Marks and Spencer 2009 Annual Report Download - page 16

12 Marks and Spencer Group plc Annual report and financial statements 2009 Directors’ report
Board of Directors
1. Sir Stuart Rose Chairman Appointed in May 2004.
Age 60. Stuart was appointed Executive Chairman in
June 2008. He is a non-executive director of Land
Securities plc and Chairman of Business in the
Community. Stuart began his career in retail at Marks &
Spencer in 1972 where he remained until 1989, before
going on to become the Chief Executive of a number of
well known UK retailers, including Argos plc, Booker plc
and Arcadia Group plc. Stuart was knighted in 2008.
2. Sir David Michels Deputy Chairman
 (Chairman) Appointed in March 2006. Age 62.
David is Deputy Chairman, Chairman of the Nomination
Committee and senior independent director. He is senior
independent director of easyJet plc and has been
appointed interim Chairman with effect from 1 July
2009. David is a non-executive director of Strategic
Hotels & Resorts and Jumeriah Group, Dubai.
He was previously senior independent director
of The British Land Company plc, non-executive
director of Arcadia Group and Chief Executive of
Hilton Group plc. David was knighted in 2006.
3. Ian Dyson Group Finance and Operations Director
Appointed in June 2005. Age 46. Ian joined Marks &
Spencer as Group Finance Director, becoming Group
Finance and Operations Director in March 2008. Ian was
formerly Finance Director of The Rank Group plc. Prior to
this he was Group Financial Controller of Hilton Group plc.
Ian was a non-executive director of Misys plc until
September 2005.
4. Kate Bostock Executive Director, Clothing
Appointed in March 2008. Age 52. Kate joined Marks &
Spencer in October 2004. Previously Kate was Product
Director for Childrenswear at Next from 1994, before
joining Asda in 2001 as Product Director for the George
Global Brand. She was responsible for the launch of the
standalone George concept and the launch of the George
brand globally.
5. Steven Sharp Executive Director, Marketing
Appointed in November 2005. Age 58. Steven joined
Marks & Spencer in May 2004. He is a non-executive
director of Adnams plc and an elected member of the
Tate Members’ Council. Steven has previously been
Marketing Director at Asda, the Burton Group, Booker plc
and Arcadia Group plc.
Independent
Audit Committee
Remuneration Committee
Nomination Committee
12345
Governance overview
by Sir David Michels, Deputy Chairman
A strong Board
A strong Board makes a significant difference
to a company’s ability to create value. As
Deputy Chairman I lead on all governance
issues including the annual review of Board
and individual directors’ effectiveness, and
the implementation of a successful
succession strategy for the business.
A key task, given to me in my first few
weeks as Deputy Chairman, was to recruit
a new independent non-executive director.
In October 2008 we appointed Jan du Plessis
to that role. He joins me and the other four
non-executive directors who are independent
and bring an external dimension to the
Board, drawing on their wide range of
experience across industry sectors.
Succession timetable
We have always said that our aim is to
develop a strong management team and
appoint a successor as Chief Executive
internally if appropriate. That was the genesis
of the decision the Board took in 2008,
when it concluded that it would be in the
best interests of the Company to retain
Sir Stuart Rose until 2011.
If internal succession is appropriate, we
would expect to announce the appointment
of a new Chief Executive during 2010. Stuart
would then stay on for a suitable period to
affect a smooth transition before we identify
an independent Chairman and revert to
recommended best practice.
In the event that internal succession is not
an option, we will instigate a search and
appoint a new Chief Executive during 2010.
In this case, Stuart would again stay on to
ensure a seamless transition before being
replaced by an independent Chairman.
Voting at this year’s AGM
You will have seen that the Local Authority
Pension Fund Forum (LAPFF) has filed a
shareholder resolution. Although LAPFF
continues to have confidence in Stuart’s
leadership and is not advising its members
to vote against his re-election, it is calling
for M&S to split the role of Chairman and
Chief Executive, appointing an independent
Chairman by 2010.
The M&S Board is fully aware of its
governance responsibilities and for that
reason has always been transparent about
the reasons for Stuart taking on the role of
Executive Chairman.
We remain strongly of the view that the
current combined role is the right choice
for M&S at this time, and that we have an
appropriate succession timetable in place
to lead M&S through this challenging period.
For this reason we recommend that
shareholders vote against the LAPFF
resolution.
Please refer to the Notice of Meeting
(enclosed) to read the LAPFF resolution
and our response, as well as full details
on how to vote.
Sir David Michels Deputy Chairman
See pages 50 to 61 for the full
governance report