Marks and Spencer 2009 Annual Report Download - page 71

67
Contracts
What are the current service contracts and terms of
employment for directors?
Executive directors
Sir Stuart Rose was appointed Executive Chairman on 1 June 2008.
All executive directors and senior managers have service
contracts which can be terminated by the Company giving
12 months’ notice and by the employee giving six months’ notice.
The Company retains the right to terminate the contract of any
executive director summarily, in accordance with the terms of their
service agreement, on payment of a sum equal to the contractual
notice entitlement of 12 months’ salary and specified benefits.
For all current executive directors, the Company reserves the right
on termination to make phased payments which are paid in monthly
instalments and subject to mitigation. Entitlement to participate in
share schemes ceases on termination.
Deputy Chairman
Sir David Michels was appointed Deputy Chairman on 1 June 2008,
and continues in his role as Senior Independent Director. He has
an agreement for service which can be terminated on six months’
notice by either party (previously three months).
Non-executive directors
Jan du Plessis joined the Board on 1 November 2008.
Non-executive directors have agreements for service with the
Company for an initial three-year term, which can be terminated
on three months’ notice by either party.
Directors retiring from the Board during the year
Lord Burns retired formally as Chairman on 1 June 2008, with his
retirement having been announced in March 2008. His agreement
with the Company required a 12 month notice period and contained
a phased payment clause. Lord Burns agreed to commence the
12 monthly payments in lieu of notice from the date of
announcement in March, with 10 monthly payments to be made
post his retirement date. The final payment was made in March
2009. The details of his payments are set in the Directors’
emoluments table on page 69.
Steven Esom retired from the Board on 1 July 2008.
On termination of his service contract, the Company acted in
accordance with the phase payment clause in commencing the
12 months’ payment in lieu of notice. The details of the monthly
payments made in 2008/09 are included in the Directors’
emoluments table on page 69. The final payment will be made
in June 2009, subject to continued evidence of duty to mitigate
the loss of employment.
Contract terms and current annual salaries/fees for all members of the Board
Current
Basic Committee Committee annual
Notice period/ salary/fee member fee chair/SID fee salary/fee
Date of appointment unexpired term £000 £000 £000 £000
Chairman
Sir Stuart Rose 31/05/2004 12 mths/6 mths 1,130 – – 1,130
Deputy Chairman
Sir David Michels 01/03/2006 6 mths/6 mths 245 – – 245
Executive directors
Kate Bostock 10/03/2008 12 mths/6 mths 500 – – 500
Ian Dyson 27/06/2005 12 mths/6 mths 675 – – 675
Steven Sharp 08/11/2005 12 mths/6 mths 565 – – 565
Non-executive directors
Jeremy Darroch 01/02/2006 3 mths/3 mths 55 6 12 73
Martha Lane Fox 01/06/2007 3 mths/3 mths 55 12 – 67
Steven Holliday 15/07/2004 3 mths/3 mths 55 12 – 67
Louise Patten 01/02/2006 3 mths/3 mths 55 6 12 73
Jan du Plessis 01/11/2008 3 mths/3 mths 55 6 – 61
From 1 June 2008 for Sir Stuart Rose as Executive Chairman and Sir David Michels as Deputy Chairman.
What are the executive directors’ external board appointments?
The Company recognises that executive directors may be invited to become non-executive directors of other companies and that these
appointments can broaden their knowledge and experience to the benefit of M&S. The individual director retains the fee, the details of which
are shown below for this financial year:
Fee
Company £000
Sir Stuart Rose Land Securities Group plc 55
Steven Sharp Adnams plc 27
In addition, Steven Esom was a non-executive director of Carphone Warehouse plc. For the period 29 March 2008 – 1 July 2008 (when he was an executive director of M&S)
his fees totalled £13,000.