Marks and Spencer 2013 Annual Report Download - page 55

Governance Marks and Spencer Group plc Annual report and financial statements 2013 53
Overview Strategic review Financial review Governance Financial statements and other information
Nomination Committee
Chairman’s overview
Who is on our Committee?
Chairman’s Overview
The Committee has focused on strengthening, broadening,
balancing and understanding the range of skills, experience
and diversity on the Board, its Committees and below
Board level.
This year we have secured important appointments and
overseen a number of changes to the composition of the
Board. Andy Halford joined the Board in January as a non-
executive director to succeed Jeremy Darroch as Chairman of
the Audit Committee when he steps down from the Board on
19 June 2013. John Dixon, formerly Executive Director, Food
was appointed to take charge of General Merchandise,
following Kate Bostock’s departure from the Company in
September 2012. Steve Rowe was appointed to the Board to
succeed John as Executive Director, Food. Prior to his
appointment to the Board, Steve had held a number of senior
“ We have secured
important appointments
and overseen a number
of changes to the
composition of the Board.”
Robert Swannell
Chairman
management roles, most recently as Head of Retail. Steve’s
appointment demonstrates progress against the Committee’s
focus on succession and development of internal talent below
Board level. In addition Steven Holliday has agreed to remain
on the Board for a further year to ensure continuity. On 21 May
we announced that Steven Sharp, Executive Director,
Marketing will be retiring from business. He will step down from
the Board at the 2013 AGM and will continue to work in the
business as Creative Director until 28 February 2014. Patrick
Bousquet-Chavanne will take over responsibility for marketing
and will be put forward for election to the Board as Executive
Director, Marketing and Business Development at the 2013
AGM.
In conjunction with these appointments, we have also reviewed
our Committee composition during the year, recommending
the appointment of Andy Halford as a member of both the
Nomination and Audit Committees
The lack of women on boards remains a significant focus for
companies and regulators around the world. We are committed
to increasing the participation of women across all levels of our
business, not least the Board, however, we continue to view
diversity in its broadest sense, and seek to ensure that this
remains a significant feature of our Board. We have made
progress against many of the objectives which we set out in
our Board diversity policy which we published for the first time
in last year’s Annual Report. We have reported against each of
these objectives on page 54.
The Committee is made up of a majority of independent
non-executive directors, details of its membership are set out
below. Its terms of reference are available to view on our
website at marksandspencer.com/thecompany.
Name of Director From A B
Percentage
of meetings
attended
Robert Swannell
(Committee Chairman) 4 October 2010 4 4 100%
Marc Bolland 1 May 2010 4 4 100%
Vindi Banga 3 September 2011 4 4 100%
Miranda Curtis13 February 2012 4 3 75%
Jeremy Darroch
(resigns 19 June 2013) 1 February 2006 4 2 50%
Martha Lane Fox 1 June 2007 4 4 100%
Andy Halford (appointed
1 January 2013) 1 January 2013 1 1 100%
Steven Holliday 15 July 2004 4 4 100%
Jan du Plessis 1 November 2008 4 4 100%
A = Maximum number of meetings the director could have attended
B = Number of meetings the director actually attended
1) Miranda Curtis was unable to attend the Committee meeting on 2 May
2012 due to prior business commitments with Liberty Global.
2) Jeremy Darroch was unable to attend two Committee meetings due to
prior business commitments.
What has the Committee done during the year?
This year, in line with our 2012/13 action plan, the Committee
spent a significant amount of time discussing succession and
development of the executive director team whilst also
supporting the development of talent across the business.
We have also reviewed the skill set and level of ongoing
training for all directors. During the year the Committee:
–recommended the appointments of Steve Rowe and Andy
Halford to the Board and John Dixon’s appointment as
Executive Director, General Merchandise;
–discussed the appointment renewal for Martha Lane Fox
and Steven Holliday.
–undertook a review of the Board and Committee composition
in advance of and following the appointment of the new
executive and non-executive directors and considered the
retirement and tenure of existing directors;
–reviewed our progress against our stated diversity policy
objectives, and highlighted where further action is required;
–reviewed ongoing training and knowledge of all directors;
–reviewed results of the Committee’s evaluation as part of our
annual Board review process.
What is the action plan 2013/14?
–continue to refresh and evolve the non-executive directors on
the Board and ensure appropriate skills and diverse
experience;
–continue to support succession of the executive directors
and gain greater exposure to high potential talent across the
organisation;
–review the size of the Board to ensure continued efficient and
effective debate;
–continue to review ongoing inductions, training and
knowledge of all directors.