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78
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
GOVERNANCE
OTHER DISCLOSURES
DIRECTORS’ REPORT
Marks and Spencer Group plc (the
‘Company’) is the holding company of the
Marks & Spencer Group of companies (the
‘Group’). With our rich heritage, M&S is one
of the most recognisable brands in the UK
retail sector and is regularly voted as one
of its most trusted. Our business is driven
by a desire to inspire and innovate; to act
with integrity and to stay in touch with our
customers, shareholders and employees
alike. These are our corporate values and
they underpin everything we do. They are
what make the M&S di erence across the
59 territories in which we operate.
The Directors’ Report (also the Management
Report) for the year ended 28 March 2015
comprises pages 26 to 82 and page 127 of
this report, together with the sections of the
Annual Report incorporated by reference.
As permitted by legislation, some of the
matters normally included in the Directors’
Report have instead been included in the
Strategic Report on pages 1 to 25, as the
Board considers them to be of strategic
importance. Specifi cally, these are:
> Future business developments
(throughout the Strategic report)
> Research and development p21
> Risk management on p23-25
Details of branches operated by the
Company can be found on pages 28 and 29
of the Directors’ Report.
Both the Strategic Report and the Directors’
Report have been drawn up and presented
in accordance with and in reliance upon
applicable English company law, and the
liabilities of the directors in connection
with that report shall be subject to the
limitations and restrictions provided by
such law. For information on our approach
to social, environmental and ethical
matters please refer to our Plan A Report,
available to view online at
marksandspencer.com/plana2015.
Other information to be disclosed in the
Directors’ Report is given in this section.
INFORMATION TO BE
DISCLOSED UNDER LR 9.8.4R
Listing Rule Detail
Page
reference
9.8.4R (1) (2)
(5-14) (A) (B) Not applicable N/A
9.8.4R (4) Long-term
incentive
schemes
54-55
and
66-67
BOARD OF DIRECTORS
The membership of the Board and
biographical details of the directors
are given on pages 34 and 35 and are
incorporated into this repor t by reference.
Details of directors’ benefi cial and non-
benefi cial interests in the shares of the
Company are shown on pages 68 and 74.
Options granted under the Save As You Earn
(SAYE) Share Option and Executive Share
Option Schemes are shown on pages 70
to 71. Further information regarding
employee share option schemes is given
in note 8 to the fi nancial statements.
Alan Stewart stepped down from the Board
as Chief Finance O cer on 10 July 2014 and
left the Company on 23 September 2014.
Helen Weir was appointed Chief Finance
O cer on 1 April 2015. Vindi Banga, who
joined the Board on 1 September 2011, was
appointed Chairman of the Remuneration
Committee following the retirement of
Steven Holliday at the AGM on 8 July
2014. Vindi was also appointed Senior
Independent Director following the
retirement of Jan du Plessis on 4 March
2015. Richard Solomons joined the Board
as a non-executive director on 13 April
2015 and was appointed a member of the
Nomination Committee with immediate
e ect. Miranda Curtis, who joined the
Board on 1 February 2012, was appointed
a member of the Audit Committee on
4 March 2015. Robert Swannell, who joined
the Board as Chairman on 4 October
2010, was appointed as a member of the
Remuneration Committee on 4 March 2015.
The appointment and replacement of
directors is governed by the Company’s
Articles, the UK Corporate Governance
Code (the ‘Code’), the Companies Act 2006
and related legislation. The Articles may be
amended by a special resolution of the
shareholders. Subject to the Articles, the
Companies Act 2006 and any directions
given by special resolution, the business of
the Company will be managed by the Board
who may exercise all the powers of the
Company. The Company may by ordinary
resolution declare dividends not exceeding
the amount recommended by the Board.
Subject to the Companies Act 2006, the
Board may pay interim dividends, and also
any fi xed rate dividend, whenever the
fi nancial position of the Company, in the
opinion of the Board, justifi es its payment.
APPOINTMENT AND
RETIREMENT OF DIRECTORS
The directors may from time to time appoint
one or more directors. The Board may
appoint any person to be a director (so long
as the total number of directors does not
exceed the limit prescribed in the Articles).
Under the Articles, any such director shall
hold o ce only until the next AGM and shall
then be eligible for election. The Articles
also require that at each AGM at least one-
third of the current directors should retire
as directors by rotation. All those directors
who have been in o ce at the time of the
two previous AGMs and who did not retire
at either of them must retire as directors
by rotation. In addition, a director may at
any AGM retire from o ce and stand for
re-election. However, in line with the UK
Corporate Governance Code 2012, all
directors will stand for annual election at
the 2015 AGM.
DIRECTORS’ CONFLICTS OF INTEREST
The Company has procedures in place for
managing confl icts of interest. Should a
director become aware that they, or their
connected parties, have an interest in an
existing or proposed transaction with
Marks & Spencer, they should notify the
Board in writing or at the next Board
meeting. Internal controls are in place to
ensure that any related party transactions
involving directors, or their connected
parties, are conducted on an arm’s length
basis. Directors have a continuing duty to
update any changes to these confl icts.
DIRECTORS’ INDEMNITIES
The Company maintains directors’ and
o cers’ liability insurance which gives
appropriate cover for any legal action
brought against its directors. The Company
has also granted indemnities to each of its
directors and the Group Secretary to the
extent permitted by law. Qualifying third-
party indemnity provisions (as defi ned by
section 234 of the Companies Act 2006)
were in force during the year ended
28 March 2015 and remain in force, in
relation to certain losses and liabilities
which the directors (or Group Secretary)
may incur to third parties in the course of
acting as directors or Group Secretary
or employees of the Company or of any
associated company.