Marks and Spencer 2012 Annual Report Download - page 40

Governance
Chairman’s overview
Robert Swannell
Governance Marks and Spencer Group plc Annual report and financial statements 2012 38
UK Corporate Governance Code
The 2010 UK Corporate Governance Code is the standard
against which we were required to measure ourselves in
2011/12. We are pleased to confirm that we complied with
the UK Corporate Governance Code 2010 for the period
under review with the exception that, for a short period of six
weeks, the number of independent non-executive directors
on the Board, excluding the Chairman, dropped below half
as required by the Code. This was due to a timing difference
between the retirement of Louise Patten in July and Vindi
Banga joining the Board in September. Given that the Board
was not scheduled to – and did not – meet during this short
period, we feel our governance was not impacted.
Last year was the start of a new chapter in the development
of the Board and our governance. We have made progress
against the plan we set ourselves, driving leadership,
collaboration and a culture of continuous improvement in
standards and performance across the business.
We have made a number of changes to the Board and its
Committees during the year, welcoming three new members
to the team.
I believe that we have a truly engaged and committed
Board. I am pleased with the robust and challenging debate
held across a wide range of issues and the support shown
to the Executive team as it drives our strategy to become an
international multi-channel retailer.
It is important that we continue to drive our effectiveness
as a team and ensure we are consistent in our commercial
decisions and in our values and principles. Integrity in our
decision-making is key to maintaining the trust of our
stakeholders.
What we do today, the level of debate and behaviour we
exhibit as a Board is critical to our success. We recognise
that we may not always get things right; where that is the
case we will learn from our mistakes. We should be as
open as we can be to new ways of doing things better
as well as drawing from our past decisions, experiences,
standards and processes and use them to inform and
support our future.
As an extraordinary testament to our rich history and
experience, we recently moved the M&S Company Archive
to a purpose built new home in the heart of the University
of Leeds. This allows us to make our extensive collection,
gathered over 128 years, accessible for the first time to a
much wider community. To find out more visit
marksintime.marksandspencer.com
The Board has taken an active interest in the Archive’s
development, recognising that our history and decisions
have guided behaviours, contributed to the M&S culture
and enabled the development of the M&S brand.
We, as a Board, are the current guardians of this iconic
and valuable brand, its reputation and stakeholder
relationships.
If we continue to do the right thing, the right way, with integrity
and with the right checks and balances, these will be
protected for the future.
Our governance is focused not only on the boardroom
but also right across the business. We believe that good
governance ultimately produces a better business and
supports long-term performance. It is not just what we do,
but how we do it.
As a Board we regularly discuss and review:
–our strategy, brand and reputation and how we
can best achieve our goal to become an international
multi-channel retailer;
–our Code of Ethics and Behaviours; our guide to our
values, behaviours and ways of working;
–our colleagues, ensuring they feel valued, motivated
and rewarded and how we can ensure their future
development and succession;
–our customers, suppliers and local communities,
ensuring we treat them fairly and with respect;
–our shareholders, how we can communicate openly and
be transparent with them in the way we manage the
business; and
–Plan A, our ambitious plan to become the world’s
most sustainable retailer.
The required regulatory and governance assurances are
provided throughout this report. However, again we have
sought to avoid a box-ticking approach. Using the key themes
of the Code, we focus on how governance supports and
protects the M&S business in a practical way. You will find our
approach to Leadership on pages 42 and 43, Effectiveness on
44, Accountability on 45 to 48, Engagement and Relations with
Shareholders on 49 and 50, the Governance of our Pension
Scheme on page 50 and Remuneration on pages 54 to 67.
Our Governance Framework is constantly reviewed and sets
out the roles, accountabilities and expectations for our
directors and our structures. It also details a schedule of
matters reserved for the Board’s decision, detailing key
aspects of the Company’s affairs that the Board does not
delegate (including, amongst other things, approval of
acquisitions and disposals, business plans and material
expenditure). The framework can be viewed, along with the full
account of how we have complied with the UK Corporate
Governance Code at marksandspencer.com/thecompany.
“ The Board is the guardian of
the M&S brand, its reputation
and stakeholder relationships.
If we continue to do the right
thing, the right way, with
integrity and with the right
checks and balances, these
will be protected for the future.”