Marks and Spencer 2015 Annual Report Download - page 44

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MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
LEADERSHIP & EFFECTIVENESS
NOMINATION COMMITTEE
REPORT
INTRODUCTION
We have seen further change to our Board
composition this year. I am pleased to
welcome our new Chief Finance O cer,
Helen Weir. We announced Helen’s
appointment in November 2014 and she
formally took up her position on 1 April 2015.
In August 2014 we announced that
Jan du Plessis would be stepping down in
the early part of 2015. He left the business on
4 March after nearly six years on the Board.
As part of our Board succession planning
process, we have established mapping of our
experience and skills requirements, future
Board and Committee requirements, and
director tenure. As a result, following Jan’s
retirement, we were well placed to appoint
Vindi Banga as Senior Independent Director,
in addition to his responsibilities as
Remuneration Committee Chairman,
and also appoint Miranda Curtis to the Audit
Committee, in addition to her membership of
the Remuneration Committee. Following the
retirement of Steven Holliday from the Board
in July 2014, we recognised the benefi ts that
a serving CEO brings to our Board mix, along
with international, brand and consumer
experience. This clear brief underpinned
the appointment of Richard Solomons to
the Board in April 2015.
Vindi Banga succeeded Steven Holliday as
Remuneration Committee Chairman. Vindi
and Steve managed an exemplary handover,
including consultation and meetings with
investors ahead of the approval of our
Remuneration Policy at the AGM in July 2014.
In addition to these Board changes,
throughout the year, the Committee focused
on executive director development and
senior management talent development
and pipeline. We have continued to support
executive coaching and mentoring and are
pleased with the benefi ts and insights these
initiatives have brought.
Building on initiatives in previous years, our
non-executive directors continue to engage
with both senior management and the
broader business, hosting lunches and
breakfast presentations. As highlighted in
our Action Plan, this is something we intend
to build on in the year ahead.
As a Board we continue to drive diversity
across the business. We are pleased that
women now represent almost 40% of our
Board membership. Our current diversity
percentage is also refl ective of broader
senior management, where female
representation also accounts for almost 40%.
We have an established mapping of the experience
and skills requirements for our Board. This allowed us
to move with clarity on the replacement and succession
of Jan du Plessis as Senior Independent Director.
ROBERT SWANNELL CHAIRMAN OF THE NOMINATION COMMITTEE
EFFECTIVENESS OF THE NOMINATION COMMITTEE
Independent review
The Committee’s performance was
reviewed externally this year by Ffi on Hague
of Independent Board Evaluation.
Performance was felt to have improved,
with better support and more professional
processes coming into e ect. We intend to
build on this in the coming year with our
2015/16 Action Plan.
Nomination Committee activity
We continued to refresh and review non-
executive director tenure and skillset to
ensure an appropriate mix and diversity
of experience. As part of this, we agreed
the process, timetable, shortlist and fi nal
recommendation for the appointment of
Richard Solomons and succession planning
following the departure of Jan du Plessis.
We continued to support succession and
development of the executive directors,
implemented development initiatives for
senior executives, further international
business school training, executive coaching
and non-executive director mentoring.
Committee members also participated in
several employee-focused and diversity-
based initiatives, giving increased access to
the organisation, direct employee feedback
and greater visibility of high potential talent.
MEMBER ATTENDANCE MEMBER
SINCE MAXIMUM
POSSIBLE
MEETINGS
NUMBER OF
MEETINGS
ATTENDED
% OF
MEETINGS
ATTENDED
Vindi Banga 3 Sep 2011 4 4 100%
Marc Bolland 1 May 2010 4 4 100%
Alison Brittain 1 Jan 2014 4 4 100%
Miranda Curtis 3 Feb 2012 4 4 100%
Martha Lane Fox 1 Jun 2007 4 4 100%
Andy Halford 1 Jan 2013 4 4 100%
Jan du Plessis11 Nov 2008 4 3 75%
Richard Solomons213 Ap r 2015 - - -
Robert Swannell (Chairman) 4 Oct 2010 4 4 100%
1. Jan du Plessis was a member of the Committee until 4 March 2015, when he resigned from the Board. He was unable to
attend the meeting held on 8 September due to overseas business commitments.
2. Richard Solomons joined the business during the new fi nancial period and his attendance will be included in next
year’s report.
Action Plan 2015/16:
> Continue to review succession
plans for the Board and key roles
across the business;
> Continue to identify future talent
pipeline;
> Review development initiatives
for directors; and
> Continue to identify opportunities
for broader business engagement.
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