Marks and Spencer 2010 Annual Report Download - page 50

Marks and Spencer Group plc Annual report and financial statements 2010 Directors’ report 46
Who is on our Board?
Sir Stuart Rose leads the Board as Chairman and Marc Bolland
will lead the business as Chief Executive from the end of July
following his induction. Sir David Michels is Deputy Chairman,
Senior Independent Director and Chairman of our Nomination
& Governance Committee. The Chairmen of our Audit and
Remuneration Committees are Jeremy Darroch and Steven
Holliday. Other Board members are given on pages 44-45.
During the year we made the following changes:
Marc Bolland joined the Board on 1 May 2010. He brings a –
wealth of experience and made a great success of leading
Morrisons since 2006.
John Dixon was appointed Executive Director on 9 September –
2009. He joined M&S in 1986 and has worked in a number
of senior roles, including Director of Home, Direct and Food.
We announced the resignation of Ian Dyson 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.
The Board is supported by the Group Secretary and Head –
of Governance. Amanda Mellor was appointed on 8 July 2009
having been our Head of Investor Relations since 2004.
In March 2010 the Board renewed the contracts of two non-
executives for a further three years: Steven Holliday having served
six years and Martha Lane Fox, three years.
At the AGM on 14 July 2010 shareholders will be asked to elect
to the Board our new directors, Marc Bolland and John Dixon.
Sir Stuart Rose is seeking annual re-election as the Board determined
when he assumed the dual role. Ian Dyson, Steven Holliday and
Martha Lane Fox are retiring by rotation. Ian Dyson will not seek
re-election, and will step down from the Board. Martha Lane Fox
and Steven Holliday will seek re-election as directors.
What has the Board done during the year?
We aim to connect governance with what matters for running a
successful business. In Box A we’ve given examples of the Board’s
focus during 2009/10. The Board agendas are linked to the
fundamentals of: a trusted brand, clear plan, strong leadership,
motivated employees and delighted customers, together with the
necessary checks and balances. While we recognise the importance
of compliance, we avoid spending unnecessary time on procedure
and operational detail. We focus on the long-term plans for our
business as well as the issues that matter on the ground and what
our management and people are doing day-to-day.
What is our approach to governance?
Governance helps us do the right thing, the right way – for our
shareholders and our customers, employees, suppliers, local
communities and the environment. Our governance is focused
on how to get it right, not only in the boardroom but also across
the business.
We set out what we expect from our directors in the Governance
Framework which we publish on our website. This covers their
individual accountabilities as well as terms of reference for the
Board, Committees and business functions which support
our governance.
During the year we reviewed our approach to identifying,
evaluating and managing our risks – more about this is given
on page 54.
What do we mean by doing the right thing?
To make sure M&S succeeds, we have to get things right across
the business with the right checks and balances. It is not just what
we do but how we do it, such as:
behaving properly to each other as colleagues, making sure we –
feel valued, motivated and rewarded;
treating our customers, suppliers and local communities with –
respect; and
respecting the environment, involving our employees and –
customers through Plan A.
At the heart of it all is making sure the people who own M&S – our
shareholders – get a good return on their investment. If we do the
right thing, the right way then the business will be successful.
HOW DID WE COMPLY WITH THE GOVERNANCE CODE?
The governance rules which apply to UK companies listed on
the London Stock Exchange are found in the Combined Code
on Governance 2008 (the ‘Code’). Throughout the year ended
3 April 2010 the Company complied with all Code provisions
with the exception that from 1 June 2008 the role of Chairman
and Chief Executive has been exercised by the same individual,
Sir Stuart Rose. We recognise that this has been out of line with
best practice. We understand the concerns of shareholders but
believe that we have maintained robust governance while at the
same time benefiting from having Stuart at the helm.
On 1 May 2010 Marc Bolland joined us as Chief Executive.
On 31 July 2010 Stuart will step down as Executive Chairman,
remaining as Chairman until we conclude our search for an
independent Chairman to succeed him, no later than
March 2011.
During the year Sir David Michels, Deputy Chairman, has
taken the lead on all governance matters. This has included
engaging shareholders on their views, chairing the Nomination
& Governance Committee and conducting the review of Board
performance. At least half the Board comprises independent
directors, all of whom have been appointed since 2004.
Governance report
Leadership