Marks and Spencer 2013 Annual Report Download - page 59

Governance Marks and Spencer Group plc Annual report and financial statements 2013 57
Overview Strategic review Financial review Governance Financial statements and other information
Who’s on our Committee?
The following independent non-executive directors were
members of the Committee during 2012/13:
Member From A B
Percentage
of meetings
attended
Steven Holliday
(Committee
Chairman) 15 July 2004 7 7 100%
Vindi Banga11 Sept 2011 7 6 86%
Miranda Curtis21 Feb 2012 7 5 71%
Jan du Plessis 8 Sept 2009 7 7 100%
A = Maximum number of meetings the director could have attended.
B = Number of meetings the director actually attended.
1 Vindi Banga was unable to attend the Committee meeting on 20 April 2012 due to prior
business commitments with Clayton Dubilier & Rice.
2 Miranda Curtis was unable to attend the Committee meetings on 2 May 2012 due to
personal reasons and on 13 March 2013 due to prior business commitments with
Liberty Global Inc.
What has the Committee done during the year?
In line with its remit, the following key matters were considered
by the Committee during the year:
Regular items:
–approval of the Directors’ Remuneration Report for 2011/12
and review of the AGM voting outcome for the report;
–annual review of all executive directors’ and senior managers’
base salaries and benefits in line with Company policy and
approval of any salary increases;
–review of achievement of Annual Bonus Scheme profit against
target;
–review of achievement of executive directors’ individual
objectives for 2012/13;
–review of the design and targets for the 2013/14 Annual
Bonus Scheme including the approval of individual objectives
for executive directors;
–review and approval of all awards made under the
Performance Share Plan taking into account the total value of
all awards made under this plan;
–half year and year end review of all share plan performance
against targets;
–approval of the vesting level for the 2010 Performance Share
Plan awards;
–consideration of the performance measures and targets to be
applied to the 2013 Performance Share Plan awards;
–clear articulation of the Committee’s reasoning and
consideration for vesting and payment levels to executive
directors;
–review of director shareholding guidelines and achievement of
these for each executive director;
Effectiveness of the Remuneration Committee
–significant consideration of institutional investors’ current
guidelines on executive compensation;
–assessment of the external environment surrounding the
Company’s current remuneration arrangements;
–consideration of external market developments and best
practice in remuneration;
–review of Committee performance in 2012/13; and
–review of Committee terms of reference.
Other items:
–responded to the Department of Business, Innovation & Skills
(BIS) consultation on revised directors’ remuneration report
disclosures;
–consideration of the impact of the Scottish Limited
Partnership (SLP) change in accounting treatment on the
2012/13 Annual Bonus Scheme targets and Performance
Share Plan targets;
–review of and agreement to amendments to share plan rules
to support the Company’s international strategy;
–review of and agreement to remuneration packages for new
executive directors and new senior managers; and
–consideration and introduction of a ‘malus’ clause within the
Company’s share plan rules.
What is the action plan for 2013/14?
As a result of a full review of the Committee’s performance and
effectiveness, the following actions have been agreed for
2013/14:
–stakeholder engagement and the remuneration debate;
–company-wide remuneration offering and balance to the rest
of the organisation;
–clarity of remuneration disclosures;
–ongoing remuneration training of Committee members; and
–Committee succession and handover.