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Governance Marks and Spencer Group plc Annual report and financial statements 2013 56Governance Marks and Spencer Group plc Annual report and financial statements 2013 56
Part 1: Unaudited information
What is the remit of the Remuneration Committee?
The role of the Remuneration Committee is to make
recommendations regarding the senior remuneration strategy
and framework to the Board to ensure the executive directors
and senior management are appropriately rewarded for their
contribution to the Company’s performance, taking into account
the financial and commercial position of the Company.
The full terms of reference for the Committee can be found on
the Company’s website at marksandspencer.com. The key
responsibilities are summarised below:
–setting a senior remuneration strategy that ensures the most
talented leaders are recruited, retained and motivated to
deliver results;
–reviewing the effectiveness of the senior remuneration policy
with regard to its impact;
–considering the appropriateness of the senior remuneration
policy when reviewed against the policy and arrangements
throughout the rest of the organisation;
–determining the terms of employment and remuneration for
executive directors and senior managers including recruitment
and termination arrangements;
–approving the design, targets and payments for all annual
incentive schemes that include executive directors and senior
managers;
–agreeing the design, targets and annual awards made for all
share incentive plans requiring shareholder approval; and
–assessing the appropriateness and subsequent achievement
of performance targets relating to any share incentive plan.
In carrying out these responsibilities, the Committee seeks
independent external advice as necessary and continued to
retain the services of Deloitte LLP during the year. The
Committee appointed Deloitte as independent advisors in 2010
following a competitive tender process. Deloitte provide
independent commentary on matters under consideration by
the Committee and updates on legislative requirements, best
practice and market practice. The Committee is comfortable
that the Deloitte engagement partner and team provide
objective and independent remuneration advice to the
Committee and do not have any connections with
Marks and Spencer Group plc that may impair their
independence. In addition to providing advice on executive
remuneration, Deloitte has provided tax, consultancy and
internal audit advice to the Group in the financial year.
Deloitte is a founding member of the Remuneration
Consultants Group and voluntarily operates under the code of
conduct in relation to executive remuneration consulting in the
UK. The code of conduct can be found at
www.remunerationconsultantsgroup.com.
The Committee also seeks internal support from the Chairman,
Group Secretary, Director of Human Resources and Head of
Reward as required. All may attend the Committee meetings
by invitation but are not present for any discussions that relate
directly to their own remuneration.
The Committee also regularly reviews external survey and
bespoke benchmarking data including that published by
Aon Hewitt (through the New Bridge Street consultancy),
KPMG, PwC and Towers Watson.
How does the Committee engage with shareholders?
The Remuneration Committee is committed to an open and
transparent dialogue with shareholders on the issue of
executive remuneration. During the last comprehensive review
of the framework in 2010/11, the Committee actively engaged
widely with key shareholders and shareholder representative
bodies, and the views expressed in consultation were taken
into account in shaping the current framework. When reviewing
the senior remuneration framework each year, the Committee
continues to take into account the views and guidance
expressed by shareholders and shareholder bodies. The
Remuneration Committee Chairman is available to answer
questions at the AGM and the answers to specific questions
are posted on the Company website.
What was the level of support for the 2011/12
Directors’ Remuneration Report?
At the Annual General Meeting on 10 July 2012, 96.26% of
shareholders voted in favour of approving the Directors’
Remuneration Report for 2011/12, which the Committee
believes illustrates the strong level of shareholder support for
the senior remuneration framework:
Remuneration Committee
For: 96.26%
Against: 3.74%