Marks and Spencer 2013 Annual Report Download - page 68

Governance Marks and Spencer Group plc Annual report and financial statements 2013 66
Remuneration report continued
Directors retiring from the Board
Kate Bostock
Kate Bostock, Executive Director, General Merchandise retired
from the Board and ceased to be an employee of the Company
on 1 October 2012. She received salary and benefits up to her
leaving date and received no further payments on leaving other
than an amount in respect of accrued but untaken holiday
entitlement. The Remuneration Committee exercised its
discretion and no payments were made under either the
2011/12 or the 2012/13 Annual Bonus Scheme.
The status of her outstanding long-term incentive awards is
shown in the table on page 70. In accordance with the terms of
the Performance Share Plan, Kate was entitled to all vested
options granted in 2009 under the Performance Share Plan
(which vested in June 2012), but all other outstanding awards
made under this Plan lapsed on leaving. With regard to
outstanding awards made under the Deferred Share Bonus Plan,
the Remuneration Committee exercised its discretion and on
leaving she received the full entitlement of options granted in
2010 and the award made in 2011 was pro-rated for time held
from date of grant to her leaving date. No award was made in
2012 under the Deferred Share Bonus Plan.
What will be the changes to the Board in 2013/14?
Directors joining the Board
Patrick Bousquet-Chavanne
Patrick Bousquet-Chavanne will join the Board as
Executive Director, Marketing & Business Development on
10 July 2013. He will receive an annual salary of £525,000 and
is entitled to receive benefits and participate in the executive
incentive schemes in line with the framework for other
executive directors.
Directors retiring from the Board
Steven Sharp
Steven Sharp, Executive Director, Marketing will retire from the
Board following the Annual General Meeting on 9 July 2013
and will continue to work in the business as Creative Director
until 28 February 2014 when he will leave the Company. As a
result, Steven will be paid in line with his contractual
arrangements. He will not receive any lump sum payment in
lieu of notice, but will be entitled to receive a payment under
the Annual Bonus Scheme, pro-rated for the months worked in
2013/14. Steven will not receive any award to be made in 2013
under the Company’s Performance Share Plan. In line with the
Plan rules, he will be entitled to all outstanding share awards
made under the Company’s long-term incentive schemes. For
unvested awards made under the Performance Share Plan, the
number of shares he will receive will be determined by
achievement against the measures and targets at the end of
the respective performance period.
Jeremy Darroch
Jeremy Darroch has served as a non-executive director
and Chairman of the Audit Committee since February 2006.
He has decided to step down and retires from the Board on
19 June 2013.
What are the executive directors’ external board
appointments?
The Company recognises that executive directors may be
invited to become non-executive directors of other companies
and that these appointments can broaden their knowledge and
experience to the benefit of the Company. The individual
director retains any fee. External board appointments for the
2013/14 financial year are shown below:
Name Company Fee £000
Marc Bolland Manpower Inc 1241
Steven Sharp Adnams plc 28
1 Marc Bolland’s fee is paid in cash and stock units and in US dollars. For the purposes of
this table the values were converted to sterling using the £:$ spot rate as at 30 March 2013
for stock units and the average rolling £:$ rate during the year for cash payments.
Directors’ interests
What are the directors’ interests in the Company?
The beneficial interests of the directors and connected persons
in the shares of the Company are shown in the table below.
Options granted under the Company share schemes are
detailed in part 2 of this report. Further information regarding
employee share option schemes is given in note 13 to the
financial statements on page 95 of the Annual Report.
There have been no changes in the directors’ interests in
shares or options granted by the Company and its subsidiaries
between the end of the financial year and 22 May 2013. No
director had an interest in any of the Company’s subsidiaries at
the beginning or end of the year.
Ordinary shares
as at
1 April 2012
or at date of
appointment
Ordinary shares
as at
30 March 2013
Robert Swannell 100,000 100,000
Marc Bolland 147,430 147,430
John Dixon 156,295 156,407
Steve Rowe 177,423 185,926
Steven Sharp 397,044 399,560
Alan Stewart 10,000 10,000
Laura Wade-Gery 55,055 55,055
Miranda Curtis 5,500 5,500
Vindi Banga 2,000 2,000
Jeremy Darroch 2,000 2,000
Martha Lane Fox 20,100 20,100
Andy Halford –3,000
Steven Holliday 2,500 2,500
Jan du Plessis 20,000 20,000