Marks and Spencer 2012 Annual Report Download - page 72

Governance Marks and Spencer Group plc Annual report and financial statements 2012 70
Other Disclosures continued
non-executive director on 1 February 2012. Sir David Michels
stepped down from the Board as Deputy Chairman and Senior
Independent Director, following the end of his second three-year
term on 29 February 2012. Jan du Plessis was appointed Senior
Independent Director on 1 March 2012. In line with industry best
practice, all directors will stand for election at the 2012 AGM.
The appointment and replacement of directors is governed
by the Company’s Articles, the UK Corporate Governance
Code (the ‘Code’), the Companies Act 2006 and related
legislation. The Articles may be amended by a special
resolution of the shareholders. Subject to the Articles, the
Companies Act 2006 and any directions given by special
resolution, the business of the Company will be managed by
the Board who may exercise all the powers of the Company.
The Company may by ordinary resolution declare dividends not
exceeding the amount recommended by the Board. Subject to
the Companies Act 2006, the Board may pay interim dividends,
and also any fixed rate dividend, whenever the financial position
of the Company, in the opinion of the Board, justifies its payment.
Appointment and retirement of directors
The directors may from time to time appoint one or more
directors. The Board may appoint any person to be a director
(so long as the total number of directors does not exceed the
limit prescribed in the Articles). Under the Articles any such
director shall hold office only until the next AGM and shall then
be eligible for election. The Articles also require that at each
AGM at least one-third of the current directors must retire as
directors by rotation. All those directors who have been in office
at the time of the two previous AGMs and who did not retire at
either of them must retire as directors by rotation. In addition,
a director may at any AGM retire from office and stand for
re-election. However, in line with the UK Corporate Governance
Code 2010, all directors will stand for annual election at the
2012 AGM.
Directors’ conflicts of interest
The Company has procedures for managing conflicts of
interest in place. Should a director become aware that they,
or their connected parties, have an interest in an existing or
proposed transaction with Marks & Spencer, they should notify
the Board in writing or at the next Board meeting. Internal
controls are in place to ensure that any related party
transactions involving directors, or their connected parties,
are conducted on an arm’s length basis. Directors have a
continuing duty to update any changes to these conflicts.
Directors’ indemnities
The Company maintains directors’ and officers’ liability
insurance which gives appropriate cover for any legal action
brought against its directors. The Company has also granted
indemnities to each of its directors and the Group Secretary
to the extent permitted by law. Qualifying third party indemnity
provisions (as defined by section 234 of the Companies Act
2006) were in force during the year ended 31 March 2012 and
remain in force, in relation to certain losses and liabilities which
the directors (or Group Secretary) may incur to third parties in
the course of acting as directors or Group Secretary or
employees of the Company, or of any associated company.
Employee involvement
We remain committed to employee involvement throughout the
business. Employees are kept well informed of the performance
and strategy of the Group through personal briefings, regular
meetings, personal letters home, email and broadcasts by the
Chief Executive and members of the Board at key points in the
year to all head office employees and store management. In
addition many of our store colleagues can join the briefings by
telephone to hear directly from the business. These types of
communication are supplemented by our employee publications
including, ‘Your M&S’ magazine, Plan A updates and DVD
presentations. More than 3,500 employees elected onto Business
Involvement Groups (‘BIGs’) across every store and head office
location to represent their colleagues in two-way communication
and consultation with the Company. They have continued to play
a key role in a wide variety of business changes, in what has been
a very busy year.
The seventeenth meeting of the European Works Council
(‘EWC’) (established in 1995) will take place in July 2012. This
Council provides an additional forum for informing, consulting
and involving employee representatives from the countries in
the European Community. The EWC includes members from
our partly owned companies established in the Czech Republic
and Greece, as well as representatives from the Republic of
Ireland and the UK. The EWC will have the opportunity to be
addressed by the Chief Executive and other senior members of
the Company on issues that affect the European business. This
will include the directors of International and Multi-channel, and
the director of Plan A, which all have an impact across the
European Community.
Directors and senior management regularly attend the National
Business Involvement Group (BIG) meetings. They visit stores
and discuss with employees matters of current interest and
concern to both employees and the business through meetings
with local BIG representatives, specific listening groups and
informal discussion. The business has continued to engage
with employees and drive involvement through a scheme called
The BIG Idea. On a quarterly basis the business poses a
question to gather ideas and initiatives on a number of areas
including how we better serve our customers. Several
thousand ideas are put forward each time and the winning
employee receives an award and the chance to see how this is
implemented by the Company.
Share schemes are a long-established and successful part
of our total reward package, encouraging and supporting
employee share ownership. In particular, around 25,000
employees currently participate in Sharesave, the Company’s
all employee Save As you Earn Scheme. Full details of all
schemes are given on pages 59 to 60.
We have a well established interactive wellbeing website, called
planahealth.com, a completely bespoke website and service
designed exclusively for M&S employees. It gives any employee
the opportunity to access a wealth of information, help and
support. We cover all areas of wellbeing, from healthy eating
and exercise to help in overcoming issues such as stress,
financial challenges, achieving a positive work-life balance and
problems with sleeping.
The response since its launch in May 2010 has been excellent
with 11,500 employees making personal pledges to improve
a specific health or wellbeing issue. Employees are able to
interact with one another, post information about clubs and
groups in their area and can gain access to information about
corporate projects which link to their personal health pledges.
We have already received hundreds of testimonials from
employees telling us that they are enjoying the programme, feel
better as a result and enjoy its social/community-based style.
We maintain contact with retired staff through communications
from the Company and the Pension Trust. Member-nominated
trustees have been elected to the Pension Trust Board, including
employees and pensioners. We continue to produce a regular
Pensions Update newsletter for members of our final salary
pension scheme and the M&S Retirement Plan.