Marks and Spencer 2009 Annual Report Download - page 55

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The Board’s challenge is to make sure this is put into practice and
embedded in the M&S culture so that our employees understand
their responsibilities.
Our history provides strong foundations that underpin our brand
values. We must preserve these and build on them to continue to
keep them relevant to doing business today.
During the year the Board has:
– reinvigorated our brand values and the business initiatives that
underpin them to make sure they meet customer expectations;
– reaffirmed our 100 Plan A commitments on the most important
social, environmental and ethical challenges facing our business;
– launched our ‘Lead to Succeed’ programme to help our senior
people understand the unique nature of M&S leadership;
– conducted a root and branch review of our Code of Ethics, which
sets out how we behave with our stakeholders and outlines our
principal policies. Our senior people are accountable for ensuring
this is understood and followed in their areas; and
– initiated a number of projects to celebrate our 125th Anniversary
with our customers, employees, suppliers, communities and
shareholders. We are taking this opportunity to reflect on our past,
look forward to our future and be proud to be part of M&S.
“We have strengthened our governance of Plan A during
the year. Controls have been improved, clear KPIs defined
and support has been established throughout the business.
The Board and Audit Committee are in regular touch with
our progress.” Richard Gillies, Director of Plan A
“Plan A has attracted significant interest from a wide range
of stakeholders. It has got serious traction throughout
the Company. Despite a tough year, leadership is sticking
to its guns.” Jonathon Porritt
Fire, Health & Safety Committee – to ensure the safety and
wellbeing of our employees, customers and visitors
Information Security Committee – to ensure adherence to a
business wide information security policy
Business Continuity Committee – to improve our response to any
major incident affecting premises or systems
“On the M&S Board we encourage innovative thinking and
continual questioning to make sure we meet customer
expectations for the next 125 years.” Martha Lane Fox,
Non-Executive Director
“The Board is keen to hear direct from us on the major
initiatives in our areas. This reinforces the relationship
between management and the Board.” Darrell Stein,
Director of IT and Logistics
“We have more than 3,500 employees elected by colleagues
to represent their interests. The Board wants to keep in
touch with employees, especially during the current
economic slowdown.” Malcolm Heaven, National Chair of BIG
How does the Board act responsibly?
Responsibility is a core part of governance for us in two respects.
The Board must meet its accountabilities to wider stakeholders. And
our employees must play their part by acting responsibly at all times.
The Board has a clear view of its accountabilities. As part of our
active debates around succession and leadership development, we
have established that our primary role as directors is to make sure that:
– our investors are rewarded with profitable returns;
– our customers experience Quality, Value, Service, Innovation and
Trust every time they visit M&S;
– our employees are proud to work at M&S;
– our suppliers are engaged in profitable partnerships; and
– our communities and the environment benefit from our
sustainable business.
What does governance mean to us?
For M&S, governance is about making sure that:
– we are taking the business in the right strategic direction;
– the executives are leading and managing effectively and are
accountable;
– the Group has appropriate controls in place and our risks are
managed; and
– we are ‘doing the right thing’ for our shareholders and our
wider stakeholders.
How do we make this happen?
The independent non-executive directors, led by the Deputy
Chairman, keep M&S governance under review to ensure that
appropriate safeguards are in place to protect shareholder interests.
We believe that good governance has four fundamental
components:
– leadership – clear and well-communicated;
– challenge – focused and effective;
– oversight – active and comprehensive; and
– questioning – rigorous and sustained.
To achieve this the Board needs to:
– demonstrate independence to bring fresh perspectives and
hold management to account;
– seek full information to form views, question management
and take strategic decisions; and
– act responsibly to make sure our governance is robust
and we protect the reputation of M&S in everything we do.