Marks and Spencer 2015 Annual Report Download - page 39

OUR BUSINESS
OUR PERFORMANCEGOVERNANCEFINANCIAL STATEMENTS
37
ANNUAL REPORT AND FINANCIAL STATEMENTS 2015
MONITORING AND OVERSIGHT INDEPENDENCE OF DIRECTORS
BOARD COMPOSITION, ROLES AND ATTENDANCE
Robert Swannell
Vindi Banga
Chief Executive
Marc Bolland
Alison Brittain
Chief Finance O cer
Helen Weir1
(appointed 1 April 2015)
Alan Stewart
(resigned 10 July 2014)
Miranda Curtis
Executive Director
Patrick Bousquet-Chavanne
Martha Lane Fox
Andy Halford
Executive Director
John Dixon
Executive Director
Steve Rowe
Executive Director
Laura Wade-Gery
ATTENDED
ATTENDED
8
8
8
8
8
–
3
8
8
8
8
8
8
MAX
POSSIBLE
MAX
POSSIBLE
8
8
8
8
8
–
3
8
8
8
8
8
8
RESPONSIBILITY
LINKED TO
REMUNERATION
RESPONSIBILITY
RESPONSIBILITY
NON-EXECUTIVE
DIRECTORS
CHAIRMAN
EXECUTIVE
DIRECTORS
Board governance
and performance,
and shareholder
engagement.
Independent non-
executive directors
assess, challenge and
monitor the executive
directors’ delivery of
the strategy within the
Board’s risk and
governance structure.
In addition, they review
the integrity of fi nancial
information, devise
appropriate succession
plans, and monitor
Board diversity.
Strategy & Group
performance
Group Financial
performance
Marketing & International
performance
General Merchandise
performance
Food
performance
UK Retail & Multi-channel
performance
See our Board biographies on p34-35 See our Remuneration Report on p52-76
The Board reviews the independence of its
non-executive directors as part of its annual
Board E ectiveness Review.
The Chairman is committed to ensuring the
Board comprises a majority of independent
non-executive directors who objectively
challenge management, balanced against
the need to ensure continuity on the Board.
The Board approved the appointment of
Martha Lane Fox for a third term in May 2013.
At the date of publication, Martha will have
served on the Board for eight years. Martha
continues to receive strong support from
shareholders as can be seen from the
voting results of the 2014 AGM. As Mar tha
has served more than six years with the
Company and, as required by the Code,
her appointment was again the subject of
particular review and scrutiny and it was
agreed that she continues to make a strong
independent contribution to the Board. With
the exception of Martha, all continuing non-
executive directors have served less than six
years on the Board.
See details and experience of each director
on p34-35.
The Board considers that all of the non-
executive directors bring strong independent
oversight and continue to demonstrate
independence. However, the Board recognises
the recommended term within the UK
Corporate Governance Code and is mindful
of the need for suitable succession.
See Board activities overview on p38-39
See our Risk management and Principal risks on p23-25, and Risk in action on p44-45.
RISK MONITORING AND OVERSIGHT
Protecting the business from operational,
fi nancial and reputational risk is an
essential part of the Board’s role. As key
transformational projects came online
this year, the Board, supported by the
Audit Committee, looked to ensure that
key fi nancial and operational controls
were robust throughout this change.
Progress was assessed and challenges
were managed within the context of the
Board’s appetite for risk.
The Group Risk Profi le, owned by the
Board, is compiled by Group Risk using
business area risk registers and one-on-
one interviews with Board members and
business unit directors. Oversight and
independence is provided in the process
through the Audit Committee, which
ensures that the risks included in the
Group Risk Profi le continue to refl ect the
business’s strategic objectives. An Internal
Audit plan is then mapped to the Group
Risk Profi le demonstrating where assurance
is provided over the mitigating activities.
STRATEGIC PROGRESS
Progress against the strategy is closely
monitored by the Executive Board and
discussed at each Group Board meeting.
The annual two-day strategy meeting held
away from the o ce continues to provide
for more relaxed and free-fl owing
discussion. This year the agenda focused on
the Castle Donington distribution centre
and M&S.com, GM, customer engagement,
our property portfolio and International
performance. Progress was reviewed
against the three-year plan and the longer-
term vision for the future.
The Board debated the priorities and
the longer-term challenges, identifi ed
opportunities for improvement and agreed
an action plan. The non-executive directors
shared their expertise and provided
independent oversight to the discussion.
There has also been increased focus on
the people implementing the plans with
key skills and competencies improved
throughout the business.
See People Behind the Plan on p22.
GOVERNANCE IN ACTION
The role of the non-executives is not limited
to Board attendance. Examples of other
activities undertaken in the year:
Andy Halford: met with the Groceries
Code Adjudicator, visited Castle Donington,
the Mumbai store, and the Hong Kong
Sourcing O ce and store; and
Alison Brittain: visited Castle Donington
and undertook a store visit with a multi-
channel fashion retail expert from Boston
Consulting Group.
ATTENDED
MAX
POSSIBLE
Steven Holliday2
(retired 8 July 2014)
Jan du Plessis3
(retired 4 March 2015)
Richard Solomons1
(appointed 13 April 2015) –
2
6
–
3
7
This table p rovides d etail s with re g ard to m e etings h e ld in th e 2014/15 fi nancial year.
1. Both Helen and Richard joined the business in the new fi nancial period, and their attendance will be included in next year’s Annual Report.
2. Steven Holliday was unable to attend the meeting on 19 May due to business commitments with National Grid.
3. Jan du Plessis was unable to attend the meeting on 9 September due to overseas business commitments.