Marks and Spencer 2010 Annual Report Download - page 59

Operating & Financial review p16 
Governance 
Financial statements p78 
To find out more, visit marksandspencer.com/annualreport2010 55
Sir David Michels, Deputy Chairman
During 2009/10 it has been particularly important to keep in touch
with our principal investors and we have aimed to have better
ongoing dialogue with them. Timely and productive discussions
require greater effort on both sides, particularly when dealing with
high profile matters and media attention.
Both Steven Holliday, Remuneration Committee Chairman,
and I have met with investors and shareholder representative
bodies, on remuneration and succession, accompanied by the
Group Secretary, and have kept the Board informed. We have
listened to ensure we understand their concerns. They hold a
wide range of views and we do not always agree – it would not
be possible given the diversity of opinion among investor groups.
However, to do the right thing for M&S the Board needs to be fully
informed of their views. We will continue to keep the channels of
communication open.
All executive directors attend our full and half year results
presentations. Our wider leadership team also met a large number
of investors at our Investor Day on 13 October 2009. This focused
on our project 2020 change programme and the significant
investment we are making in supply chain and IT systems to meet
our multi-channel ambitions.
Independent feedback on investor relations is provided to
the Board through an annual presentation by Makinson Cowell.
This contains major investor views on Company management and
performance, based on the results of an extensive survey. This
keeps our investor relations programme on track and during the
year, our IR team met with representatives from over 275 investment
institutions to keep them updated on business performance.
Amanda Mellor, Group Secretary
We welcome the proposed stewardship code for institutional
investors, which is being developed alongside the new UK
Corporate Governance Code. Following the requisitioned resolution
at our AGM in July 2009 we’ve had more contact with a wider group
of investors and shareholder representative bodies. This active
dialogue has enabled us to feedback a wide range of views to the
Board and develop a better understanding of mutual objectives.
This ongoing dialogue will continue to be a key focus going forward.
We have a special relationship with our private shareholders.
They own a high percentage of our shares (c30%), many of them
are long-term investors and 30,000 of them are employees.
We welcome shareholder feedback and mail a topics card with
the AGM Notice of Meeting. Over 8,000 replied last year, the vast
majority of comments related to our products and stores. Throughout
the year shareholders also email the Chairman with their comments,
write to us or call our telephone helplines.
Many of our shareholders are loyal customers. We distribute
shareholder ‘spend & save’ vouchers with our January dividend
and these continue to be very popular. Along with our registered
shareholders, we distribute over 100,000 vouchers to indirect
investors through the wide participation of nominee companies.
We do our best to look after private shareholder interests.
We encourage them to have their dividends paid into their bank
accounts and to keep us informed of their details. However, some
fail to do so and as a result, we have reviewed our approach to
untraced shareholders – further details are contained in Appendix 1
to the Notice of Meeting.
What happens at our AGM?
Our AGM is one of the most well-attended meetings in the FTSE 100,
regularly attracting over 1,500 people, with many more watching via
our webcast. Shareholders who are unable to attend are encouraged
to vote electronically in advance of the meeting at sharevote.co.uk
or use the proxy card mailed to them. In 2009 91% of the proxy
votes received were lodged electronically through the CREST system.
Before the meeting an exhibition is hosted by our senior retail
and business managers. The meeting begins with a business
presentation, followed by the Chairman, and other Board members,
answering questions raised by shareholders. Shareholders are then
invited to vote on the resolutions by electronic poll. This gives a
more democratic result as all shares represented on the day and
those lodged before the meeting are included. The indicative result
is screened at the meeting with the final results announced via the
London Stock Exchange.
The Notice of Meeting sets out the resolutions being proposed
at the AGM on 14 July 2010. Last year all resolutions were passed,
with votes ranging from 87.12% to 99.9%, with the exception of
the resolution put by the Local Authority Pension Fund Forum.
This proposed bringing forward the appointment of an independent
Chairman to July 2010. This resolution was defeated with 62.3%
support for the Board’s approach to succession, being the
appointment of a Chief Executive first, followed by an independent
Chairman by May 2011.
Information regarding our share capital is detailed on page 72
of the directors report.
Governance report
Communication
“It was a really informative day, meeting shareholders and colleagues
from stores and head office. It was good to see the Board in action,
presenting our results, future strategy and answering shareholder
questions. Not to mention our 125th anniversary celebrations for
which our store raised £23,000.”
Silvana Carlberg shareholder and employee at Shoreham store
“I just wanted to applaud you on a job well done with the annual
report – it’s fun, inviting, interesting with lots of colour. I am an
accountant and sometimes find these documents incredibly boring.
During the course of any week I rarely go without popping into M&S
to see what’s new.”
Anne Chin private shareholder
CORPORATE WEBSITE
There is a wealth of information online, including:
marksandspencer.com/thecompany
– our Governance Framework with individual accountabilities as
well as Board and committee terms of reference;
– annual reports and investor presentations;
– latest M&S news and press releases:
– a detailed account of how we have complied with the
Combined Code on Corporate Governance 2008;
– our Auditor Engagement Policy for the external auditors;
– our code of ethics; and
– our Articles of Association.