Marks and Spencer 2010 Annual Report Download - page 48

Marks and Spencer Group plc Annual report and financial statements 2010 Directors’ report 44
At M&S, governance is about doing the right
thing, the right way. The Board seeks to ensure
that the right balances and accountabilities
are in place by:
demonstrating independence to bring –
fresh perspectives and hold management
to account;
seeking full information to form views, –
question management and take strategic
decisions; and
acting responsibly to make sure we meet –
our accountabilities to shareholders and
wider stakeholders.
This year we assessed our progress against
these three requirements and also against
the actions developed from last year’s
performance review.
During the coming year we want to
improve the understanding of governance
and its relevance to the business and our
people, whatever part they play in serving
our customers – in stores, online, in the UK
and overseas. We will do this through our
Business Involvement Groups across stores
and head office and with a specific article in
our employee magazine.
trading, key risks and mitigation. Directors
also have a duty to take into account the
long-term, employees, relationships with
suppliers, customers and others, local
communities, the environment and how
business is conducted. Therefore, the
Management Board, operational committees
and functions support the Board in reviewing
strategy and performance whilst taking
these wider interests into account.
The Board is also responsible for
maintaining our values, supporting Plan A,
monitoring our code of ethics and protecting
our heritage.
While we try to make sure we are in line
with best practice the Board took a difficult
decision in 2008 to combine the roles of
Chairman and Chief Executive. The Board
believed this to be in the best interests of
the Company at the time to provide for
appropriate succession. We have delivered
the first phase of our transition back to best
practice with Marc Bolland’s appointment
as Chief Executive. By the end of July we
will have separated the roles, and by March
2011 at the latest we will have appointed
an independent Chairman.
Sir Stuart Rose Chairman
We have one of the most trusted brands on
the high street, a clear plan, strong leadership
and motivated employees, who are all
focused on offering our customers great
products at great value and great service.
We want our governance to be
meaningful, relevant and focused on
improving our business:
promoting our strong brand values; –
driving the business supported by –
sound plans;
providing strong leadership and –
accountability;
getting the best from our people by –
developing and motivating them;
keeping our customers happy and giving –
them what they want; and
running the business with effective risk –
management and appropriate controls.
The Board needs a clear view of the
Company’s leadership and the day-to-day
activities of the Group, including current
Governance overview
Board of directors
1 Sir Stuart Rose Chairman 
Appointed in May 2004. Age 61. Stuart will step down as
Executive Chairman on 31 July 2010 when he will become
Chairman. He will leave the Company by March 2011.
Stuart is Chairman of Business in the Community and a
non-executive director of Land Securities plc. Stuart began
his career in retail at Marks & Spencer in 1971 where he
remained until 1989, before going on to become Chief
Executive at a number of well known UK retailers, including
Argos plc, Booker plc and Arcadia Group plc.
2 Sir David Michels Deputy Chairman  (Chairman)
Appointed in March 2006. Age 63. David is Deputy
Chairman, Chairman of the Nomination & Governance
Committee and Senior Independent Director. He is
Chairman of Paramount Restaurants, Deputy Chairman of
easyJet plc, a non-executive director of Strategic Hotels &
Resorts and Jumeriah Group, Dubai. David was previously
Senior Independent Director of The British Land Company
plc, non-executive director of Arcadia Group and Chief
Executive of Hilton Group plc.
3 Marc Bolland Chief Executive 
Appointed on 1 May 2010. Age 51. Marc joined Marks
& Spencer from Morrison Supermarkets plc, where
he had been Chief Executive since 2006. Prior to this,
Marc worked for 20 years at Heineken NV in a variety of
management and marketing roles. He went on to become
an Executive Board member and Chief Operating Officer.
He is a non-executive director of Manpower inc.
4 Ian Dyson Group Finance and Operations Director
Appointed in June 2005. Age 47. Ian joined
Marks & Spencer as Group Finance Director, becoming
Group Finance and Operations Director in March 2008.
Ian was appointed a non-executive director of Betfair
Group Limited in February 2010. Previously, Ian was
Finance Director of The Rank Group plc and Group
Financial Controller of Hilton Group plc. Ian was a non-
executive director of Misys plc until September 2005.
We announced Ian’s resignation on 5 May 2010 and have
commenced our search for a new finance director. Ian will
step down from the Board on 14 July and will leave the
Company on 31 August 2010.
5 Kate Bostock Executive Director, General Merchandise
Appointed in March 2008. Age 53. Kate joined
Marks & Spencer in October 2004. Previously, Kate was
Product Director for Childrenswear at Next from 1994,
before joining Asda in 2001 as Product Director for the
George Global Brand. She was responsible for the launch
of the standalone George concept and the launch of the
George brand globally.
6 John Dixon Executive Director, Food
Appointed on 9 September 2009. Age 42. John joined
Marks & Spencer over 20 years ago as a store management
trainee. He has worked across the business in a variety
of senior roles, from Executive Assistant to the Chief
Executive, to Director of Home and M&S Direct. John
was Director of Food from July 2008 until his appointment
to the Board.
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Board of directors
 Independent
 Audit Committee
 Remuneration Committee
 Nomination &
Governance Committee
1 2
Chairman’s overview Deputy Chairman’s overview
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