Marks and Spencer 2012 Annual Report Download - page 41

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Group Board
Robert Swannell
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Overview Strategic review Financial review Governance Financial statements and other information
Governance Marks and Spencer Group plc Annual report and financial statements 2012 39
To see our full governance
framework go to
marksandspencer.com/
thecompany and follow the link.
Those with a QR Reader app
can use the link to the right.
Our Committees and Committee chairmen
Diversity
This year diversity has been a key theme for governance
generally. We made further progress in shaping our Board for
the future, ensuring that diversity, in its broadest definition, is
at its heart. We discussed diversity and what this means for
our business, our customers and stakeholders. Our policy on
page 51 summarises our views and sets out our ambitions.
From a practical perspective, our focus on diversity
meant we looked hard at our mix of skills and experience.
Our new appointments have sought to complement these
as well as ensuring a better balance of gender and
international background as we become a truly international
multi-channel retailer.
Much focus of the diversity debate has concentrated on
female director appointments. Our female directors today
represent around 30% of the Board. Below Board level,
women account for 35% of senior management. A number
of appointments across the broader senior management team
have also enabled us to benefit from greater international
experience, which is important as we grow our international
presence. Our Board diversity mix is shown overleaf along with
more detailed biographies and a snapshot of the
Board’s experience.
Appointments and succession
In July 2011, we announced the appointment of Vindi Banga
as a non-executive director. Vindi joined the Board in
September and brings a wealth of global business experience
along with extensive consumer and brand knowledge. In July,
Laura Wade-Gery joined the Board as Executive Director
Multi-channel E-commerce, following the announcement
of her appointment in February 2011. In October 2011, we
announced the appointment of Miranda Curtis as a non-
executive director. Miranda joined the Board in February 2012
and brings a valuable perspective of international consumer
business and technology. Laura, Vindi and Miranda each had
extensive induction programmes on joining the Board. Vindi
and Miranda are also now both members of the Nomination
and Remuneration Committees.
In February 2012, our Deputy Chairman and Senior
Independent Director, Sir David Michels stepped down from
the Board following the end of his second three-year term.
The Board appointed Jan du Plessis as Senior Independent
Director on 1 March 2012 to succeed David. Jan has served
on the Board since November 2008.
In addition to ensuring appropriate succession of our non-
executive directors, the Nomination Committee has remained
focused on the succession and development of the Executive
team, as well as ensuring it has greater insight into our future
talent pool. The Committee’s activities are outlined on page 51.
Supporting this development of our leadership within the
business, the Remuneration Committee has overseen the
implementation of the new senior executive framework and
ensured robust and fair debate around the setting and
disclosure of objectives and targets. These are highlighted
in greater detail on page 57. The Committee has also
participated in the wider UK remuneration debate, taking an
active role in a number of formal consultations and engaging
with major shareholders and investor representative bodies.
Monitoring risk
Monitoring the level of risk, and ensuring appropriate
governance to support this remains a key objective, involving
the support of the Audit Committee. We have an ambitious
strategy and it is important that the scope of the audit plan
captures the full range of our business initiatives, whilst ensuring
assurance on core practices and activities. The outputs of the
Committee are described in greater detail on page 52.
Our Audit Committee has helped support the Board’s activities.
It is important that we continue to drive the level of challenge and
debate around risk as well as improve our understanding
of risk appetite and tolerance as our business evolves.
Overall, I am pleased with the progress we have made this year
across the governance agenda, some of which is highlighted
on the following pages. However, we will continue to be open
in any way we can to improve our governance and board
performance. Where things go wrong we will say so and learn.
Robert Swannell
Chairman