Marks and Spencer 2012 Annual Report Download - page 44

Governance Marks and Spencer Group plc Annual report and financial statements 2012 42
Our Board
Board Meetings
Name of Director A B
Chairman
Robert Swannell 10 10
Deputy Chairman
Sir David Michels1 (retired 29 February 2012) 9 8
Chief Executive
Marc Bolland 10 10
Executive directors
Kate Bostock 10 10
John Dixon 10 10
Steven Sharp210 9
Alan Stewart 10 10
Laura Wade-Gery (appointed 4 July 2011) 7 7
Non-executive directors
Vindi Banga (appointed 1 September 2011) 7 7
Miranda Curtis (appointed 1 February 2012) 2 2
Jeremy Darroch 10 10
Martha Lane Fox 10 10
Steven Holliday 10 10
Louise Patten (retired 13 July 2011) 3 3
Jan du Plessis310 9
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 Board meeting on 7 December 2011
due to overseas business commitments.
2) Steven Sharp was unable to attend the Board meeting on 6 January 2012
due to personal commitments.
3) Jan du Plessis was unable to attend the Board meeting on 4 May 2011
due to overseas business commitments with Rio Tinto.
The Board agenda focuses on our themes of driving our
strategy, developing strong leadership and succession,
monitoring execution, protecting our trusted brand and
our strong relationships with customers, employees and
other stakeholders.
While we recognise the importance of compliance, we
try to avoid spending time on box-ticking and gold-plating
legislation, choosing instead to focus on the long-term
plans for our business and its execution.
Following our external Board evaluation last year, we further
reviewed all information sent to Board members. We also
moved to electronic distribution of our Board papers by
iPad – a contribution, albeit small, towards supporting our
Plan A objective to reduce the use of printed paper across
our business, but one which clearly demonstrates the
Board’s willingness to embrace new technology and more
efficient methods of communication.
Our Board agendas today allow more time for debate and
long-term strategic discussion, with two Board away-days
held during the year. Our forward planner gives Board
members visibility of what is on future agendas for their
consideration. We also schedule time during every meeting
for ad hoc feedback as well as giving the non-executive
directors an opportunity for private discussion.
Following last year’s action plan we have sought to ensure
that we reflect on decisions taken by the Board and learn
from those decisions or situations where things go wrong.
A good example of this was a discussion held in December
2011, following a substantial fine from the Health and Safety
Executive after we were found to have breached the Health
and Safety at Work etc Act. The Board received a detailed
presentation from our health and safety, property and legal
teams, and discussed the lessons learnt from this case and
the actions put in place by the business to avoid such
incidents in future.
Driving strategy
The Board approved a number of significant strategic
developments and investments during the year. These included
the new platform for our online business, European websites in
France and Ireland, a number of new stores, investment and
review of our new store format programme as well as reviewing
the progress of associated customer-facing initiatives.
We have found that early stage engagement on strategic
initiatives is essential to ensuring robust debate. Given our
ambition to grow our business and become an international
multi-channel retailer by 2015 we have continued to hold two
strategy-focused meetings in the year. Our October meeting
was held in our newly opened store in Stratford, East London,
giving the Board the opportunity to walk the store and be in
touch with the latest customer and store developments prior
to the roll-out across the estate (discussed earlier in this
report). In February 2012, the Board came together again to
review the three-year plan and progress with the strategic
initiatives, particularly around the development of our
multi-channel and international businesses.
Monitoring risk
A greater level of strategic discussion has also enabled
the Board to develop its debate on risk, risk appetite
and tolerance, testing how best we can maximise the
opportunities for us to grow the business.
Protecting the business from operational or reputational
damage is an essential part of the Board’s role. In line with our
action plan, and supported by the Audit Committee, we have
assessed the effectiveness of our reporting controls and
ensured our Group Risk Profile reflects the business’s strategic
objectives. We have carried out a full review of internal controls,
updated our Code of Ethics and Behaviours, introduced an
Anti-Bribery Policy and supported this with a communications
and training programme to ensure awareness.
We have also reviewed previously approved investment
decisions, reviewed the progress of the Plan A External
Advisory Board and reviewed our health and safety and
business continuity planning.
Nurturing talent
Developing leadership, future talent and securing succession
plans for the business have continued to be key themes for
the Board, building on discussion from the previous year. As
we did last year, we also spent time on the induction of three
new Board members and the programmes designed were all
thoroughly comprehensive (an overview of these inductions
can be found in the Corporate Governance section of our
Corporate website marksandspencer.com/thecompany.
Leadership