Marks and Spencer 2009 Annual Report Download - page 62

58 Marks and Spencer Group plc Annual report and financial statements 2009 Directors’ report
Corporate governance
continued
The Nomination and Governance Committee
“We need to maintain the right skills and experience on
the Board and to develop tomorrow’s leaders, to ensure
the continued success of M&S.”
Sir David Michels, Committee Chairman
Committee membership On 28 March 2009 the Nomination
and Governance Committee comprised Sir David Michels (Deputy
Chairman and Committee Chairman), Sir Stuart Rose (Executive
Chairman) and all five independent non-executive directors: Jeremy
Darroch, Martha Lane Fox, Steven Holliday, Louise Patten and Jan
du Plessis, who joined the Committee on 1 November 2008 when
he was appointed to the Board. Lord Burns chaired the Committee
until 1 June 2008 when he retired from the Board.
The Group Secretary acts as secretary to the Committee and
ensures that it receives information and papers in a timely manner
to enable full and proper consideration of agenda items agreed
in advance.
Our activities during the year During 2008/09 the Committee
held two formal meetings (see attendance table on page 60).
In September 2008 the Board extended its remit to the consideration
of wider governance issues and the new conflicts of interest
provisions of the Companies Act 2006.
The Deputy Chairman has also held separate meetings on a
regular basis with both the Chairman and the non-executives to
consider the process and timetable for succession to Chief Executive
and to make sure our governance is working.
Leadership development and succession In September 2008
the Committee received a presentation from the Director of Human
Resources on senior succession planning, focusing on the business
unit directors below the Board. This followed its meeting in June
2008 which reviewed roles below this level. The bench strength
in key areas of the business was discussed and opportunities to
further develop senior management for future leadership positions.
This would involve career opportunities that retain and develop our
best people and enable them to gain broad experience across
the Group.
During the year we announced changes to the management team
to make sure we have a proper mix of upcoming talent, combining
new recruits and existing employees. Further consideration was also
given to how we induct people into Marks & Spencer to give them the
best start.
Board composition On 16 October 2008 we announced the
appointment of Jan du Plessis as a non-executive director on
1 November 2008. Jan brings a wide range of international business
experience and brand knowledge to the Board. He also refreshes
the skills and experience of the Audit Committee. His appointment
followed a search by an external consultancy commissioned by the
Committee. The candidates were shortlisted by the Chairman and
the Deputy Chairman and the preferred candidate then seen by a
wider group of directors before being recommended to the Board
for appointment.
All directors seek shareholder election at their first Annual General
Meeting following appointment and thereafter offer themselves for
re-election at least every three years. We announced last year that
Sir Stuart Rose will seek re-election each year during his tenure as
Executive Chairman.
At our 2009 AGM, in addition to Stuart and our new
non-executive director, Jan du Plessis, the following directors will
seek re-election: Sir David Michels, Jeremy Darroch and Louise
Patten, who are the chairmen of our principal board committees.
Committee performance review In February 2009 Committee
members completed a questionnaire electronically to rate their
performance. An unattributed executive summary was then
distributed to all members for discussion.
The 2008/09 review has confirmed that:
– there is a robust process in place to identify and develop leaders of
tomorrow; and
– we are on track to be able to separate the roles of Chairman and
Chief Executive by July 2011.
The Committee has set itself some key actions for 2009/10 to:
– keep under review the ongoing development of leadership to meet
the successional needs of the business;
– continue to review internal and external candidates for the separate
roles of Chairman and Chief Executive; and
– keep the governance structure under review to make sure it adds
value to the Company’s performance.
The Remuneration Committee
“We pay for performance, to reward our leaders for
delivering success for the business and our shareholders.”
Louise Patten, Committee Chairman
Committee Membership On 28 March 2009 the Remuneration
Committee comprised four independent non-executive directors:
Louise Patten (Committee Chairman), Martha Lane Fox, Steven
Holliday and Sir David Michels.
The Group Secretary acts as secretary to the Committee and
ensures that it receives information and papers in a timely manner
to enable full and proper consideration of agenda items agreed in
advance in its annual meetings planner.
The remuneration of the non-executive directors is determined by
the Chairman and the executive directors.
Our activities during the year During 2008/09 the Committee held
four meetings (see attendance table on page 60). Its activities during
the year included:
– a review of the total reward framework for directors and senior
managers;
– salary and benefit reviews for directors and senior managers,
including all packages for joiners and leavers;
– agreement to all share plan awards and vestings;
– target setting for bonus and share incentive plans;
– a review of investor feedback on the 2008 AGM vote on
remuneration (87.16% in favour); and
Committee effectiveness