Marks and Spencer 2010 Annual Report Download - page 57

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Operating & Financial review p16
Governance
Financial statements p78
To find out more, visit marksandspencer.com/annualreport2010 53
Board and Committee attendance
The following table sets out the number of meetings of the Group Board and its principal committees during 2009/10 and individual
attendance by Board and committee members at those meetings.
Board Meetings
Nomination &
Governance Committee Audit Committee Remuneration Committee
Name of director A B A B A B A B
Chairman
Sir Stuart Rose(1) 9 9 10 9 – – – –
Deputy Chairman
Sir David Michels(2) 9 9 10C10 5 3 10 8
Chief Executive
Marc Bolland
(appointed 1 May 2010) – – – – – – – –
Executive directors
Kate Bostock(3) 9 8 – – – – – –
John Dixon
(appointed 9 September 2009) 6 6 – – – – – –
Ian Dyson 9 9 – – – – – –
Steven Sharp 9 9 – – – – – –
Non-executive directors
Jeremy Darroch(4) 9 8 10 8 5C5 – –
Martha Lane Fox(5) 9 9 10 9 5 5 10 9
Steven Holliday(6) 9 8 10 10 5 5 10C10
Louise Patten(7) 9 9 10 9 3 3 10 10
Jan du Plessis(8) 9 9 10 10 5 4 6 6
A = Maximum number of meetings the director could have attended.
B = Number of meetings the director actually attended.
C = Committee Chairman
1 Sir Stuart Rose did not attend the Nomination & Governance Committee meeting on 26 February 2010 as it concerned the succession of Chairman.
2 Sir David Michels was unable to attend the Audit Committee meeting on 14 January 2010 due to other M&S Commitments and on 17 March 2010 due to personal
commitments. He was unable to attend the Remuneration Committee meeting on 18 November 2009 and 24 February 2010 due to overseas business commitments.
3 Kate Bostock was unable to attend the Board Meeting on 9 December 2009 through illness.
4 Jeremy Darroch was unable to attend the Board Meeting on 6 May 2009 and the Nomination & Governance Committee meetings on 6 May and 16 November 2009 due to
overseas business commitments with BskyB.
5 Martha Lane Fox was unable to attend the Remuneration Committee meeting on 22 May 2009 and the Nomination & Governance Committee on 2 September 2009 due to
other business commitments.
6 Steven Holliday was unable to attend the Board Meeting on 3 November 2009 due to overseas business commitments with National Grid.
7 Louise Patten was unable to attend the Nomination & Governance Committee meeting on 29 September 2009 due to other business commitments.
8 Jan du Plessis was unable to attend the Audit Committee meeting on 12 May 2009 due to business commitments with Rio Tinto.
All reviewed the relevant papers and provided comments to the Chairman or Committee Chairman as appropriate.
The Group operates a defined benefit (‘DB’) scheme for all
employees with an appointment date prior to 1 April 2002 and a
defined contribution (‘DC’) scheme open to those joining the
Company on or after 1 April 2002. More information is given in
note 11 on pages 92 to 94.
The Board of the Pension Trust (‘Trustee Board’) manages
the assets of the pension scheme which are held under trust
separately from those of the Group. The Trustee Board comprises
Tony Watson as independent Chairman and Law Debenture
Trust as independent Trustee, together with five company
representatives and five member representatives (Member
Nominated Trustees – ‘MNTs’). There are four main committees:
DB, DC, Investment and Actuarial Valuation. MNTs are appointed
through a selection process.
The Trustee Board has a business plan and at the start of each year
the Trustee reviews the plan and objectives from the previous year
and agrees its objectives and associated budget for the current
year. There is a communications strategy and plan, a risk register
and action plan, a conflicts of interest policy and a register and
code of ethics, all of which are reviewed at least annually. There is
also an annual board effectiveness review and each Trustee has an
individual training plan which is based on the Pension Regulator’s
Trustee Knowledge and Understanding requirements.
All advisers and suppliers are appointed through a rigorous
tender process. They are monitored via quarterly reports and
periodic meetings. There is a rolling programme of adviser reviews
with an informal review annually and a formal review every three to
five years. The most recent appointment, in August 2008, was
Ernst & Young as Company covenant monitoring adviser.
PENSION SCHEME GOVERNANCE