Marks and Spencer 2011 Annual Report Download - page 55

PART 1: UNAUDITED INFORMATION
Remuneration Committee
What is the remit of the Remuneration Committee?
The role of the Committee is to recommend to the Board the
senior remuneration strategy and framework, giving due regard to
the financial and commercial health of the Company and to
ensure the directors and senior management are fairly rewarded
for their individual contribution to the Company’s overall
performance.
The full terms of reference for the Committee can be found on the
Company’s website, with the key responsibilities summarised as
follows:
– setting a senior remuneration strategy that ensures the most
talented leaders are recruited, retained and motivated to deliver
results;
– reviewing the effectiveness of the senior remuneration policy
with regard to its impact and compatibility with the policy and
arrangements throughout the rest of the organisation;
– determining the terms of employment and remuneration for
executive directors and senior managers, including recruitment
and termination terms;
– approving the design, targets and payments made for any
annual incentive schemes that include executive directors and
senior managers;
– agreeing the design, targets and annual awards made, of all
share incentive plans requiring shareholder approval; and
– assessing the appropriateness and subsequent achievement
of the performance targets related to any share incentive plans.
In undertaking these responsibilities, the Committee seeks
external advice as necessary. To this end Deloitte LLP were
selected and appointed as independent external advisors to
theCommittee from November 2010 onwards. Prior to this,
HewittNew Bridge Street (a brand of Aon) per formed this role for
over ten years. The Committee also seeks internal support from
the Chairman, Group Secretary, Director of Human Resources
and Head of Employee Relations and Reward, all of whom may
attend the Committee meetings by invitation but are not present
for any discussions that relate directly to their own remuneration.
The Committee also regularly reviews external data produced
through several surveys and bespoke benchmarking data,
including those published by Hewitt New Bridge Street, KPMG,
Monks PwC, and Towers Watson.
Who’s on our Committee?
The following independent non-executive directors were
members of the Committee during 2010/11 and continue to
be members:
Remuneration Committee
Member From A B
Steven Holliday
(Chairman since
8 September 2009) 15 July 2004 9 9
Martha Lane Fox 1 June 2007 9 9
Sir David Michels(1) 26 May 2006 9 7
Louise Patten 1 February 2006 9 9
Jan du Plessis(2) 8 September 2009 9 7
A = Maximum number of meetings the director could have attended.
B = Number of meetings the director actually attended.
1) Sir David Michels was unable to attend the Committee meetings on
8December 2010 and 16 March 2011 due to overseas business commitments.
2) Jan Du Plessis was unable to attend the Committee meetings on 24 May 2010
due to business commitments with Rio Tinto and on 4 February 2011 due to
personal commitments.
What has the Committee done during the year?
In line with its remit, the following key matters were considered
by the Committee during the year:
Regular items:
– approval of the 2010 Directors’ Remuneration report and
review of the final outcome of AGM voting for the report;
– review of all share plan performance measures against
2010/11 half year and year end targets, including ratification
of vesting levels for any ‘good leavers’ from the Company;
– review achievement of Annual Bonus Scheme profit against
target and executive directors’ individual objectives for
2010/11;
– review and approval of all awards made under the
Performance Share Plan, taking into account the total value
of all awards made under these plans;
– review of director shareholding guidelines and achievement
of these for each executive director;
– consideration of current guidelines on executive
remuneration by advisory bodies and institutional investors;
– annual review of all executive directors’ and senior
managers’ base salaries and benefits in line with Company
principles and ratification of subsequent salary increases;
– assessment of the risk environment surrounding the
Company’s current remuneration arrangements;
– agreeing the design and targets for the 2011/12 Annual
Bonus Scheme, including sign off of individual objectives for
executive directors;
– consideration of the performance measures and targets to
be applied to the 2011/12 Performance Share Plan awards;
– review of Committee performance during the period; and
– review of Committee terms of reference.
Effectiveness of the Remuneration Committee
Our strategy Our performance & marketplace Operating review Financial review
Financial statements & other informationGovernanceChairman’s introduction
To find out more visit marksandspencer.com/annualreport2011 Directors’ report
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