Marks and Spencer 2013 Annual Report Download - page 44

Governance Marks and Spencer Group plc Annual report and financial statements 2013 42
Leadership The Board in action
The role of the Board
The Board’s primary responsibility is to promote the long term
success of the Company by creating and delivering sustainable
shareholder value. The Board seeks to achieve this through
setting out its strategy, monitoring its strategic objectives and
providing oversight of its implementation by the management
team. In establishing and monitoring its strategy, the Board
considers the impact of its decisions on wider stakeholders
including employees, suppliers and the environment.
A number of key decisions and matters are reserved for the
Board’s approval and are not delegated to management. These
include matters relating to the Group’s strategy, approval of
major acquisitions, disposals, capital expenditure, financial
results and overseeing the Group’s systems of internal control,
governance and risk management. The Board delegates
certain responsibilities to its committees, to assist it in carrying
out its functions of ensuring independent oversight. These
committees are made up of independent non-executive
directors and play a key role in supporting the Board. The
Chairmen of the Audit, Nomination and Remuneration
Committees provide updates on their activities during the year
later in this report.
A full schedule of matters reserved for the Board’s decision
along with the terms of reference of the Board’s key
committees and the individual roles of the Board members can
be found in the Group’s formal Governance Framework
available to view online at marksandspencer.com/thecompany
The Board meets regularly throughout the year. There were 11
scheduled meetings this year including two strategy meetings,
where the non-executive directors contributed their expertise
and independent oversight into the development of the strategy.
Sufficient time is given at the end of each Board meeting for the
Chairman to meet privately with the Senior Independent Director
and the non-executive directors to discuss any matters. Details
of individual Board directors’ attendance at meetings in 2012/13
are set out in the table to the right.
Progress against strategy
The Board spent a great deal of its time together in 2012/13
focused on monitoring its key strategic objectives around
International, Supply Chain and Multi-channel, reviewing
progress against the three-year plan, challenging key strategic
investments and initiatives and reviewing the Company’s capital
structure. The Board held two strategy awaydays during the
year, to ensure it continued to challenge, test and develop its
strategy of becoming an international multi-channel retailer. The
first of the meetings was held in October 2012 and gave the
Board the opportunity to visit the Company’s new distribution
centre in Castle Donington, a key component of our
multi-channel ambitions. This was combined with a visit to our
new Plan A sustainable store at Cheshire Oaks, where key
elements of our new store design were in place. In February
2013 the Board met in Istanbul, Turkey to review and debate
progress of the International strategy, which included meeting
the Company’s franchise partner in the region to understand
more about their ambition and vision. The Board also visited a
number of local stores around Istanbul and toured the regional
sourcing hub to gain a more detailed understanding of the GM
supply chain.
Board
meetings
Percentage
attended
Name of Director A B
Chairman
Robert Swannell 11 11 100%
Chief Executive
Marc Bolland 11 11 100%
Executive directors
Kate Bostock (resigned 30 September 2012) 4 4 100%
John Dixon 11 11 100%
Steve Rowe (appointed 1 October 2012)18 8 100%
Steven Sharp211 10 90%
Alan Stewart 11 11 100%
Laura Wade-Gery311 10 90%
Non-executive directors
Vindi Banga 11 11 100%
Miranda Curtis411 10 90%
Jeremy Darroch (Retires 19 June 2013) 11 11 100%
Martha Lane Fox511 10 90%
Andy Halford (appointed 1 January 2013) 3 3 100%
Steven Holliday 11 11 100%
Jan du Plessis 11 11 100%
A = Maximum number of meetings the director could have attended.
B = Number of meetings the director actually attended.
1) Steve Rowe attended the Board meeting on 5 September 2012 as part
of his induction ahead of his appointment to the Board on 1 October
2012.
2) Steven Sharp was unable to attend the Board meeting on 13 March
2013 due to illness.
3) Laura Wade-Gery was unable to attend the Board meeting on 20 June
2012 due to personal commitments.
4) Miranda Curtis was unable to attend the Board meeting on 2 May 2012
due to prior business commitments with Liberty Global.
5) Martha Lane Fox attended all scheduled board meetings, however was
unable to attend an additional Board Conference Call on 23 November
due to illness.
Monitoring risk
The Board has continued to debate and develop its
understanding of risk, risk appetite and tolerance, testing
how we can best maximise the opportunities for us to grow
the business.
Protecting the business from operational and reputational risk is
an essential part of the Board’s role. In line with our action plan,
and supported by the Audit Committee, we have continued to
drive a better understanding of the risks we face, further
developed and tested our tolerance and appetite for risk and
ensured our Group Risk Profile continues to robustly reflect the
business’ strategic objectives and opportunities. We have
carried out a full review of internal controls, with a particular
focus on processes and controls around confidential information
following the leak of elements of the Q3 Interim Management
Statement.
“ The Board devoted
considerable attention
to the key strands of the
strategy, including visits
to Cheshire Oaks, Castle
Donington and Istanbul.”
Robert Swannell
Chairman
The Board took the opportunity as part of its strategy days
in 2012/13 to visit some key operations and projects around
the business.
Strategy meeting at Castle Donington
The board discussed progress of the new
end-to-end supply chain and strategic IT
programmes, toured the new distribution
centre and reviewed the new Marks & Start
Logistics initiative.