Marks and Spencer 2015 Annual Report Download - page 78

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MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
REMUNERATION COMMITTEE ACTION
PLAN 2015/16
> Ensuring the continued strategic
alignment of the directors’ incentive
arrangement with business strategy.
> Debating the appropriateness of the
senior remuneration framework in the
context of the rest of the organisation
and the external environment.
> Ensuring that the remuneration policy
continues to be appropriate to attract
and retain exceptional senior leaders as
required.
> Assessing and mitigating against
potential risk in the senior remuneration
framework.
COMMITTEE ADVISERS
In carrying out its responsibilities, the
Committee is independently advised by
external advisers. The Committee was
advised by Deloitte and PwC during the
year. Both Deloitte and PwC are founding
members of the Remuneration Consultants
Group and voluntarily operate under the
code of conduct in relation to executive
remuneration consulting in the UK.
The code of conduct can be found at
remunerationconsultantsgroup.com.
Further, the Committee reviews the advice
it receives and determines whether it is
appropriately independent.1
PwC were appointed by the Committee as
its independent advisers in 2014 following a
rigorous and competitive tender process.
PwC provides independent commentary
on matters under consideration by the
Committee and updates on legislative
requirements, best practice and market
practice. PwC’s fees are typically charged on
an hourly basis with costs for work agreed
in advance. During the year, PwC charged
£119,800 for Remuneration Committee
matters. Deloitte’s fees were similarly
charged on an hourly basis. Their fees for
Remuneration Committee matters for
the period to 28 March 2015 were £28 ,50 0.
PwC has provided tax, consultancy and
risk consulting services to the G roup in
the fi nancial year.
The Committee also seeks internal support
from the CEO, Group Secretary, Director of
Human Resources and Head of Reward &
Global Mobility as necessary. All may attend
the Committee meetings by invitation but
are not present for any discussions that
relate directly to their own remuneration.
The Committee also reviews external survey
and bespoke benchmarking data including
that published by New Bridge Street (the
trading name of Aon Hewitt Limited), KPMG,
PwC and Towers Watson.
REMUNERATION COMMITTEE
STAKEHOLDER ENGAGEMENT
The Committee is committed to ensuring
that executive pay remains competitive,
appropriate and fair in the context of the
external market, Company performance
and the pay arrangements of the wider
workforce. In collaboration with the Head of
Reward & Global Mobility, the Committee
gives employees, through employee
representatives, the opportunity to raise
questions or concerns regarding the
remuneration of the executive directors.
During the year, the Head of Reward &
Global Mobility met with employee
representatives to discuss the directors’
pay arrangements. Details of the directors’
pay arrangements were discussed in the
context of the reward framework for the rest
of the organisation and external factors; no
concerns were raised. Upon reporting back
on the discussions and outcome of this
meeting, the Committee is satisfied that the
pay arrangements for 2014/15 and 2015/16
remain appropriate for M&S.
SHAREHOLDER CONSULTATION
The Committee is committed to a
continuous, open and transparent dialogue
with shareholders on the issue of executive
remuneration. The Committee held a
Governance Event in June 2014 to review
and debate remuneration with shareholders
and representative bodies. In addition,
Vindi Banga met with a number of investors
as part of the handover process and
ahead of consulting with the Company’s
largest shareholders on proposals for
the 2015/16 remuneration arrangements
for executive directors.
SHAREHOLDER SUPPORT
FOR THE 2013/14 DIRECTORS’
REMUNERATION REPORT
At the Annual General Meeting on 8 July
2014, 99.18% of shareholders voted in favour
of approving the Directors’ Remuneration
Report for 2013/14 with 98.27% of
shareholders approving the remuneration
policy. The Committee believes this
illustrates the strong level of shareholder
support for the senior remuneration
framework.
The table below shows full details of
the voting outcomes for the 2014/15
Directors’ Remuneration Report and
Remuneration Policy.
REMUNERATION REPORT
CONTINUED
FIGURE 32: VOTING OUTCOMES FOR 2013/14 REMUNERATION REPORT
Votes for % votes for Votes against % votes against Votes withheld
Remuneration report 1,022,785,815 99.18 8,489,388 0.82 8,102,103
Remuneration policy 1,012,469,256 98.27 17,840,854 1.73 9,040,797
APPROVED BY THE BOARD
Vindi Banga Chairman of the Remuneration Committee
London, 19 May 2015
REMUNERATION COMMITTEE CONTINUED
This remuneration policy and these remuneration reports have been prepared in accordance with the relevant provision of the Companies Act 2006 and
on the basis prescribed in the large and medium-sized Companies and Groups (Accounts and Reports) (Amendments) Regulations 2013 (‘the Regulations’).
Where required, data has been audited by Deloitte and this is indicated appropriately.
1. On the appointment of Deloitte as external auditors, a transition plan was put in place while a new Committee advisor was selected. This ensured that the remuneration advice provided
by Deloitte was consistent with ethical auditing guidelines and that their independence as auditors was not compromised.