Marks and Spencer 2009 Annual Report Download - page 65

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Relations with shareholders
Institutional investors
Our Deputy Chairman, Sir David Michels, maintains regular contact
with principal investors and representative bodies and met more
frequently with them during 2008/09 to keep the Board informed
on their governance views. We understand shareholder concerns on
the combined role of Chairman and Chief Executive, which is why
we are making sure our governance is robust.
The Board also receives independent feedback on investor
relations through an annual presentation by independent advisors.
This contains major investor views on Company management and
performance based on the results of an extensive survey undertaken
in April.
Our executive directors also play a role in our relationship with
institutional investors, meeting with them throughout the year. All of
the executive directors also attend our full and half year results
presentations.
As the focal point of contact for investors, brokers and analysts,
our investor relations team met with representatives from over 250
investment institutions during 2008/09. Although many meetings
were in the UK, the team also travelled extensively throughout
Europe and North America.
Private investors
We make special efforts to make sure communications and policies
are appropriate for our private investors as they own a high
percentage (c30%) of our shares.
We include a postage paid topics card with the AGM Notice of
Meeting so that shareholders can make their views known to us.
The three most frequently raised topics are addressed at the AGM
and a summary of all comments is provided to the Board and
directors of each business unit. Throughout the year shareholders
can also email the Chairman with their comments, write to us or
call our telephone helplines.
As many shareholders are also customers, shareholder vouchers
were once again distributed with our January dividend. In addition to
our registered shareholders, we saw an increased level of nominee
participation this year helping us to distribute even more vouchers
to indirect investors.
Annual General Meeting
Our AGM is one of the most well attended meetings from the top
350 UK listed companies, regularly attracting over 1,500 people.
Shareholders who are unable to attend are encouraged to lodge
their vote in advance of the meeting electronically or by using the
proxy card sent with the Notice of Meeting. In 2008 89% of the
proxy votes received were lodged electronically through the CREST
system. We also provide online voting for private investors at
sharevote.co.uk.
Prior to the meeting an exhibition is hosted by our senior retail
and business managers. The meeting commences with a business
presentation and then the Chairman, and other members of the
Board, answer questions raised by shareholders. All directors attend
the meeting, including the chairmen of the Nomination and
Governance, Remuneration and Audit Committees.
Shareholders are then invited to vote on the resolutions by poll,
using the electronic Vote Now system. This gives a more democratic
result as all shares represented at the meeting and those lodged
before the meeting are included on a one share, one vote basis.
The indicative result is screened at the meeting with the final results
announced via the London Stock Exchange.
For more information on the resolutions being proposed at this year’s
AGM, see the enclosed Notice of Meeting booklet. This includes
the Company’s response to a resolution requisitioned by the Local
Authority Pension Fund Forum on the combined role of Chairman
and Chief Executive, which the Board recommends that shareholders
vote against as it is not in the best interests of the Company.
Electronic communication
Following consultation in January 2008, the principal method of
communicating with our shareholders is via our corporate website.
In recognition of this, extensive work has gone into the redesign and
development of marksandspencer.com/thecompany which now
provides increased functionality and a wealth of up-to-date and
historical information.
Webcasts of both our annual results in May and our half year
results in November, together with ‘News Alert’ emails throughout the
year, allow us to communicate globally with all stakeholder groups.
Governance of the Group pension schemes
The Group operates a defined benefit scheme for all employees with
an appointment date prior to 1 April 2002 and a defined contribution
scheme open to those joining the Company on or after 1 April 2002.
More information is given in note 11 on pages 92 to 94.
The Board of the Pension Trust (‘Trustee Board’) manages the
assets of the pension scheme which are held under trust separately
from those of the Group. The Trustee Board comprises Tony Watson
as independent Chairman and Law Debenture Trust as independent
Trustee, together with five company representatives and five member
representatives.
In March 2009 the Trustee Board carried out a review of its own
performance through questionnaire responses and one-to-one
discussions with the Trustee Chairman. In May 2009 the Trustee
Board reviewed the key findings and agreed actions for 2009/10.
In February 2008 the Trustee Board appointed KPMG LLP as its
external auditors following a review process.
Corporate website
There is a wealth of information online, including:
www.marksandspencer.com/thecompany
A detailed account of how we have applied the Code’s
principles and how we comply with its provisions;
Latest M&S news and press releases;
Annual Reports and investor presentations;
Our Governance Framework which contains individual
Board profiles; matters reserved to the Board and terms
of reference for its Committees;
Our Auditor Engagement Policy for the external auditors
Our Code of Ethics;
Our Articles of Association; and
Our response to the FRC’s latest consultation on the
effectiveness of the Combined Code.