Marks and Spencer 2015 Annual Report Download - page 38

36
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
LEADERSHIP & EFFECTIVENESS
OUR BOARD CONTINUED
This section looks at our Board members,
the role of the Board, its performance and
its oversight. We provide an overview of
the induction programme undertaken by
our two newly appointed directors,
highlighting the di erences between
inductions for non-executive and executive
directors respectively. We also outline how
our Board contingency plan was tested
during the year.
We provide further transparency on activities
and discussions undertaken during the year by
sharing some of the actions arising from the
discussions and the progress against them.
We also provide insight relating to director:
> I ndependence Maintaining the right
balance of independence on the Board;
> E ectiveness The review this year
was externally facilitated. We update
on the output and the action plan
for the year ahead on page 41; and
> Ongoing development Business
training, engagement and mentoring.
The Board is responsible for ensuring
leadership through e ective oversight
and review. Supported by its Principal
Committees – Audit, Remuneration, and
Nomination – the Board sets the strategic
direction and aims to deliver sustainable
shareholder value over the longer term.
Clear terms of reference outline the full
schedule of matters reserved for the
Board’s decision and that of its key
committees. These, along with the
individual roles of the Board members,
can be found in the Group’s formal
Governance Framework at
marksandspencer.com/thecompany.
BOARD MEETINGS
The Board held eight scheduled meetings
during the year, and individual attendance
is set out on the next page. Su cient time
is provided at the start and end of each
meeting for the Chairman to meet privately
with the Senior Independent Director and
non-executive directors to discuss any
matters arising. During the year the Board
held two meetings away from the o ce, one
of which was its annual two-day strategy
meeting. A brief overview of the key areas of
discussion, the actions and the outcomes is
provided on the following pages.
ROLE OF THE BOARD AND COMMITTEES
BOARD OVERVIEW
GROUP
BOARD
EXECUTIVE
BOARD
MANAGEMENT
COMMITTEE
PRINCIPAL COMMITTEES
EXECUTIVE COMMITTEES
Audit
Property
Board
Remuneration
Fire, Health
& Safety
Nomination
Business
Continuity
Customer
Insight Unit
How We Do
Business
BOARD COLLABORATION
The work of the Board complements,
enhances and supports the work of the
Executive Board. We believe that e ective
governance is realised through leadership
and team work. Collaboration across all
levels within the Board structure drives
a culture of continuous improvement
in standards and performance across
our business. Working together, all parts
of the Board structure conduct robust
interrogation of plans and actions, ensuring
high-quality decision-making in all areas
of strategy, performance, responsibility
and accountability.
See Board activities on p38-39
BOARD RESPONSIBILITY
Responsibility for implementing operational
decisions and the day-to-day management
of the business is delegated to the Chief
Executive and the Executive Board. The
Management Committee supports the
Executive Board by monitoring the
development of the Group’s workstreams
against the Group’s three-year plan and
inputting annually into the Group’s
strategic plan. The executive directors
update the Board at each Group
Board meeting.
There is clear delegation and oversight
from the Executive Board to the Executive
Committees (outlined in our Governance
Framework at marksandspencer.com/
thecompany), which strengthens decision-
making across key areas of the business.
In addition, the Audit Committee receives
a business update at each meeting.
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GROUP BOARD
AUDIT,
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COMMITTEES