Marks and Spencer 2013 Annual Report Download - page 52

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Governance Marks and Spencer Group plc Annual report and financial statements 2013 50
Engagement continued
AGM
The AGM provides the Board with the opportunity to meet
and engage directly with our shareholders, particularly our
private shareholders. The 2012 AGM was held on Tuesday 10
July, the Board and the senior management were available to
speak to before the meeting and the Chairman and
Committee Chairmen answered shareholder questions
during the formal part of the meeting, all resolutions were
passed with votes ranging from 86.2% to 99.76%.
This year’s AGM will be held at Wembley Stadium in London
on Tuesday 9 July 2013. The Notice of Meeting sets out the
schedule for the day and each of the resolutions being
proposed at the meeting. A copy of the Notice can be
downloaded at marksandspencer.com/thecompany. Once
again the meeting will be webcast live and a recording of the
meeting available on our website after the event.
Shareholders unable to attend the AGM are encouraged to
vote in advance of the meeting, online at sharevote.co.uk or
by using the proxy card sent with the Notice of Meeting.
Investor Relations app for the iPad
As new media evolves we try to tailor our communication
platforms accordingly. With our Investor Relations
app you can view our results and trading statements,
regulatory news announcements, interviews with directors,
share price information and our TV marketing campaigns
all in one place.
To download the app, go to the Investor
section of marksandspencer.com/
thecompany and follow the link.
Those with a QR reader app can use
the link below.
Audit Committee
Chairman’s overview
Last year the Committee’s activities involved a strategic
reappraisal of the internal audit assurance plan, continued
challenge of the Group risk process and tolerance, an internal
audit effectiveness review, continued understanding of key
business areas and their associated risks, and improving
ongoing Committee learning. Our progress is outlined in further
detail on the following page.
The Committee has closely monitored the strategic progress of
the business against the plan set out in 2010. In line with last
year, the Committee continued its usual programme of
receiving presentations from across the business to better
understand key elements of the strategic plan, the associated
risks and how these are being mitigated. These are lively,
challenging discussions where the Committee members
contribute from their own experiences. A brief overview of
these discussions is provided on the following page.
As Robert Swannell referenced in his overview, my time as a
non-executive director of M&S is coming to an end and after six
years of service I will step down from the Board on 19 June
2013 and Andy Halford will take over as Chairman of the Audit
Committee. Andy brings a wealth of knowledge from his
business career and recent and relevant financial experience
from his role as Chief Financial Officer at Vodafone. I leave the
Committee in good hands.
External Auditor
The Committee recommended the reappointment of
PricewaterhouseCoopers LLP (PwC) for 2013/14. We believe
their independence, the objectivity of the external audit and the
effectiveness of the audit process is safeguarded and remains
strong. This is displayed through their robust internal
processes, their continuing challenge, their focused reporting
and their discussions with both management and the Audit
Committee.
We judge PwC through the quality of their audit findings,
management’s response and stakeholder feedback. No
decisions are taken by PwC over the design of internal controls
and they do not perform the role of management as part of any
of the work they undertake.
Their audit and non-audit fees are set, monitored and reviewed
throughout the year (see note 4 on page 87). We ensure that
our Auditor engagement policy, which is reviewed annually and
disclosed on our website marksandspencer.com/thecompany,
is adhered to when non audit work is commissioned. This
policy has been further strengthened in the 2012/13 financial
year.
The Committee recognises that this year the non audit fees are
higher than in previous years. This is predominantly due to two
significant projects – one HR-related and the other to advise in
the development of our integrated controls framework to
document the processes and controls across M&S’ core
business activities. In both instances other providers were
considered. However, it was felt that PwC were best positioned
“ We remain focused on
the audit assurance
and risk process to
support our longer term
objectives.”
Jeremy Darroch
Audit Committee Chairman