Marks and Spencer 2012 Annual Report Download - page 53

Nomination Committee
Chairman’s overview
Robert Swannell
Overview Strategic review Financial review Governance Financial statements and other information
Governance Marks and Spencer Group plc Annual report and financial statements 2012 51
We have had another active year, making very good progress
against all the actions in our 2011/12 action plan.
First, we secured the appointment of two new non-executive
directors, Vindi Banga and Miranda Curtis, to succeed Louise
Patten and Deputy Chairman Sir David Michels on their
retirement from the Board.
For each position we spent time reviewing the existing skill-set
on the Board, discussing our diversity in line with our new
policy (details of our Board diversity policy objectives can
be found below), specifically in terms of background and
experiences, nationality and gender, and balancing this against
what the business will need to become an international
multi-channel retailer. We spent considerable time with our
external consultants managing a formal, thorough and orderly
search, reviewing all those potential candidates that might fit
our criteria. We interviewed rigorously and have secured what
Effectiveness of the Nomination Committee
Who is on our Committee?
From
Nomination
Committee
Name of Director A B
Robert Swannell
(Committee Chairman) 4 Oct 2010 5 5
Marc Bolland 1 May 2010 5 5
Sir David Michels (Retired 29 Feb 2012) 4 4
Vindi Banga13 Sept 2011 3 2
Miranda Curtis 3 Feb 2012 1 1
Jeremy Darroch 1 Feb 2006 5 5
Martha Lane Fox 1 June 2007 5 5
Steven Holliday 15 July 2004 5 5
Louise Patten (Retired 13 July 2011) 2 2
Jan du Plessis 1 Nov 2008 5 5
A = Maximum number of meetings the director could have attended
B = Number of meetings the director actually attended
1) Vindi Banga was unable to attend the Committee meeting on 18 January 2012
due to business commitments in the US.
What has the Committee done during the year?
–Conducted a thorough and transparent appointment
process for the recommendation of two new non-executive
directors to ensure the Board is appropriately supported
and strengthened for the future;
–Conducted a thorough review and debated Board skills
and diversity to ensure the Board has the right balance
of skills and experience to support the future development
of the business;
–Reviewed the Board and Committee composition following
the new non-executive director appointments and
retirement of existing directors;
–Recommended the appointment of Jan du Plessis as
Senior Independent Director to replace Sir David Michels
on his retirement from the Board;
–Created a clear framework to review succession planning
and development for the executive director team and the
Board for the medium term; and
–Supported greater engagement with key managers with
non-executive director-only meetings.
What is the action plan for 2012/13?
–Continue to support succession plans and development
of the executive director team;
–Continue to drive the understanding of talent across the
organisation and support our development programme
for key managers;
–Continue to review ongoing knowledge and training for
all directors; and
–Continue to ensure that we plan for the evolution of
non-executive directors over the medium term to maintain
the appropriate mix of skills.
we believe to be two excellent appointments to the Board.
Both directors have undertaken extensive induction
programmes to ensure a rounded understanding of the
business and its ambitions. Further information on these
induction programmes can found at marksandspencer.com/
thecompany.
In conjunction with these appointments, we reviewed our
Committee composition and made a number of changes.
We also recommended the appointment of Jan du Plessis
as Senior Independent Director.
Again, in line with our action plan from last year, we have
focused on ensuring that succession is a key agenda item.
We have spent time looking at succession planning for the
Executive Director team as well the Board over the medium
to long term. We have also discussed talent and succession
for the top managers in the business.
Board Diversity Policy
Our Board diversity policy introduced this year seeks to
ensure that diversity in its broadest sense continues to remain
a significant feature of the M&S Board. We will report against
the objectives below in 2012/13:
–maintain a level of at least 30% female directors on the
Board over the short to medium term;
–assist the development of a pipeline of high-calibre
candidates by encouraging a broad range of senior
individuals within the business to take on additional roles to
gain valuable board experience;
–consider candidates for appointment as non-executive
directors from a wider pool including those with little or no
listed company board experience;
–ensure non-executive directors ‘long lists’ include 50%
women candidates;
–only engage executive search firms who have signed up
to the voluntary Code of Conduct on gender diversity and
best practice;
–report annually against these objectives and other initiatives
taking place within the Company which promote gender
and other forms of diversity; and
–report annually on the outcome of the Board evaluation,
the composition and structure of the Board as well as any
issues and challenges the Board is facing when considering
the diverse make up of the Company.