Marks and Spencer 2010 Annual Report Download - page 56

Marks and Spencer Group plc Annual report and financial statements 2010 Directors’ report 52
How have the Committees rated their performance?
In February 2010 Committee members completed a questionnaire electronically to rate their performance. An unattributed executive
summary was then distributed to all members for discussion at their respective meetings and key actions agreed:
Committee Review of 2009/10 confirmed that Key actions for 2010/11
Nomination &
Governance
the appointment process for our new CEO was –
robust and delivered an excellent candidate;
we are on track to appoint an independent –
Chairman by March 2011; and
during this period of economic uncertainty, –
Lead to Succeed is having a positive impact
on our leadership.
support Stuart and Marc through the transition to separate –
Chairman and Chief Executive roles by end July 2010;
conclude search for new Chairman and finance director –
review skills mix of the wider Board and committees –
following these appointments
keep governance connected with the business, spending –
time with leadership and our people.
Audit the Committee’s challenge on risk has improved –
the process and given leadership a more
focused approach; and
management presentations have increased the –
Committee’s understanding of the key business issues.
keep the risks and controls of our new business –
processes and IT systems under review; and
work with the Board in reviewing any changes –
to our risk appetite and tolerance.
Remuneration our approach to remuneration philosophies has –
been rigorously debated during a time of economic
uncertainty and intense media scrutiny; and
the Committee has been kept informed of wide-ranging –
investor opinion.
review the senior remuneration strategy in line with any –
changes to business priorities following the appointment
of our new Chief Executive; and
review impact of remuneration on culture and behaviour, at –
all levels in the business.
Nomination & Governance
Committee
Agreed process and timetable for new –
CEO, shortlisted candidates and
recommended Marc Bolland to the
Board;
Reviewed Committee Chairmen and –
membership;
Recommended John Dixon’s –
appointment as Executive Director and
Amanda Mellor’s appointment as
Group Secretary; and
Reviewed the impact of governance –
from the boardroom to the business.
Audit Committee
Reviewed the Group’s approach to risk –
to make it more dynamic and insightful,
whilst keeping it simple and practical;
Met separately with the directors of –
GM, Food, Retail and Direct and IT and
Logistics to review risks and mitigating
actions;
Received reports from external and –
internal audit on the major findings
on their work and progress of
management follow up; and
Received assurance on going concern, –
counterparty risks, pension valuation,
property values, code of ethics and
Plan A.
Remuneration Committee
Agreed remuneration arrangements for –
new Chief Executive and outgoing
Chairman;
Reviewed total reward framework –
for directors and senior managers,
including long-term and short-term
incentives and performance measures;
Challenged and revised the targets for –
June 2010 Performance Share Plan;
and
Engaged with investors regarding the –
principles of senior remuneration.
Governance report
Effectiveness continued
BOX E: WHAT THE COMMITTEES HAVE DONE DURING 2009/10