Marks and Spencer 2012 Annual Report Download - page 70

Governance Marks and Spencer Group plc Annual report and financial statements 2012 68
Other disclosures
Principal activities and Business review
Marks and Spencer Group plc (the ‘Company’) is the holding
company of the Marks & Spencer Group of companies (the
‘Group’). Marks & Spencer is the UK’s largest clothing retailer
with 731 stores across the country. We sell high-quality, great
value food, homeware and clothing and are the UK market
leaders in womenswear, lingerie and menswear. However our
customers shop with us – in stores, online or by phone –
we aim to provide the best and most convenient shopping
experience from purchase through to delivery. With 387 stores
in 43 territories across Europe, the Middle East and Asia, we
are growing our international presence to make the M&S brand
more accessible to customers around the world.
The Companies Act 2006 requires the Company to set out in
this report a fair review of the business of the Group during the
financial year ended 31 March 2012 including an analysis of the
position of the Group at the end of the financial year, and a
description of the principal risks and uncertainties facing the
Group (known as a ‘Business review’).
The information that fulfils the Business review requirements
are incorporated by reference and can be found in the following
sections:
–Chairman’s statement on pages 2 and 3
–Overview on pages 2 to 7
–Strategic review on pages 8 to 33
–Principal risks and uncertainties on pages 45 to 47
–Financial risk management on pages 97 to 102
–Social, environmental and ethical matters on pages 30 to 31.
More information is given in the How We Do Business report
available on our website at marksandspencer.com/
hwdbreport2012
Pages 1 to 72 inclusive (together with the sections of the Annual
Report incorporated by reference) consist of a Directors’ report
that has been drawn up and presented in accordance with and in
reliance upon applicable English company law and the liabilities of
the directors in connection with that report shall be subject to the
limitations and restrictions provided by such law.
Other information to be disclosed in the Directors’ report is
given in this section and indexed on page 72.
Profit and dividends
The profit for the financial year, after taxation, amounts to
£513.1m (last year £612.0m). The directors have declared
dividends as follows:
Ordinary shares £m
Paid interim dividend of 6.2p per share
(last year 6.2p per share) 97.6
Proposed final dividend of 10.8p per share
(last year 10.8p per share) 172.3
Total ordinary dividend of 17.0p per share
(last year 17.0p per share) 269.9
The final ordinary dividend will be paid on 13 July 2012 to
shareholders whose names are on the Register of Members at
the close of business on 1 June 2012.
Share capital
The Company’s issued ordinary share capital as at 31 March
2012 comprised a single class of ordinary share. Details of
movements in the issued share capital can be found in note 24
to the financial statements. Each share carries the right to one
vote at general meetings of the Company. During the period,
20,643,220 ordinary shares in the Company were issued as
follows:
–1,297,912 shares under the terms of the 2002 Executive
Share Option Scheme at prices between 256p and 352p.
–19,345,308 shares under the terms of the United Kingdom
Employees’ Save As You Earn Share Option Scheme at
prices between 203p and 559p.
Restrictions on transfer of securities
There are no specific restrictions on the transfer of securities in
the Company, which is governed by the Articles and prevailing
legislation. Nor is the Company aware of any agreements
between holders of securities that may result in restrictions on
the transfer of securities or that may result in restrictions on
voting rights.
Variation of rights
Subject to applicable statutes, rights attached to any class
of share may be varied with the written consent of the holders
of at least three-quarters in nominal value of the issued shares
of that class, or by a special resolution passed at a separate
general meeting of the shareholders.
Rights and obligations attaching to shares
Subject to the provisions of the Companies Act 2006, any
resolution passed by the Company under the Companies Act
2006 and other shareholders’ rights, shares may be issued
with such rights and restrictions as the Company may by
ordinary resolution decide, or (if there is no such resolution or
so far as it does not make specific provision) as the Board (as
defined in the Articles) may decide. Subject to the Articles, the
Companies Act 2006 and other shareholders’ rights, unissued
shares are at the disposal of the Board.
Powers for the Company issuing or buying back its
own shares
The Company was authorised by shareholders, at the 2011
AGM, to purchase in the market up to 10% of the Company’s
issued share capital, as permitted under the Company’s
Articles. No shares have been bought back under this authority
during the year ended 31 March 2012. This standard authority
is renewable annually; the directors will seek to renew this
authority at the 2012 AGM. It is the Company’s present
intention to cancel any shares it buys back, rather than hold
them in treasury.
The directors were granted authority at the 2011 AGM to allot
relevant securities up to a nominal amount of £132,079,033.
That authority will apply until the conclusion of the 2012 AGM.
At this year’s AGM shareholders will be asked to grant an
authority to allot relevant securities (i) up to a nominal amount
of £133,890,820, and (ii) comprising equity securities up to a
nominal amount of £267,781,640 (after deducting from such
limit any relevant securities allotted under (i)), in connection
with an offer of a rights issue, (the Section 551 Amount), such
Section 551 amount to apply until the conclusion of the AGM
to be held in 2013 or, if earlier, on 30 September 2013.
A special resolution will also be proposed to renew the
directors’ powers to make non pre-emptive issues for cash in
connection with rights issues and otherwise up to a nominal
amount of £20,083,623. A special resolution will also be
proposed to renew the directors’ authority to repurchase the
Company’s ordinary shares in the market. The authority will be
limited to a maximum of 160m ordinary shares and sets the
minimum and maximum prices which will be paid.
Interests in voting rights
Information provided to the Company pursuant to the Financial
Services Authority’s (FSA) Disclosure and Transparency Rules
(DTRs) is published on a Regulatory Information Service and on