Marks and Spencer 2010 Annual Report Download - page 78

Marks and Spencer Group plc Annual report and financial statements 2010 Directors’ report 74
Other disclosures continued
Board of directors
The membership of the Board and biographical details of the
directors are given on page 44 and 45 and are incorporated into
this report by reference. Details of directors’ beneficial and non-
beneficial interests in the shares of the Company are shown on
page 66. Options granted under the Save As You Earn (SAYE)
Share Option and Executive Share Option Schemes are shown
on pages 68 to 70. Further information regarding employee share
option schemes is given in note 12 to the financial statements.
Marc Bolland was appointed to the Board as Chief Executive
on 1 May 2010 and will stand for election at the AGM in 2010,
along with John Dixon who was appointed to the Board as an
executive director on 9 September 2009. Sir Stuart Rose will
step down as Executive Chairman on 31 July 2010, when he will
become Chairman. He will leave the Company by March 2011.
On 5 May 2010 the Company announced the resignation of
Ian Dyson. He will step down from the Board following the AGM
on 14 July and will leave the Company on 31 August 2010.
On 8 July 2009 Graham Oakley was succeeded in his role as
Group Secretary by Amanda Mellor, who had been Head of
Investor Relations since 2004.
The appointment and replacement of directors is governed
by the Company’s Articles, the Combined Code on Corporate
Governance 2008 (the ‘Code’), the Companies Act 2006 and
related legislation. The Articles may be amended by a special
resolution of the shareholders. Subject to the Articles, the
Companies Act 2006 and any directions given by special resolution,
the business of the Company will be managed by the Board who
may exercise all the powers of the Company.
The Company may by ordinary resolution declare dividends not
exceeding the amount recommended by the Board. Subject to the
Companies Act 2006, the Board may pay interim dividends, and
also any fixed rate dividend, whenever the financial position of the
Company, in the opinion of the Board, justifies its payment.
Appointment and retirement of directors
The directors may from time to time appoint one or more directors.
The Board may appoint any person to be a director (so long as the
total number of directors does not exceed the limit prescribed in the
Articles). Any such director shall hold office only until the next AGM
and shall then be required to stand for election.
At each AGM at least one-third of the current directors must
retire as directors by rotation. All those directors who have been in
office at the time of the two previous AGMs and who did not retire
at either of them must retire as directors by rotation. In addition, a
director may at any AGM retire from office and stand for re-election.
In accordance with the Code, any director who has served more
than three three-year terms (other than as a director holding an
executive position) is subject to annual re-election. In addition
the Board has determined that Sir Stuart Rose will seek annual
re-election as a director until the Company’s governance reverts
to recommended best practice.
Directors’ conflicts of interest
The Company has procedures in place for managing conflicts
of interest in place. Should a director become aware that they,
or their connected parties, have an interest in an existing or
proposed transaction with Marks & Spencer, they should notify
the Board in writing or at the next Board meeting. Internal controls
are in place to ensure that any related party transactions involving
directors, or their connected parties, are conducted on an arm’s
length basis. Directors have a continuing duty to update any
changes to these conflicts.
Directors’ indemnities
The Company maintains directors’ and officers’ liability insurance
which gives appropriate cover for any legal action brought against
its directors. The Company has also granted indemnities to each of
its directors and the Group Secretary to the extent permitted by law.
Qualifying third party indemnity provisions (as defined by section
234 of the Companies Act 2006) were in force during the year
ended 3 April 2010 and remain in force, in relation to certain losses
and liabilities which the directors (or Group Secretary) may incur to
third parties in the course of acting as directors (or Group Secretary)
or employees of the Company or of any associated company.
Employee involvement
We have maintained our commitment to employee involvement
throughout the business.
Employees are kept well informed of the performance and
objectives of the Group through personal briefings, regular
meetings, personal letters to their home, email and Chairman
broadcasts at key points in the year to all head office employees
and store management. In addition many of our store colleagues
can join the briefings by telephone to hear directly from the Board.
These types of communication are supplemented by our employee
publications including, ‘Your M&S’ magazine, Plan A updates and
DVD presentations. More than 3,500 employees elected onto
Business Involvement Groups (‘BIGs’) across every store and head
office location represent their colleagues in two-way communication
and consultation with the Company. They have continued to play a
key role in a wide variety of business changes, in what has been a
very challenging year.
The fifteenth meeting of the European Works Council (‘EWC’)
(established in 1995) will take place in September 2010.
This Council provides an additional forum for informing, consulting
and involving employee representatives from the countries in the
European Community. The EWC includes members from our joint
venture companies established in the Czech Republic and Greece,
as well as representatives from the Republic of Ireland and the UK.
By holding the meeting in September this year, the new Chief
Executive will have the opportunity to address the EWC and update
on his observations following his first four months in office.
Directors and senior management regularly attend National BIG
meetings and visit stores and discuss with employees matters of
current interest and concern to them and the business through
meetings with local Business Involvement Groups, specific listening
groups and informal discussion.
Share schemes are a long-established and successful part of
our total reward package, encouraging and supporting employee
share ownership. In particular, around 25,000 employees currently
participate in Sharesave, the Company’s all employee Save As you
Earn Scheme. Full details of all schemes are given on pages 95 to 97.
We maintain contact with retired staff through communications
from the Company and the Pension Trust. Member-nominated
trustees have been elected to the Pension Trust Board, including
employees and pensioners. We continue to produce a regular
Pensions Update newsletter for members of our final salary pension
scheme and the M&S Retirement Plan.