Marks and Spencer 2015 Annual Report Download - page 55

OUR PERFORMANCEFINANCIAL STATEMENTS GOVERNANCE OUR BUSINESS
53
ANNUAL REPORT AND FINANCIAL STATEMENTS 2015
Executive directors’
remuneration policy p54
Recruitment policy p57
Termination policy p58
Non-executive directors’
remuneration policy p59
Information on remuneration
policy since approval p60
Strategic alignment of pay p62
Total single fi gure remuneration p62
Salary and benefi ts p63
Annual Bonus Scheme p64
Performance Share Plan p66
Directors’ share interests p68-71
Non-executive directors’ remuneration p74
Remuneration Committee p75
Performance-related payments
The Committee also reviewed the
performance of both the business and each
director against targets set at the beginning
of the year for the Annual Bonus Scheme.
This year, the business met its corporate
Profi t Before Tax (PBT) target and a bonus
was paid across the organisation.
The bonus payments outlined on page 64
refl ect both the delivery against corporate
or business area targets and the progress
made by each director against their specifi c
individual objectives. Underlying Group
PBT at £661.2m was above the minimum
threshold of £650m at which level payments
against fi nancial targets were triggered
for directors. Performance against the
Company’s overall Plan A targets was also
taken into consideration by the Committee
in determining the resulting outturn for
each director. The Committee undertook a
rigorous review of the achievement against
fi nancial and individual objectives to ensure
the level of bonus payment was appropriate
and fair given the overall business
performance. The highest bonus payment
was made to Steve Rowe, Executive
Director, Food at c.60% of maximum bonus
opportunity refl ecting strong performance
in the Food business. The other bonus
payments range from 18% to around 30%
of maximum.
The Performance Share Plan awards
granted in 2012 were measured for the
three-year period up to 28 March 2015
against challenging Earnings per Share
(EPS), Return on Capital Employed (ROCE)
and Revenue targets. As a result of
performance against these targets,
executive directors will receive only 4.7%
of the original award when it vests in 2015.
IN THIS SECTION
REMUNERATION POLICY p54 REMUNERATION REPORT p62
Steven Holliday was the Chairman of the Remuneration Committee until his retirement from the Board on 8 July 2014.
Although there were no Committee meetings during this time, Steven ensured a smooth handover process and participated
in investor consultations.
Andy Halford was a member of the Remuneration Committee from 1 May 2014 to 19 June 2014, attending the maximum
possible one meeting during this time.
1. Robert Swannell attended Committee meetings by invitation prior to his appointment to the Committee on 1 March 2015.
MEMBER
MEMBER
SINCE
1 September 2011
Robert Swannell11 March 2015
Miranda Curtis 1 February 2012
Jan du Plessis 8 September 2009
REMUNERATION COMMITTEE
The following independent non-executive directors were members of the Committee
during 2014/15:
This level of vesting refl ects delivery against
ROCE targets; all other targets were not met.
Further details are shown on page 66.
SHAREHOLDER CONSULTATION
We remain committed to reporting openly
the details of our executive director pay
arrangements. Following constructive
shareholder feedback, we are providing
further disclosure around our bonus
targets this year. We will continue to
maintain a dialogue with investors
regarding our disclosures to ensure we
clearly communicate our arrangements
as far as possible without it impacting
our commerciality.
Together with the rest of the Board, I look
forward to hearing your views on our
remuneration arrangements and will be
available to answer any questions you
may have at the AGM.
Vindi Banga
Chairman of the Remuneration Committee
Vindi Banga
(Chairman since
8 July 2014)
5
1
5
4
5
1
5
3
100
100
100
75
MAXIMUM
POSSIBLE
MEETINGS
NUMBER OF
MEETINGS
ATTENDED
% OF
MEETINGS
ATTENDED