Marks and Spencer 2012 Annual Report Download - page 57

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Part 1: unaudited information
Governance Marks and Spencer Group plc Annual report and financial statements 2012 55
Overview Strategic review Financial review Governance Financial statements and other information
Who’s on our Committee?
The following independent non-executive directors were
members of the Committee during 2011/12:
Remuneration
Committee
Member From A B
Steven Holliday
(Chairman since
8 Sept 2009) 15 July 2004 6 6
Vindi Banga 1 Sept 2011 3 3
Miranda Curtis 1 Feb 2012 2 2
Martha Lane Fox
(stepped down
7 Sept 2011) 3 3
Sir David Michels1 (retired 29 Feb 2012) 5 3
Louise Patten2(retired 13 July 2011) 2 1
Jan du Plessis 8 Sept 2009 6 6
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 Committee meeting on 7 December 2011
due to overseas business commitments and the Committee meeting on
20 February 2012 due to personal reasons.
2) Louise Patten was unable to attend the Committee meeting on 16 May 2011 due to
personal reasons.
What has the Committee done during the year?
In line with its remit, the following key matters were
considered by the Committee during the year:
Regular items:
–approval of the 2011 Directors’ Remuneration report
and review of the outcome of AGM voting for the report;
–review of all share plan performance measures against
2011/12 half year and year end targets, including
ratification of vesting levels for any ‘good leavers’ from
the Company;
–agreement to and finalisation of the vesting level for
the 2009 Performance Share Plan awards;
–review achievement of Annual Bonus Scheme profit
against target and executive directors’ individual
objectives for 2011/12;
–review and approval of all awards made under the
Performance Share Plan, taking into account the
total value of all awards made under this plan;
–review of director shareholding guidelines and
achievement of these for each executive director;
–extensive consideration of advisory bodies’ and
institutional investors’ current guidelines on
executive compensation;
–annual review of all executive directors’ and senior
managers’ base salaries and benefits in line with
Company principles and ratification of salary increases;
–assessment of the risk environment surrounding the
Company’s current remuneration arrangements;
–design and targets for the 2012/13 Annual Bonus
Scheme, including sign off of individual objectives for
executive directors;
–consideration of the performance measures and
targets to be applied to the 2012 Performance Share
Plan awards;
–Committee’s reasoning and consideration for vesting and
payment levels clearly articulated to executive directors;
–review of Committee performance in 2011/12; and
–review of Committee terms of reference.
Other items:
–consideration of external market developments in
remuneration, including the Department of Business,
Innovation & Skills (BIS) consultation on executive
remuneration and participation in the meeting between
44 FTSE 100 companies and 44 pension schemes
attended by Vince Cable, the NAPF and Hermes EOS;
–assessment of Disguised Remuneration legislation
and the impact on the operation of the Company’s
share plans;
–review of the impact of pension auto-enrolment on the
current pension arrangements for executive directors;
–agreement to propose the renewal of the Share Incentive
Plan at the 2012 AGM; and
–review of and agreement to amendments to share plan
rules to support the Company’s international strategy.
What is the action plan for 2012/13?
As a result of the review of the Committee’s performance
and effectiveness, the following actions have been agreed
for 2012/13:
–ongoing remuneration training of the Committee;
–continue focus on shareholder engagement regarding
the remuneration debate;
–improve transparency and quality of remuneration
disclosure;
–ensure both long-term and short-term incentives remain
appropriate when reviewed against internal strategy
and other market schemes; and
–improve systematic monitoring of outcomes of
past decisions.
Effectiveness of the Remuneration Committee