Marks and Spencer 2010 Annual Report Download - page 49

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Operating & Financial review p16
Governance
Financial statements p78
To find out more, visit marksandspencer.com/annualreport2010 45
We believe better communication of
governance can help support business
performance and define behaviours.
We have aligned this Governance
section with the themes in the FRC’s
recommended new UK Corporate
Governance Code:
leadership (pages 46 to 48); –
effectiveness (pages 49 to 53); –
accountability (pages 54 and 56-57); –
communication (page 55); and –
remuneration (pages 58 to 71). –
We have made further progress with
our governance with the appointment
of Marc Bolland as Chief Executive.
The Nomination & Governance Committee
conducted a thorough process for Marc’s
appointment and is applying the same
approach to the search for a new Chairman.
Each year the Board tracks its progress
against an action plan to ensure that what
it does continues to meet the needs of the
business. This year it has been influenced
by our Board and Committee performance
reviews, which I have led as Deputy
Chairman.
I am satisfied that we have taken
a rigorous approach to looking at our
effectiveness and throughout the year
encouraged independent challenge to
the executive at all levels.
Sir David Michels Deputy Chairman
Management
Board
Business
Continuity
Committee
Group
Investment
Committee
Customer
Insight Unit
Business
Involvement
Groups
Fire, Health
and Safety
Committee
How We Do
Business Committee
Group
Board
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7 Steven Sharp Executive Director, Marketing
Appointed in November 2005. Age 59. Steven joined
Marks & Spencer in May 2004. He is a non-executive
director of Adnams plc and an elected member of the
Tate Members’ Council. Steven was previously Marketing
Director at Asda, the Burton Group, Booker plc and
Arcadia Group plc.
8 Jeremy Darroch Non-Executive Director  (Chairman)
Appointed in February 2006. Age 47. Jeremy is Chairman
of the Audit Committee. He is Chief Executive of British
Sky Broadcasting Plc, having been the company’s Chief
Financial Officer. Jeremy was previously Group Finance
Director and Retail Finance Director at Dixons Group plc.
9 Martha Lane Fox Non-Executive Director 
Appointed in June 2007. Age 37. Martha is the UK’s Digital
Champion and a non-executive director of Channel 4
Television. She is founder and Chairman of Lucky Voice,
and of her own grant giving foundation, Antigone. Martha
was a co-founder of lastminute.com.
10 Steven Holliday Non-Executive Director 
(Chairman)
Appointed in July 2004. Age 53. Steve is Chairman of the
Remuneration Committee. He is Group CEO of National
Grid plc, having been responsible for the UK Electricity and
Gas businesses. Previously he was on the Board of British
Borneo Oil and Gas and held senior positions with the Exxon
Group. He has also developed business opportunities in
countries such as China, Australia, West Africa and Brazil.
11 Louise Patten Non-Executive Director 
Appointed in February 2006. Age 56. Louise is a senior
adviser to Bain & Co and a non-executive director of
Bradford & Bingley. She was formerly Chairman of Brixton
plc, and a non-executive director of Hilton Group plc,
GUS plc, Somerfield plc and Harveys Furnishings plc.
12 Jan du Plessis Non-Executive Director 
Appointed in November 2008. Age 56. Jan is Chairman
of Rio Tinto plc. He was Chairman of British American
Tobacco plc until October 2009 and a non-executive
director of Lloyds Banking Group plc until April 2009.
He was also Chairman of RHM plc from 2005 to 2007.
Jan was previously Group Finance Director of Richemont,
the Swiss luxury goods group until 2004.
13 Amanda Mellor Group Secretary and
Head of Governance
Age 46. Appointed on 8 July 2009. Amanda joined
Marks & Spencer in 2004 as Head of Investor Relations.
Her previous roles include Director of Corporate Relations
at Arcadia Group plc, and over 10 years working in
investment banking.
8 9 10 11 12 13
Group Secretary
Our governance structure