Marks and Spencer 2013 Annual Report Download - page 56

Governance Marks and Spencer Group plc Annual report and financial statements 2013 54
Nomination Committee continued
Board diversity policy
Last year we published our first Board diversity policy, which
set out our targets and objectives to ensure that diversity, in its
broadest sense, remains a central feature of the Board. This
year, in line with best practice, we are reporting against each of
the objectives in the policy:
Maintain a level of at least 30% female directors on the
Board over the short to medium term
The number of women on the Board has fallen since last year
from 31% to 21%, below the 30% target we set ourselves. This
reduction resulted from the departure of Kate Bostock and the
subsequent appointments to the Board of Steve Rowe as
Executive Director, Food and Andy Halford as a non-executive
director. However, the figure will increase to 23% following the
departure of Jeremy Darroch on 19 June 2013. A number of
women were shortlisted and interviewed for the non-executive
director position and we remain committed to increasing the
representation of women on the Board. However, all appointments
will continue to be based on merit, measured against objective
criteria and the skills and experience the individual offers.
Assist the development of a pipeline of high-calibre
candidates by encouraging a broad range of senior
individuals within the business to take on additional
roles to gain valuable board experience
A number of internal initiatives are underway to actively
develop, nurture and strengthen a pipeline of talent through the
business, including:
–a comprehensive talent review presented to the Board annually;
–the introduction of our internal Leadership Development
Service, which partners key talent across the business and
assists them in focusing and broadening their skill sets and
experience for future opportunities. Initiatives include assisting
individuals to gain valuable board experience through
non-executive roles outside M&S, primarily with NHS Trusts;
–access to International Business School training;
–executive coaching schemes;
–senior management sponsored schemes;
–non-executive director mentor schemes.
Consider candidates for appointment as non-executive
directors from a wider pool, including those with little or
no listed company board experience
The Nomination Committee works closely with our executive
search agency, JCA, in drawing up long and short lists of
candidates who offer a full range of experience and skills.
In searching for our most recent non-executive director, we
identified and interviewed a wide and diverse selection of
candidates, many of whom were women. All candidates were
measured against our agreed criteria, which in this case
included the necessary skills and experience to succeed
Jeremy Darroch as Chairman of the Audit Committee.
Ensure ‘long lists’ of potential non-executive directors
include 50% female candidates
The Board is committed to ensure high performing women
achieve greater exposure to the nomination committees of
FTSE 100 companies, which is why we have committed to
ensuring that all of our non-executive director long lists in the
short to medium term include 50% female candidates. During
the year, one independent non-executive director was
appointed to the Board. As part of that process and in
conjunction with our executive search firm we ensured that at
least 50% of the candidates on the long list were women.
Only engage executive search firms who have signed up
to the voluntary Code of Conduct on gender diversity
and best practice
The Board supports the aims of the seven principles of the
Executive Search Firms Voluntary Code of Conduct on gender
diversity. We only engage executive search firms who are
signatories to this code. We continued to work closely with JCA
during the year, who are committed to supporting us in increasing
the representation of women on the Board. The Board confirms
that JCA has no other connection with the Company.
Report annually against these objectives and other
initiatives taking place within the Company which
promote gender and other forms of diversity
The Board remains committed to reporting against the
objectives in the Policy. A number of business wide initiatives
have aimed at promoting gender and other forms of diversity:
–promoted diversity in all of its forms through the Company’s
Diversity Forum, which meets quarterly. It reviews diversity
across the business, establishes internal measures and
targets and sets future challenges (currently looking at the
pipeline of women through the business);
–hosted a series of Women’s Breakfasts. Laura Wade-Gery
hosted a roundtable discussion on women in business as part
of International Women’s Day;
–launched MBA Leadership Programme to recruit and develop
talented MBA graduates from international business schools;
–pioneered flexible working policies. M&S champions a culture
where some of the most senior employees work flexibly. For
example Belinda Earl, recently appointed as Style Director
– works a 2/3 day week;
–work with our suppliers across the globe to ensure women
are treated fairly and equally;
–proactively encourage an inclusive culture through the Marks
& Start initiatives, including the most recent Marks & Start
Logistics programme, which works specifically to get disabled
people into the workforce at our distribution centres.
Report annually on the outcome of the Board
evaluation, the composition and structure of the Board
as well as any issues and challenges the Board is facing
when considering the diverse make-up of the Company
We continue to regard the Board and Committee evaluation
process as an important means of monitoring our progress as
a Board. Further details on how we have progressed during the
year and details of the 2013/14 Action Plan can be found on
page 44. We continue to work closely on the succession of
executive directors, identifying the high-calibre talent across the
business. We have also continued the process of progressively
refreshing the make-up of the non-executive directors, both vital
elements in enhancing the Board’s diversity.
The Board diversity policy helps to keep diversity at the front of
the Board’s mind when considering its composition, whilst also
driving initiatives across the business. As we continue to pursue
our international strategy it is ever more important to ensure the
Board has international experience and outlook and that the
management is reflective of the customers and communities
which we serve. Much is talked about gender diversity and we
remain committed to achieving our target of 30% female
representation on the Board in the short to medium term. The
development of a strong and diverse pipeline of senior
management including measures to assist those talented
women throughout the business to rise to the highest levels
continues to be an area on which the Board is focused.