Marks and Spencer 2013 Annual Report Download - page 45

Governance Marks and Spencer Group plc Annual report and financial statements 2013 43
Overview Strategic review Financial review Governance Financial statements and other information
Leadership Development Service, a personalised coaching
service, which recognises the specific needs of individuals and
addresses them through a tailored set of initiatives. One such
initiative is the facilitating of non-executive roles outside M&S
for key individuals who we believe would benefit from gaining
valuable Board experience.
Our MBA Leadership Programme, which aims to recruit and
develop talented MBA graduates from a range of international
business schools, towards senior management and leadership
roles in ambitious timescales, is proving an effective way of
developing talented international leaders with experience
across a range different industries. A balance of developing our
internal talent while accessing key external talent where
necessary is enabling us to build a stronger and more dynamic
pool of leaders across the business.
Leadership and employees
–Discussed changes in the composition of the
Board and its Committees;
–Considered succession planning and approved
the appointment of a new executive director
and one new non-executive director.
–Reviewed employee engagement across the
business – Annual ‘Your Say’ survey and
quarterly pulse surveys; received updates on
initiatives taking place across the Company
including the BIG Idea, director presentations,
roundtable director discussions and Women in
Business forums.
–Discussed and reviewed high potential talent
across the business, held non-executive
director lunches with successional and high
performing senior management.
Trust and values
–Reviewed and promoted the business values
and culture ensuring that they remain relevant
and core to the business.
–Considered the impact of the European wide
horsemeat scandal on the food industry and
M&S.
–Received updates on the Plan A agenda and
reviewed initiatives such as the launch of the
Shwopping campaign.
Shareholder relations
–Discussed the Annual Independent Investor
Audit undertaken by Makinson Cowell.
–Actively engaged our top 20 shareholders and
investor bodies at our annual governance
event in June 2012 in which the Board invited
discussion on matters of concern.
–Discussed our International strategy with
investors in Istanbul.
–Engaged retail shareholders at the AGM.
–Helped protect our shareholders by launching
a share fraud awareness campaign.
Governance
–Considered, challenged and identified how we
continue to manage and monitor risk appetite;
–Reviewed the formal evaluation of the Board
and its Committees in 2013, facilitated
internally by the Group Secretary.
–Considered, challenged and approved the
optimum capital structure for the business.
–Scrutinised and approved a number of capital
spending projects.
–Reviewed and challenged the Group’s Treasury
policies.
–Provided input into the BIS (Business,
Innovation & Skills) consultations on the new
remuneration and narrative reporting
framework.
–Launched an independent investigation into
the Q3 leak and reviewed and discussed the
recommendations.
Customers
–Debated and challenged performance in
Womenswear. Received and considered
updates on the new GM strategy and initiatives
across Womenswear.
–Received regular updates from the Customer
Insight Unit on the economic environment, the
retail sector, competition and customers.
–Considered and approved the launch of M&S
Bank current accounts and an in-store branch
network.
Strategy
–Two strategic awaydays:
–i) October 2012: Reviewed investments in the
new supply chain programme, considered the
future of multi-channel and shopping channels,
reviewed the store modernisation programme
and the impact and future development of Plan
A. Included visits to Castle Donington
distribution centre and Cheshire Oaks store.
–ii) February 2013: Held in Istanbul, it provided
an opportunity for the Board to meet our
franchise partner and review, discuss and
develop the International strategy.
–Reviewed the new strategy in GM and the
structural changes made across Womenswear.
–Considered, scrutinised and approved the
Group’s three year strategic and operating
plan.
–Discussed the ongoing store modernisation
programme.
–Debated the property strategy and the impact
of multi-channel.
–Reviewed the long term funding strategy for
the DB pension scheme.
Board activity 2012/13
Oversight of succession
Securing succession and developing leadership of future talent
have once again been key considerations for the Board. A
number of significant changes were made to the Board and
senior management during the year to bring further strength
and expertise to the executive team and ensure continued
independent oversight. Both new appointments to the Board
were made against objective criteria and in line with the
Board’s diversity policy which we introduced last year. We have
reported our progress against the policy on page 54. Tailored
induction programmes were provided to both executive and
non-executive directors, details of which can be found on our
corporate website, marksandspencer.com/thecompany.
The development of the senior leadership team across the
business has continued, with all of the Top 100 employees
having now completed our flagship leadership development
programme, Lead to Succeed. We have introduced a
The Board’s key priority this year was providing oversight of and challenge to the progress of its strategy to be an international multi-channel, retailer.
Key activities for the Board during the year included
Strategy meeting in Istanbul
The Board met in Istanbul in February to
review and discuss the International
strategy. The directors met with our
franchise partners in the region, the
regional sourcing team and visited a
number of stores in Istanbul. The Board received presentations
on the regional sourcing strategy and key growth plans.
Visit to Cheshire Oaks Store
The second part of the October strategy
day. The Board discussed the
development of Plan A, the store
modernisation programme and held a
session on the future of retail. The Board
met with engineers and toured the store, one of our first Plan A
sustainable learning stores, to understand some of the specific
environmental initiatives undertaken in the build.