Marks and Spencer 2009 Annual Report Download - page 57

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Individual performance The Chairman has reviewed the
performance of the executive directors individually against set
objectives. Remuneration is directly linked to these reviews and is
determined by the Remuneration Committee.
Our Governance Framework gives particular emphasis on
governance accountabilities for the Chairman, Deputy Chairman
and non-executive directors during the tenure of combined
Chairman and Chief Executive. The Deputy Chairman has reviewed
the performance of the Chairman against these accountabilities and
business objectives and confirms that he continues to demonstrate
effective leadership.
The Board has determined that each non-executive is independent
in character and judgement; makes an effective and valuable
contribution to the Board, and demonstrates commitment to the
role, including giving sufficient time to M&S.
Induction and ongoing development On appointment, the Head
of Board Performance met with our new non-executive director,
Jan du Plessis, to agree a customised induction programme which
included individual meetings with business unit directors and store
managers to gain an understanding of their respective operations.
He has also met with a representative body of shareholders to listen
to their respective views on Marks & Spencer.
The Group Secretary is an important resource to the non-
executives to make sure that timely information is given to them to
enable full and proper consideration of agenda items. He also keeps
the directors informed on governance, regulation and legislative
change through his written report to each Board meeting.
Our online Board portal provides easy access to information for
directors to carry out their duties and for ongoing development.
What is the Board’s focus for 2009/10?
Good governance is a matter of continuous development.
We are not standing still.
We are putting in place our Board Action Plan for 2009/10.
In May 2009 the Board discussed the findings from its Board review
and agreed actions for 2009/10 within three key areas:
1. An independent Board: harness the experience and talent of
the non-executive directors to invest in the business for the long
term, to be well placed when the market improves;
2. An informed Board: improve the depth and breadth of
information given to the Board to facilitate robust decision-making
during the economic downturn;
3. A responsible Board: reinforce our brand reputation and
stakeholder relationships for the long term success of M&S through
our brand values (how we differentiate M&S), Plan A (how we do
business) and our Code of Ethics (how we behave).
We are now developing an approach to monitoring the progress
we make on these actions.
How did we comply with the Combined Code?
The governance rules which apply to UK companies listed on the
London Stock Exchange are found in the Combined Code on
Corporate Governance (the ‘Code’) which was updated by the
Financial Reporting Council in June 2008.
Throughout the year ended 28 March 2009 the Company
complied with all Code provisions with the exception that from
1 June 2008 the role of Chairman and Chief Executive has been
exercised by the same individual, Sir Stuart Rose (A.2.1). We plan
to revert to recommended best practice no later than July 2011.
The Company has come a long way since 1884, but the values
on which Michael Marks built his Penny Bazaar are just as true:
Quality, Value, Service, Innovation and Trust.
We are recognising the importance of our corporate archive
and relocating it to Leeds, the Company’s original home. We are
working with the University of Leeds to open an exhibition to the
public on their campus in June 2009 and preserve and relocate
our complete archive by 2011.
We have created ranges of products for our customers to buy
during 2009, inspired by archive products and designs.
We have also set ourselves the challenge to raise £1.25m over
125 days for local charities by September 2009.
Our corporate archive at the University of Leeds will:
– provide business information internally for commercial gain;
– promote our reputation externally via our heritage;
– provide access for our customers, employees and
academia; and
– preserve our past for future generations and enable us to
learn lessons for the future.
CELEBRATING 125 YEARS – 1884–2009