Marks and Spencer 2009 Annual Report Download - page 78

74 Marks and Spencer Group plc Annual report and financial statements 2009 Directors’ report
Board of directors
The membership of the Board and biographical details of the
directors are given on pages 12 and 13 and are incorporated
into this report by reference. Details of directors’ beneficial and
non-beneficial interests in the shares of the Company are shown
on page 68. Options granted under the Save As You Earn (SAYE)
Share Option and Executive Share Option Schemes are shown
on pages 70 and 71. Further information regarding employee share
option schemes is given in note 12 to the financial statements.
Jan du Plessis was appointed to the Board as a non-executive
director on 1 November 2008 and will stand for election at the
AGM in 2009. On 8 July 2009 the Group Secretary, Graham Oakley,
will retire and will be succeeded by Amanda Mellor, current
Head of Investor Relations. Lord Burns and Steven Esom retired
from the Board on 1 June 2008 and 1 July 2008 respectively.
The appointment and replacement of directors is governed by
the Company’s Articles of Association, the Combined Code,
the Companies Acts and related legislation. The Articles may be
amended by a special resolution of the shareholders. Subject to
the Articles, the Companies Acts and any directions given by
special resolution, the Company’s business will be managed
by the Board who may exercise all the powers of the Company.
The Company may by ordinary resolution declare dividends not
exceeding the amount recommended by the Board. Subject to the
Companies Acts, the Board may pay interim dividends, and also any
fixed rate dividend, whenever the financial position of the Company,
in the opinion of the Board, justifies its payment.
Appointment and retirement of directors
The directors may from time to time appoint one or more directors.
The Board may appoint any person to be a director (so long as the
total number of directors does not exceed the limit prescribed in the
Articles). Any such director shall hold office only until the next AGM
and shall then be eligible for election.
At each AGM at least one third of the current directors must retire
as directors by rotation. All those directors who have been in office at
the time of the two previous AGMs and who did not retire at either of
them must retire as directors by rotation. In addition, a director may
at any AGM retire from office and stand for re-election. In accordance
with the Combined Code, any director who has served more than
three three-year terms (other than as a director holding an executive
position) is subject to annual re-election. The Board has determined
that Sir Stuart Rose will seek re-election each year during his tenure
as Executive Chairman.
Directors’ conflicts of interest
Conflicts of interest provisions came into effect on 1 October 2008.
A survey of Board members’ interests and other appointments was
carried out and procedures for managing conflicts were agreed.
Should a director become aware that he/she, or their connected
parties, has an interest in an existing or proposed transaction with
Marks & Spencer, he/she should notify the Board in writing or at the
next Board meeting. Internal controls are in place to ensure that any
related party transactions involving directors, or their connected
parties, are conducted on an arm’s length basis. Directors have
a continuing duty to update any changes to these conflicts.
Directors’ indemnities
The Company maintains directors’ and officers’ liability insurance
which gives appropriate cover for any legal action brought against
its directors. The Company has also granted indemnities to each of
its directors and the Group Secretary to the extent permitted by law.
Qualifying third party indemnity provisions (as defined by section
234 of the Companies Act 2006) were in force during the year ended
28 March 2009 and remain in force, in relation to certain losses and
liabilities which the directors (or Group Secretary) may incur to third
parties in the course of acting as directors (or Group Secretary) or
employees of the Company or of any associated company.
Employee involvement
We have maintained our commitment to employee involvement
throughout the business.
Employees are kept well informed of the performance and
objectives of the Group through personal briefings, regular meetings,
email and Chairman broadcasts at key points in the year to all head
office employees and store management. In addition many of our
store colleagues can join the briefings by telephone to hear directly
from the Board. These types of communication are supplemented
by our employee publications including, ‘Your M&S’ magazine,
and DVD presentations. More than 3,500 employees were elected
onto Business Involvement Groups (‘BIGs’) across every store
and head office location to represent their colleagues in two-way
communication and consultation with the Company. They have
continued to play a key role in a wide variety of business changes,
in what has been a very challenging year.
The fourteenth meeting of the European Works Council (‘EWC’)
(established in 1995) will take place in July 2009. This Council provides
an additional forum for informing, consulting and involving employee
representatives from the countries in the European Community.
The EWC will include observers attending from our subsidiary
companies established in the Czech Republic and Greece.
Directors and senior management regularly visit stores and
discuss with employees matters of current interest and concern
to them and the business through listening groups, meetings with
BIG members and informal discussion.
Share schemes are a long-established part of our total reward
package, encouraging and supporting employee share ownership.
In particular, over 26,000 employees currently participate in
Sharesave, the Company’s all employee Save As you Earn Scheme.
Full details of all schemes are given on pages 95 to 97.
We maintain contact with retired staff through communications
from the Company and the Pension Trust. Member-nominated
trustees have been elected to the Pension Trust Board, including
employees and pensioners. We continue to produce a regular
Pensions Update newsletter for members of our final salary pension
scheme and the M&S Retirement Plan.
Equal opportunities
The Group is committed to an active Equal Opportunities Policy
from recruitment and selection, through training and development,
appraisal and promotion to retirement.
It is our policy to promote an environment free from discrimination,
harassment and victimisation, where everyone will receive equal
treatment regardless of age, gender, gender reassignment, colour,
ethnic or national origin, disability, hours of work, nationality, religion
or belief, marital or civil partner status, disfigurement, political
opinions or sexual orientation. All decisions relating to employment
practices will be objective, free from bias and based solely upon
work criteria and individual merit. The Company is responsive to the
needs of its employees, customers and the community at large and
we are an organisation which uses everyone’s talents and abilities
and where diversity is valued.
Other disclosures
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