Marks and Spencer 2015 Annual Report Download - page 77

OUR PERFORMANCEFINANCIAL STATEMENTS GOVERNANCE OUR BUSINESS
75
ANNUAL REPORT AND FINANCIAL STATEMENTS 2015
NON-EXECUTIVE DIRECTORS’ CHANGES TO THE BOARD DURING 2014/15
Directors appointed to the Board
No directors were appointed to the Board
during the year.
Directors retiring from the Board
Steven Holliday Chairman of the
Remuneration Committee, retired from
theBoard on 8 July 2014. There were
nopayments for loss of o ce payable
toSteven.
Jan du Plessis Senior Independent Director,
retired from the Board on 4March2015.
There were no payments for loss of o ce
payable to Jan.
Directors changing roles within the Board
Vindi Banga became Chairman of the
Remuneration Committee on 8 July 2014,
upon Steven Holliday’s retirement from the
Board. From this date, Vindi received
additional fees in accordance with the
responsibility of this role. In addition, Vindi
undertook the role of Senior Independent
Director upon Jan du Plessis’ retirement
from the Board. Vindi received additional
fees in accordance with the responsibility of
this role, as described in the remuneration
policy on page 59.
From his appointment as Senior
Independent Director, he no longer received
additional fees for the Remuneration
Committee chairmanship role.
Changes to the Board in 2015/16
Richard Solomons joined the Board on
13 April 2015 as a non-executive director.
Richard is a member of the Nomination
Committee. In accordance with the non-
executive director fees policy, Richard
receives an annual fee of £70,000.
REMUNERATION COMMITTEE REMIT
The role of the Remuneration Committee
is to make recommendations regarding
the senior remuneration strategy and
framework to the Board to ensure the
executive directors and senior management
are appropriately rewarded for their
contribution to the Company’s
performance, taking into account the
financial and commercial position of
the Company.
KEY RESPONSIBILITIES
> Setting a senior strategy that ensures the
most talented leaders are recruited,
retained and motivated to deliver results.
> Reviewing the e ectiveness of the senior
remuneration policy with regard to its
impact.
> Considering the appropriateness of
the senior remuneration policy when
reviewed against the policy and
arrangements throughout the rest
of the organisation.
> Determining the terms of employment
and remuneration for executive directors
and senior managers including
recruitment and termination
arrangements.
> Approving the design, targets and
payments for all annual incentive
schemes that include executive directors
and senior managers.
> Agreeing the design, targets and annual
awards made for all share incentive plans
requiring shareholder approval.
> Assessing the appropriateness and
subsequent achievement of
performance targets relating to
any share incentive plan.
In line with its remit, the Committee
considered a number of key matters
during the year.
REMUNERATION COMMITTEE
AGENDA FOR 2014/15
Regular items
> Approval of the Directors’ Remuneration
Report for 2013/14 and review of the AGM
voting outcome for the report.
> Annual review of all executive directors’
and senior managers’ base salaries and
benefi ts in line with Company policy and
approval of any salary increase.
> Review of achievement of Annual Bonus
Scheme profi t against target.
> Review of achievement of executive
directors’ individual objectives for 2014/15.
> Review of the design and targets for the
2015/16 Annual Bonus Scheme including
the approval of individual objectives
for directors.
> Review and approval of all awards made
under the PSP taking into account the
total value of all awards made under
this plan.
> Half year and year end review of all share
plan performance against targets.
> Approval of the vesting level of the
2012/13 PSP awards.
> Consideration of the performance
measures and targets to be applied to
the 2015/16 PSP awards.
> Clear articulation of the Committee’s
reasoning and consideration for
vesting and payment levels to
executive directors.
> Review of director shareholding
guidelines and achievement of these
for each executive director.
> Signifi cant consideration of institutional
investors’ current guidelines on executive
compensation.
> Consideration of remuneration
arrangements for the wider workforce.
> Assessment of the external environment
surrounding the Company’s current
remuneration arrangements.
> Consideration of external market
developments and best practice in
remuneration.
> Review of Committee performance
in 2014/15.
> Review of Committee terms of reference.
Other items
> Discussion of the application of the
new reporting regulations to ensure
transparent and clear disclosure
to shareholders.
> Review of, and agreement to new share
plan rules in anticipation of the expiration
of current Plan rules.
> Review of, and agreement to,
remuneration packages for new
senior managers.
> Induction of new Remuneration
Committee Chairman.
Note: The full terms of reference
for the Committee can be found
on the Company’s website at
marksandspencer.com/thecompany
NON-EXECUTIVE DIRECTORS’ REMUNERATION CONTINUED
REMUNERATION COMMITTEE