Marks and Spencer 2013 Annual Report Download - page 74

Governance Marks and Spencer Group plc Annual report and financial statements 2013 72
Other disclosures
Principal activities and Business review
Marks and Spencer Group plc (the ‘Company’) is the holding
company of the Marks & Spencer Group of companies (the
‘Group’). M&S has grown from a single market stall to become
an international, multi-channel retailer. With 766 stores across
the UK and a growing e-commerce business, we sell high
quality, great value food and remain the UK market leaders in
womenswear, lingerie and menswear. We aim to provide the
best shopping experience for our customers. We now operate
in 51 territories across Europe, the Middle East and Asia and
continue to grow our international presence through a multi-
channel approach.
The Companies Act 2006 requires the Company to set out in
this report a fair review of the business of the Group during the
financial year ended 30 March 2013 including an analysis of the
position of the Group at the end of the financial year, and a
description of the principal risks and uncertainties facing the
Group (known as a ‘Business review’).
The information that fulfils the Business review requirements is
incorporated by reference and can be found in the following
sections:
–Chairman’s statement on pages 2 to 3
–Strategic review on pages 8 to 33
–Our plan in action on pages 10 to 11
–Principal risks and uncertainties on pages 45 to 48
–Financial review on pages 34 to 37
–Social, environmental and ethical matters on pages 32 to 33.
More information is given in the How We Do Business report
available on our website at marksandspencer.com/plana2013
Pages 1 to 76 inclusive (together with the sections of the
Annual Report incorporated by reference) consist of a
Directors’ report that has been drawn up and presented in
accordance with and in reliance upon applicable English
company law and the liabilities of the directors in connection
with that report shall be subject to the limitations and
restrictions provided by such law.
Other information to be disclosed in the Directors’ report
is given in this section.
Profit and dividends
The profit for the financial year, after taxation, amounts to £466.7m
(last year £573.1m). The directors have declared dividends as
follows:
Ordinary shares £m
Paid interim dividend of 6.2p per share
(last year 6.2p per share) 99.0
Proposed final dividend of 10.8p per share
(last year 10.8p per share) 173.5
Total ordinary dividend, 17.0p per share
(last year 17.0p per share) 272.5
The final ordinary dividend will be paid on 12 July 2013 to
shareholders whose names are on the Register of Members at
the close of business on 31 May 2013.
Share capital
The Company’s issued ordinary share capital as at 30 March
2013 comprised a single class of ordinary share. Details of
movements in the issued share capital can be found in note 24
to the financial statements. Each share carries the right to one
vote at general meetings of the Company.
This year saw the first maturity of the 2009 ROI Save As You
Earn Share Option Scheme, with individuals being able to
exercise options at the price of 292p.
During the period, 8,381,090 ordinary shares in the Company
were issued as follows:
–868,952 shares under the terms of the 2002 Executive Share
Option Scheme at prices between 270p and 352p.
–7,369,406 shares under the terms of the United Kingdom
Employees’ Save As You Earn Share Option Scheme at prices
between 203p and 319p.
–142,732 shares under the terms of the ROI Employees’ Save
As You Earn Share Option Scheme at the price of 292p.
Restrictions on transfer of securities
There are no specific restrictions on the transfer of securities in
the Company, which is governed by the Articles and prevailing
legislation. Nor is the Company aware of any agreements
between holders of securities that may result in restrictions on
the transfer of securities or that may result in restrictions on
voting rights.
Variation of rights
Subject to applicable statutes, rights attached to any class of
share may be varied with the written consent of the holders of
at least three-quarters in nominal value of the issued shares of
that class, or by a special resolution passed at a separate
general meeting of the shareholders.
Rights and obligations attaching to shares
Subject to the provisions of the Companies Act 2006, any
resolution passed by the Company under the Companies Act
2006 and other shareholders’ rights, shares may be issued
with such rights and restrictions as the Company may by
ordinary resolution decide, or (if there is no such resolution or
so far as it does not make specific provision) as the Board (as
defined in the Articles) may decide. Subject to the Articles, the
Companies Act 2006 and other shareholders’ rights, unissued
shares are at the disposal of the Board.
Powers for the Company issuing or buying back its own
shares
The Company was authorised by shareholders, at the 2012
AGM, to purchase in the market up to 10% of the Company’s
issued share capital, as permitted under the Company’s
Articles. No shares have been bought back under this authority
during the year ended 30 March 2013. This standard authority
is renewable annually; the directors will seek to renew this
authority at the 2013 AGM. It is the Company’s present
intention to cancel any shares it buys back, rather than hold
them in treasury.
The directors were granted authority at the 2012 AGM to allot
relevant securities up to a nominal amount of £133,890,820.
That authority will apply until the conclusion of the 2013 AGM.
At this year’s AGM shareholders will be asked to grant an
authority to allot relevant securities (i) up to a nominal amount
of £134,566,483 and (ii) comprising equity securities up to a
nominal amount of £269,132,966 (after deducting from such
limit any relevant securities allotted under (i)), in connection with
an offer of a rights issue, (the Section 551 Amount), such
Section 551 amount to apply until the conclusion of the AGM to
be held in 2014 or, if earlier, on 29 September 2014.