Marks and Spencer 2012 Annual Report Download - page 74

Governance Marks and Spencer Group plc Annual report and financial statements 2012 72
Other Disclosures continued
Going concern
In adopting the going concern basis for preparing the financial
statements, the directors have considered the business
activities as set out on pages 1 to 37 as well as the Group’s
principal risks and uncertainties as set out on pages 45 to 47.
Based on the Group’s cash flow forecasts and projections, the
Board is satisfied that the Group will be able to operate within
the level of its facilities for the foreseeable future. For this
reason the Group continues to adopt the going concern basis
in preparing its financial statements.
Auditors
Resolutions to reappoint PricewaterhouseCoopers LLP
as auditors of the Company and to authorise the Audit
Committee to determine their remuneration will be proposed
at the 2012 AGM.
Annual General Meeting
The AGM of Marks and Spencer Group plc will be held
at the Royal Festival Hall, Southbank Centre, London on
10 July 2012 at 11am. The Notice of Meeting is given, together
with explanatory notes, in the booklet which accompanies
this report.
Directors’ responsibilities
The directors are responsible for preparing the Annual report,
the Remuneration report and the financial statements in
accordance with applicable law and regulations. Company law
requires the directors to prepare financial statements for each
financial year. Under that law the directors have prepared the
Group and Company financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted
by the EU. Under company law the directors must not approve
the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and the
Company and of the profit or loss of the Company and Group
for that period. In preparing these financial statements, the
directors are required to:
–select suitable accounting policies and then apply them
consistently;
–make judgements and accounting estimates that are
reasonable and prudent;
–state whether applicable IFRSs as adopted by the EU have
been followed, subject to any material departures disclosed
and explained in the financial statements; and
–prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and the Group and to
enable them to ensure that the financial statements and the
Remuneration report comply with the Companies Act 2006
and, as regards the Group financial statements, Article 4 of
the IAS Regulation. They are also responsible for safeguarding
the assets of the Company and the Group and hence for
taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The directors are responsible for the maintenance and integrity
of the Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions. Each of the
directors, whose names and functions are listed on pages 40
and 41 of the Annual report, confirm that, to the best of their
knowledge:
–the Group financial statements, which have been prepared
in accordance with IFRSs as adopted by the EU, give a true
and fair view of the assets, liabilities, financial position and
profit of the Group; and
–the Business review contained in this report includes a fair
review of the development and performance of the business
and the position of the Group, together with a description of
the principal risks and uncertainties that it faces.
Disclosure of information to auditor
Each director confirms that, so far as he (she) is aware, there is
no relevant audit information of which the Company’s auditors
are unaware and that each director has taken all the steps that
he (she) ought to have taken as a director to make himself
(herself) aware of any relevant audit information and to establish
that the Company’s auditors are aware of that information.
Index to principal Directors’ report disclosures
Information required to be disclosed in the Directors’ report can
be found on the following pages:
Annual General Meeting 72
Appointment and retirement of directors 70
Auditors 72
Board of directors 69
Charitable donations 71
Creditor payment policy 71
Deadlines for exercising voting rights 69
Directors’ conflicts of interest 70
Directors’ indemnities 70
Directors’ responsibilities 72
Disclosure of information to auditor 72
Employee involvement 70
Employees with disabilities 71
Equal opportunities 71
Essential contracts or arrangements 71
Events after the reporting period 71
Going concern 72
Groceries Supply Code of Practice 71
Interests in voting rights 68
Market value of properties 71
Political donations 71
Powers for the Company issuing or buying
back its own shares 68
Principal activities and Business review 68
Profit and dividends 68
Restrictions on transfer of securities 68
Rights and obligations attaching to shares 68
Share capital 68
Significant agreements – change of control 69
Variation of rights 68
By order of the Board
Amanda Mellor, Group Secretary
London
21 May 2012