Marks and Spencer 2010 Annual Report Download - page 76

Marks and Spencer Group plc Annual report and financial statements 2010 Directors’ report 72
Other disclosures
Principal activities and Business review
Marks and Spencer Group plc (the ‘Company’) is the holding
company of the Marks & Spencer Group of companies (the
‘Group’). We are one of the UK’s leading retailers with over
21 million customers visiting our stores every week. We sell high
quality, great value clothing and home products and outstanding
quality food. We source our products responsibly from 2,000
suppliers around the world, 76,000 people work for M&S both
in the UK and in 41 countries overseas where we have a growing
international business.
The Companies Act 2006 requires the Company to set out
in this report a fair review of the business of the Group during
the financial year ended 3 April 2010 including an analysis of
the position of the Group at the end of the financial year, and
a description of the principal risks and uncertainties facing the
Group (known as a ‘Business review’).
The information that fulfils the Business review requirements
can be found in the following sections of this report.
Chairman’s overview on pages 1 to 7 −
Performance overview and KPIs on pages 8 to 11 −
Brand and marketplace on pages 12 to 15 −
Operating and financial review on pages 16 to 43 −
Principal risks and uncertainties on pages 56 and 57 −
Financial risk management on pages 102 to 105 −
Social, environmental and ethical matters on pages 36 to 41. −
More information is given in the How We Do Business report
available on our website at marksandspencer.com/
annualreport2010
Pages 1 to 76 inclusive (together with the sections of the Annual
Report incorporated by reference) consist of a Directors’ report
that has been drawn up and presented in accordance with and in
reliance upon applicable English company law and the liabilities of
the directors in connection with that report shall be subject to the
limitations and restrictions provided by such law.
An index to other Directors’ report disclosures are given on
page 76.
Profit and dividends
The profit for the financial year, after taxation, amounts to £526.3m
(last year £508.0m). The directors have declared dividends as
follows:
Ordinary shares £m
Paid interim dividend of 5.5p per share
(last year 8.3p per share) 86.4
Proposed final dividend of 9.5p per share
(last year 9.5p per share) 150.4
Total ordinary dividend, 15.0p per share
(last year 17.8p per share) 236.8
The final ordinary dividend will be paid on 16 July 2010 to
shareholders whose names are on the Register of Members at the
close of business on 4 June 2010.
Share capital
The Company’s authorised and issued ordinary share capital as at
3 April 2010 comprised a single class of ordinary shares. Details of
movements in the issued share capital can be found in note 25 to
the financial statements. Each share carries the right to one vote
at general meetings of the Company. During the period, 4,521,662
ordinary shares in the Company were issued as follows:
977,352 shares under the terms of the 2002 Executive Share −
Option Scheme at prices between 215p and 352p; and
3,544,310 shares under the terms of the United Kingdom −
Employees’ Save As You Earn Share Option Scheme at prices
between 203p and 349p.
Restrictions on transfer of securities
There are no specific restrictions on the transfer of securities
in the Company, which is governed by the Articles and prevailing
legislation. Nor is the Company aware of any agreements between
holders of securities that may result in restrictions on the transfer of
securities or that may result in restrictions on voting rights.
Variation of rights
Subject to applicable statutes, rights attached to any class of shares
may be varied with the written consent of the holders of at least
three quarters in nominal value of the issued shares of that class,
or by a special resolution passed at a separate general meeting
of the shareholders.
Rights and obligations attaching to shares
Subject to the provisions of the Companies Act 2006, any resolution
passed by the Company under the Companies Act 2006 and other
shareholder rights, shares may be issued with such rights and
restrictions as the Company may by ordinary resolution decide, or
(if there is no such resolution or so far as it does not make specific
provision) as the Board (as defined in the Articles) may decide.
Subject to the Articles, the Companies Act 2006 and other
shareholder rights, unissued shares are at the disposal of the Board.
Powers for the Company issuing or buying back
its own shares
The Company was authorised by shareholders, at the 2009 AGM,
to purchase in the market up to 10% of the Company’s issued
share capital, as permitted under the Company’s Articles. No shares
have been bought back under this authority. This standard authority
is renewable annually; the directors will seek to renew this authority
at the 2010 AGM. It is the Company’s present intention to cancel
any shares it buys back, rather than hold them in treasury.
There are no specific restrictions on the transfer of securities
in the Company, which is governed by the Articles and prevailing
legislation, nor is the Company aware of any agreements between
holders of securities that may result in restrictions on the transfer
of securities or that may result in restrictions on voting rights.
Subject to the Companies Act 2006, rights attached to any
class of share may be varied with the written consent of the holders
of at least 75% in nominal value of the issued shares of that class,
or by a special resolution passed at a separate general meeting of
the shareholders.