Marks and Spencer 2012 Annual Report Download - page 45

Doing
the right thing
the right way
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Board discussion – Driving continuous improvement in 2011/12
Overview Strategic review Financial review Governance Financial statements and other information
Governance Marks and Spencer Group plc Annual report and financial statements 2012 43
Building on the development of our leadership, this year
our non-executive directors held a number of small informal
lunch meetings with senior managers. These meetings have
been well received, giving our non-executive directors the
opportunity get to know our top talent and give our managers
a forum for free-flowing informal debate with Board members.
Training and development of our senior managers has
continued to be a key focus and the majority of them have
now been through our Lead to Succeed programme. This
year the Board supported the introduction of two additional
modules to this initiative to challenge our managers as to how
they might lead an international, multi-cultural, multi-channel
business. We believe that these initiatives position us well to
develop a source of talented leaders for the future and
feedback has been extremely positive.
We have also ensured our reward framework is fit for
purpose, reflecting our resolve to recognise the skills and
talents represented across our teams as well as setting
stretching goals and objectives that feed into our wider
ambitions for the business. Our Remuneration Committee
continues to lead and ensure they challenge on this important
piece of work; for more details see page 57.
Feedback is encouraged both within the boardroom and
across our business. All employees have a chance to share
their views and insights via a host of engagement initiatives
including our annual ‘Your Say’ survey, Business Involvement
Groups, director presentations, the Annual Business
Conference for store and senior management and informal
director roundtable discussions. Employee feedback from
such events is discussed by the Board giving useful insight
into employee morale and their reactions.
Leadership and employees
–Focused on succession within the business,
reviewing and identifying the top talent,
developing a pipeline of high-quality individuals
for future succession.
–Developed our Board Diversity policy.
–Continued to focus on the composition,
balance and effectiveness of the Board.
The appointment of two new non-executive
directors and a new Senior Independent
Director brings new perspectives, experience
and skills to the table, further strengthening the
Board debate.
–Reviewed the key operational hires and
identified gaps in experience needed to deliver
the strategy.
–Continued to enhance employee engagement
through, the annual ‘Your Say’ survey, our
Business Involvement Groups, the BIG Idea,
director presentations, the Annual Business
Conference and informal director roundtable
discussions.
Trusted brand
–Launched the M&S Company Archive to
the public. Ensuring our rich history and
heritage is preserved and accessible by
the Company, the academic community
and the wider public.
–Established the Plan A External Advisory
Board, to provide independent advice and
guidance to shape our ambition of becoming
the world’s most sustainable retailer.
–Supported the strengthening of
governance structures throughout our
international operations to better protect
our brand, following issues highlighted
by our internal processes.
Checks and balances
–Assessed the effectiveness of the Group Risk
Profile by identifying where the business’s key
risks lie, aligning them with the business’s risk
appetite and highlighting how to effectively
target those risks.
–Undertook a ‘Year 2 Booster’ approach
to the 2012 evaluation of the Board and
its committees to continue our focus of
becoming the best Board we can be.
–Reviewed the health and safety lessons
learned, ensuring the safety of our
employees and customers is protected.
–Scrutinised and debated key investment
proposals: re-evaluated two significant
property and logistics investment decisions
to ensure best value for the business.
–Reviewed the Governance Framework and
launched a comprehensive anti-bribery,
training and awareness campaign.
Relations with shareholders
–Annual independent investor audit undertaken
by Makinson Cowell.
–Held our first governance event in June 2011,
providing an opportunity for the Board and
our top 20 investors and investor bodies to
engage face-to-face on key areas of concern.
–Engaged with our retail shareholders at
the AGM.
–Reached out to our ‘lost’ shareholders
by engaging a full lost shareholder search
programme, now embedded into the
annual calendar.
–Actively engaged with institutional
shareholders, investor and regulatory
bodies throughout the year.
Customers
–Received regular presentations from the M&S
Customer Insight Unit, to better understand
the key customer concerns, market and
consumer trends and sentiment in the current
tough economic environment.
–Approved the launch of the new store format
and reviewed the progress of the customer
facing initiatives. These newly refreshed store
environments now showcase the distinct
clothing brands and the newness and
innovation of the food offering.
–Received customer feedback in store and at
the AGM.
Strategy
–Approved the decision to build a new
multi-channel platform to support our
multi-channel ambitions, including agreeing
the key suppliers for the project.
–Held two Board away-days to support and
challenge all areas of the Group strategy and
the three-year plan.
–Regularly reviewed the supply chain
modernisation project and challenged the
distribution model to ensure value and efficiency.
–Debated the new International strategy
and reviewed the case for restructuring the
Greek operation.
–Debated and approved the Group’s
dividend policy.
–Reviewed the Group’s capital structure
and funding requirements.
–Agreed the launch of the French and Irish
websites, to support our international ambitions.