Marks and Spencer 2013 Annual Report Download - page 76

Governance Marks and Spencer Group plc Annual report and financial statements 2013 74
Other disclosures continued
Steve Sharp will step down 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.
Patrick Bousquet-Chavanne will take over responsibility for
marketing and will be put forward for election to the Board as
Executive Director, Marketing and Business Development at
the AGM on 9 July 2013 to take up this new role from 10 July.
The appointment and replacement of directors is governed by
the Company’s Articles, the UK Corporate Governance Code
(the ‘Code’), the Companies Act 2006 and related legislation.
The Articles may be amended by a special resolution of the
shareholders. Subject to the Articles, the Companies Act 2006
and any directions given by special resolution, the business of
the Company will be managed by the Board who may exercise
all the powers of the Company. The Company may by ordinary
resolution declare dividends not exceeding the amount
recommended by the Board. Subject to the Companies Act
2006, the Board may pay interim dividends, and also any fixed
rate dividend, whenever the financial position of the Company,
in the opinion of the Board, justifies its payment.
Appointment and retirement of directors
The directors may from time to time appoint one or more
directors. The Board may appoint any person to be a director
(so long as the total number of directors does not exceed the limit
prescribed in the Articles). Under the Articles any such director
shall hold office only until the next AGM and shall then be eligible
for election. The Articles also require that at each AGM at least
one-third of the current directors must retire as directors by
rotation. All those directors who have been in office at the time of
the two previous AGMs and who did not retire at either of them
must retire as directors by rotation. In addition, a director may at
any AGM retire from office and stand for re-election. However, in
line with the UK Corporate Governance Code 2010, all directors
will stand for annual election at the 2013 AGM.
Directors’ conflicts of interest
The Company has procedures for managing conflicts of
interest in place. Should a director become aware that they,
or their connected parties, have an interest in an existing or
proposed transaction with Marks & Spencer, they should notify
the Board in writing or at the next Board meeting. Internal
controls are in place to ensure that any related party
transactions involving directors, or their connected parties,
are conducted on an arm’s length basis. Directors have a
continuing duty to update any changes to these conflicts.
Directors’ indemnities
The Company maintains directors’ and officers’ liability
insurance which gives appropriate cover for any legal action
brought against its directors. The Company has also granted
indemnities to each of its directors and the Group Secretary to
the extent permitted by law. Qualifying third party indemnity
provisions (as defined by section 234 of the Companies Act
2006) were in force during the year ended 30 March 2013 and
remain in force, in relation to certain losses and liabilities which
the directors (or Group Secretary) may incur to third parties in
the course of acting as directors or Group Secretary or
employees of the Company or of any associated company.
Employee involvement
We remain committed to employee involvement throughout the
business. Employees are kept well informed of the performance
and strategy of the Group through personal briefings, regular
meetings, personal letters home, email and broadcasts by the
Chief Executive and members of the Board at key points in the
year to all head office employees and store management. In
addition many of our store colleagues can join the briefings by
telephone to hear directly from the business. These types of
communication are supplemented by our employee publications
including ‘Your M&S’ magazine, Plan A updates and DVD
presentations. More than 3,500 employees elected onto
Business Involvement Groups (‘BIGs’) across every store and
head office location to represent their colleagues in two-way
communication and consultation with the Company. They have
continued to play a key role in a wide variety of business
changes, in what has been a very busy year.
The eighteenth meeting of the European Works Council (‘EWC’)
(established in 1995) will take place in September 2013. This
Council provides an additional forum for informing, consulting
and involving employee representatives from the countries in
the European Community. The EWC includes members from
our partly owned company in the Czech Republic, as well as
representatives from Greece, Bulgaria, France, Slovenia,
Romania, the Republic of Ireland and the UK. The EWC will
have the opportunity to be addressed by the Chief Executive
and other senior members of the Company on issues that
affect the European business. This will include the Directors
of International and Multi-channel and the Director of Plan A,
which all have an impact across the European Community.
Directors and senior management regularly attend the National
Business Involvement Group (BIG) meetings. They visit stores and
discuss with employees matters of current interest and concern
to both employees and the business through meetings with local
BIG representatives, specific listening groups and informal
discussions. The business has continued to engage with
employees and drive involvement through a scheme called
The BIG Idea. On a quarterly basis the business poses a question
to gather ideas and initiatives on a number of areas including how
we can better serve our customers. Several thousand ideas are put
forward each time and the winning employee receives an award
and the chance to see how this is implemented by the Company.
Share schemes are a long-established and successful part
of our total reward package, encouraging and supporting
employee share ownership. In particular, around 25,000
employees currently participate in Sharesave, the Company’s
all employee Save As you Earn Scheme. Full details of all
schemes are given on pages 95 to 97.
We have a well established interactive wellbeing website,
called planahealth.com, a completely bespoke website and
service designed exclusively for M&S employees which was
updated and re-launched in October 2012. It gives any
employee the opportunity to access a wealth of information,
help and support. We cover all areas of wellbeing, from healthy
eating and exercise to help in overcoming issues such as
stress, financial challenges, achieving a positive work-life
balance and problems with sleeping. New this year is access
to free physiotherapy, an enhanced counselling service and
an improved wellbeing personal coach service.
The response has been excellent with 13,000 employees
making personal pledges to improve a specific health or
wellbeing issue. Employees are able to interact with one
another, post information about clubs and groups in their
area and can gain access to information about corporate
projects which link to their personal health pledges.