Marks and Spencer 2012 Annual Report Download - page 51

Overview Strategic review Financial review Governance Financial statements and other information
Governance Marks and Spencer Group plc Annual report and financial statements 2012 49
Robert Swannell, Chairman
Understanding differing opinions is a key part of driving our
business forward. We are very interested in understanding
the views of our investors, and continue to engage with many
of them. Marc Bolland, Alan Stewart and our Investor
Relations team met with representatives from over 300
investment institutions during the year to answer their
questions and keep them updated on our performance and
plans. These ranged from one-on-one meetings to group
presentations and investor conference calls following our
results announcements. Any presentations provided in these
meetings are uploaded to our website and comments are fed
back to the Board and its Committees.
During the year I also met with a number of investors and
industry representatives to answer their questions and better
understand their policies on governance and voting. I also look
to stakeholder websites for information on their voting and
positions on stewardship at AGMs. We welcome further
engagement from institutions as they make progress in
adopting the Financial Reporting Council’s Stewardship Code.
In June 2011 we held our first governance event. Our largest
investors, industry governance specialists and voting advisory
companies were invited to our office to meet me, the Deputy
Chairman, Sir David Michels, the Chairman of our
Remuneration Committee, Steven Holliday and our Director of
Plan A to discuss key governance matters. The meeting was
well attended, received positive feedback and will be
repeated again in 2012.
For an independent view, Makinson Cowell, the capital
markets advisory firm, continues to provide the Board with an
annual presentation of major investors’ views on Company
management and performance. This is based on the results
of extensive surveys and interviews. This report is presented
each year ahead of the AGM.
Amanda Mellor, Group Secretary
During the year we continued our active engagement with
investors, representative bodies and governance
organisations. In addition to the investor meetings and
discussions on governance related matters I also gave a
number of presentations and lectures on the way M&S
approaches governance and stewardship to industry
contacts and other company secretariat teams.
Several government and regulatory consultation documents
were released during 2011/12. The Company has responded
to a number of these, keen to ensure that we help shape
good regulation and legislation.
Private shareholders continue to represent 95% of the
shareholders on our share register and we value their opinions
and continue to actively engage with them throughout the year.
We circulate shareholder topics cards with our Notice of
Meeting to ensure that the views of those shareholders
unable to attend our AGM are heard. Those returned are
summarised, presented to the Board and senior
management, the Chairman address the top three topics
at the meeting. Many are responded to directly. Shareholders
can also email the Chairman with their comments, write to us
or telephone our helpline.
We continue to encourage shareholders to become more
informed investors. A wealth of information is available on our
website throughout the year and our trading statements and
financial results are emailed to those shareholders that have
provided us with email addresses and requested to receive
electronic communication. This year we have added quick
response (QR) code links in some areas of this report, in the
Notice of Meeting and on our voting forms. These allow fast
access, via a smartphone, to information which the reader
may find useful. Also released during the year is our investor
relations app for the iPad, more information on this is provided
on the next page. We recognise that not all of our shareholders
are online or have these devices, so we suggest they receive
our smaller M&S ‘At-a-Glance’ booklet, published with the
private investor in mind, rather than the full report or review.
We remain committed to our lost shareholder programme and
our search agent, ProSearch, continues to seek out those that
have failed to keep their details up to date. Despite all our
efforts there are some instances where we are unable to find
the shareholder. For this reason we introduced our share
forfeiture programme; an industry first established to utilise
funds from these dormant accounts. The first funds were
forfeited in April 2011 and have supported the M&S Company
Archive. The relocation of the Archive this year to M&S’s
birthplace in Leeds has provided a unique opportunity to
celebrate both the rich history of Marks & Spencer and the
enormous benefits achieved by opening up the collection for
the Company, academics and the wider community. Further
funds were forfeited in April 2012, which will also be used for
good causes.
The Notice of Meeting sets out the resolutions being
proposed at the Annual General Meeting (10 July 2012 at
11am). Last year all resolutions were passed with votes
ranging from 84.8% to 99.9%.
In 2011 our AGM attracted close to 2,000 people with more
joining via our live webcast. This year our Notice of Meeting
advises some changes we are making to the format of the
meeting. We have moved the meeting by one day to avoid
a clash with two other high profile companies with large
private shareholder bases. The meeting has also been
moved from 2pm to 11am. Once again, the meeting will
be webcast live and a recording of the meeting added to
our website for later viewing.
Shareholders unable to attend are encouraged to vote in
advance of the meeting, online at sharevote.co.uk or by
using the proxy card which we mail to them. Last year, like
other FTSE 100 companies, we were disappointed to see
a marked reduction in voting from private shareholders.
Although the documents were already considered easy to
complete, we have redesigned our voting stationery to try
to make them clearer. Over 95% of our shareholders are
private investors, we value their opinions and would like
to see more voting cards returned from them.
What happens at our AGM?
Engagement