane Fox 01/06/07 3 mths/3 mths 55 12 – 67
Steven Holliday 15/07/04 3 mths/3 mths 55 12 – 67
Sir David Michels201/03/06 3 mths/3 mths 55 12 12 79
Louise Patten 01/02/06 3 mths/3 mths 55 6 12 73
1 From 1 January 2008 for Sir Stuart Rose and Steven Sharp and 10 March 2008 for Kate Bostock, Ian Dyson and Steven Esom.
2 Sir David Michel’s basic fee will increase to £245,000 per annum on 1 June 2008 on his appointment to Deputy Chairman. This fee is inclusive of all committee memberships
and his continuing role as Senior Independent Director. In addition, the notice period for his agreement will increase to six months for both parties.
What is the shareholding policy for executive directors?
The current shareholding policy for executive directors was introduced from 1 June 2002. All executive directors are required
to hold a defined percentage of salary (200% for Chief Executive and 100% for all other executive directors) within a five-year
period from their date of appointment. The relevant salary is at date of appointment and the share market value is measured
at the current date. Currently, all executive directors have either met, or are on target to meet, their required shareholding.
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