Marks and Spencer 2010 Annual Report Download - page 52

Marks and Spencer Group plc Annual report and financial statements 2010 Directors’ report 48
Governance report
Leadership continued
How is our governance structured?
Our structure is set out in the governance wheel and detailed
in Box B below. At the core of this is the Group Board which is
accountable to shareholders for the long-term performance of the
Company. The non-executives carry out the detailed work on the
governance committees with a particular focus on governance and
succession, controls and risk, and remuneration.
There have been a few changes since last year. We strengthened
our operational governance as part of our 2020 Change Programme.
The Executive Committee has been reconstituted as the Management
Board to clarify its accountability for strategic initiatives, risk management,
business processes, systems and controls. The Capital Approval
Committee has been reconstituted as the Group Investment
Committee giving greater visibility, control and consistency to the
approval process across the Group. The Information Security
Committee proposals, including data protection, have been adopted
and as a result, day-to-day oversight of this is now managed by the
Governance Group, with regular updates to the Board.
What does the Governance Group do?
The Governance Group helps colleagues to do the right thing,
the right way, with governance that is meaningful, relevant and
focused on improving the business, both in the UK and overseas.
Its activities include:
implementing practical and cost-effective responses to legislation –
and regulation;
giving guidance to colleagues on our policies and practices –
including our code of ethics;
minimising trading disruption and legislative consequences; –
leveraging business initiatives and sharing best practice; –
negotiating contractual terms and protecting our brands –
and innovation;
providing assurance on internal controls and visibility of key risks; –
minimising insurance premiums, claims and fines; –
protecting and promoting our heritage; –
enabling the Company to meet its pension liabilities; –
assisting employee and shareholder engagement; and –
supporting directors in their Board and Committee roles. –
BOX B: HOW OUR GOVERNANCE IS STRUCTURED
Our governance structure is best illustrated by our
“Governance Wheel” set out on page 45. The Committees
and functions are listed below along with an overview
of their activities and the key person responsible.
Corporate Governance
Group Board (Sir Stuart Rose) relies on management to run the
business and on our people to give customers great service
every time they shop with us. The Board therefore monitors what
management are doing, holding them accountable for
performance against our targets and standards and probing their
thinking to make sure we are on the right track. The Board works
closely with management in thinking through our direction and
long-term plans, the opportunities, the risks and making sure
we’re developing the right management team for the future.
The non-executives provide independent challenge and
review, bringing wide experience, specific expertise and a fresh,
objective perspective. As members of the Board Committees,
they play a crucial role in undertaking detailed governance work
with a particular focus on shareholders:
Nomination & Governance Committee (Sir David Michels)
recommends Board appointments, reviews business succession
plans and makes sure our governance is fit for purpose;
Audit Committee (Jeremy Darroch) monitors the integrity of the
financial statements and reviews effectiveness of internal
controls, risk management and audit;
Remuneration Committee (Steven Holliday) recommends
remuneration strategy and framework to recruit, retain and
reward senior executives for their individual performance.
Their committee activity reports are given on pages 51-52.
Governance Group (Amanda Mellor) helps colleagues to do the
right thing, the right way, with governance that is meaningful,
relevant and focused on improving the business, both in the
UK and overseas. It comprises legal, audit and risk, insurance,
archive, pensions, BIG (employee representatives) and secretariat.
Operational Governance
Management Board (Sir Stuart Rose) is accountable for
executing our strategy, running the business and making sure we
are doing the right thing day-to-day. It keeps the Board informed
on the business and how we work with our different
stakeholders. Its work is supported by a number of operational
committees and functions:
Group Investment Committee (Sir Stuart Rose) allocates capital
and controls all investments with a risk of material impact on
financial results, brand or strategy;
Customer Insight Unit (Steve Bond) influences decision-making
by tracking marketplace trends and customer views;
How we do business Committee (Richard Gillies) drives our
social, environmental and ethical commitments (Plan A) in line with
stakeholder expectations, ensures they are integrated into
everyday activities and supports our aim to be the world’s most
sustainable retailer;
Business Involvement Groups (Malcolm Heaven) are the
elected representatives through which the business informs,
involves and consults employees so their views can be taken into
account to influence business change and decision-making;
Fire, Health and Safety Committee (Steve Rowe) promotes the
safety and wellbeing of our employees, customers and visitors and
minimises the risk of financial penalties;
Business Continuity Committee (Steve Rowe) equips the
business to continue to trade in the event of a crisis or disaster at
any M&S location at any time.