Marks and Spencer 2012 Annual Report Download - page 65

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Governance Marks and Spencer Group plc Annual report and financial statements 2012 63
Overview Strategic review Financial review Governance Financial statements and other information
What are the executive directors’ external
board appointments?
The Company recognises that executive directors may be
invited to become non-executive directors of other
companies and that these appointments can broaden their
knowledge and experience to the benefit of M&S. The
individual director retains the fee, the details of which are
shown below for this financial year:
Company
Fee
£000
Marc Bolland1Manpower inc 117
Steven Sharp Adnams plc 28
Laura Wade-Gery2Trinity Mirror plc 30
1) Marc Bolland’s fee is paid in cash and stock units and in US dollars. For purposes
of this table the values were converted to Sterling using the £:$ spot rate as at
30 March 2012 for stock units and the average rolling £:$ rate during the year for
cash payments.
2) Laura Wade-Gery stepped down from the Board of Trinity Mirror plc on 10 May 2012.
Directors’ interests
What are the directors’ interests in the Company?
The beneficial interests of the directors and connected
persons in the shares of the Company are shown below.
Options granted under the Company share schemes are
shown in Part 2 of this report. Further information regarding
employee share option schemes is given in note 13 to the
financial statements on page 92 of the Annual Report.
There have been no changes in the directors’ interests in
shares or options granted by the Company and its
subsidiaries between the end of the financial year and
23 May 2012. No director had an interest in any of the
Company’s subsidiaries at the beginning or end of the year.
Ordinary shares as
at 3 April 2011
(or at date of
appointment)
Ordinary
shares as at
31 March 2012
Robert Swannell 70,000 100,000
Marc Bolland 147,430 147,430
Kate Bostock 182,514 187,243
John Dixon 102,529 156,295
Steven Sharp 387,808 397,044
Alan Stewart 10,000 10,000
Laura Wade-Gery – 55,055
Miranda Curtis – 5,500
Vindi Banga – 2,000
Jeremy Darroch 2,000 2,000
Martha Lane Fox 20,100 20,100
Steven Holliday 2,500 2,500
Jan du Plessis 20,000 20,000
What are the current service contracts and terms
of employment for directors?
Executive directors
All executive directors and senior managers have service
contracts that can be terminated by the Company giving 12
months’ notice and by the employee giving six months’ notice.
The Company retains the right to terminate the contract of
any executive director summarily, in accordance with the
terms of their service agreement, on payment of a sum equal
to the contractual notice entitlement of 12 months’ salary and
specified benefits. In line with best practice, for all current
executive directors the Company reserves the right on
termination to make phased payments which are paid in
monthly instalments and subject to mitigation. Entitlement to
participate in share schemes ceases on termination.
Chairman
Robert Swannell has an agreement for service which requires
six months’ notice by either party.
Non-executive directors
Non-executive directors have an agreement for service with
the Company for an initial three-year term, which can be
terminated on three months’ notice by either party.
What were the changes to the Board during the year?
Directors appointed to the Board
Laura Wade-Gery
Laura Wade-Gery was appointed Director, Multi-channel
E-commerce on 4 July 2011. Her remuneration package is
consistent with the structure for executive directors outlined
in this report, and the full terms of her package, including
awards made to facilitate her appointment were disclosed in
last year’s report.
Vindi Banga and Miranda Curtis
Vindi Banga and Miranda Curtis joined the Board of
Marks and Spencer Group plc as non-executive directors on
1 September 2011 and 1 February 2012 respectively. They
both receive a basic annual fee of £70,000 in line with the
structure set out on page 58.
Jan du Plessis
Following Sir David Michels retirement from the Board,
Jan du Plessis was appointed Senior Independent Director
on 1 March 2012. As a result of this appointment his annual
fee increased from £70,000 to £100,000 in line with the
structure set out on page 58.
Directors retiring from the Board
Sir David Michels and Louise Patten
Sir David Michels, Deputy Chairman and Senior Independent
Director, retired from the Board on 29 February 2012
following his second three-year term.
Louise Patten served as a non-executive director from 2006
until 13 July 2011, when she retired from the Board.