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Governance Marks and Spencer Group plc Annual report and financial statements 2013 49
Overview Strategic review Financial review Governance Financial statements and other information
Engagement
Robert Swannell – Chairman
Engaging with our shareholders was a key action for the Board
in 2012/13. We are very keen to understand the views of all our
stakeholders and ensure open dialogue throughout the year,
not just ahead of the AGM season. We had another full agenda
in 2012/13. Marc Bolland, Alan Stewart and our Investor
Relations team met with representatives from over 300
investment institutions, answering their questions and keeping
them updated on our performance and plans. The level of
engagement ranged from one-on-one meetings to group
presentations and investor conference calls following our
results announcements. In addition we held a number of
investor days.
Governance event 2012
The Board is committed to ensuring that we communicate
effectively with our shareholders. We are regularly in contact
with our institutional shareholders and our annual
governance event held at our head office in June 2012
provided an opportunity to meet a significant number of our
largest investors, representatives from the influential investor
advisory companies and key industry governance specialists.
The 2012 event was attended by Robert Swannell, Chairman,
Jan du Plessis, Senior Independent Director, Jeremy
Darroch, Chairman of our Audit Committee, Steven Holliday,
Chairman of our Remuneration Committee and Mike Barry,
our Head of Sustainable Business. The event is structured
around presentations on:
–The Board
–Audit and Risk
–Remuneration
–Plan A
–Questions and Answers
The overriding objective of the meeting is to provide investors
and their governance specialists with an insight into the key
focus and considerations of the Board and its committees
and to better understand the governance measures
operating across the business.
In August investors were invited to the opening of our most
sustainable store at Cheshire Oaks; in October they were given
a focused update on our progress to become an international
multi-channel retailer and in February 2013 in Istanbul they had
the opportunity to better understand our International
operations and sourcing strategies. Investors, analysts and
press attended the Istanbul event where they received a
number of presentations and visited some of the flagship stores
in the city. All presentations from these events are available to
view at marksandspencer.com/thecompany.
In June 2012 I hosted the second of our now annual
Governance Days, details of the event are set out above.
Outside of this I also met with a number of investors and
industry representatives to answer their questions and better
understand their policies, concerns and thinking on
governance and voting. I also look to institutions to disclose
details of how they voted at AGMs on their websites.
Furthermore, we welcome engagement with institutions as the
Financial Reporting Council’s Stewardship Code continues to
be embedded.
Makinson Cowell, the capital markets advisory firm again
carried out our annual investor audit of major investors’ views
on the Company’s management and performance. This report
provides an independent view and is presented and discussed
in depth by the Board each year ahead of the AGM.
Amanda Mellor – Group Secretary
During the year we met and had a number of conversations
with investors and representatives on a variety of topics. I also
gave presentations and lectures on the way M&S approaches
governance and stewardship to industry contacts, other
company secretariat teams and to students of the Leeds
Business School. The Company has responded to a number of
BIS consultations on the changing remuneration and reporting
framework, ensuring that we help shape good regulation and
legislation.
Private shareholders continue to represent 95% of the
shareholdings on our share register. We value their opinions
and continue to actively engage with them. We circulate
shareholder topics cards with our Notice of Meeting to ensure
that the views of those shareholders unable to attend our AGM
are heard. Those returned are summarised, presented to the
Board and senior management and the Chairman addresses
the top three topics at the meeting. Many are responded to
directly. Shareholders can also email the Chairman with their
comments, write to us or telephone our helpline.
We continue our efforts to drive our private shareholders to
become more informed investors. A wealth of information is
available on our website and our Investor Relations iPad app
(available from the Apple App store) throughout the year. Our
trading statements and financial results are also emailed to
shareholders that have provided us with email addresses and
requested to receive electronic communication.
For those with smartphones, we have again used quick
response (QR) codes on our voting forms and Notice of
Meeting. These provide the reader with swift access to the
director biographies on our website.
We recognise that not all of our shareholders are online, and
that the full Annual Report or Annual Review may provide more
information than they require. We therefore suggest they
receive our smaller M&S At a Glance booklet, published with
the private investor in mind. We are keen to communicate that
we are listening to what our shareholders and customers are
telling us. We have therefore sent all shareholders a
supplementary booklet which provides some detail of the
significant changes that we have been making across our
clothing departments. This booklet also gives a preview of
some of our much anticipated Autumn collection and a
discount voucher to use in store from 25 July 2013.
We remain committed to our lost shareholder programme and
our search agent, ProSearch, continues to seek out those that
have failed to keep their details up to date. There have been
some great success stories and on many occasions individuals
have also become aware of lost shareholdings in other
companies, not just M&S. However, despite all our efforts there
are some instances where we are unable to find the
shareholder; at that stage our share forfeiture programme
steps in to utilise these funds and use them for good causes.