Marks and Spencer 2015 Annual Report Download - page 82

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MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
OTHER DISCLOSURES
CONTINUED
DEADLINES FOR EXERCISING
VOTING RIGHTS
Votes are exercisable at a general meeting
of the Company in respect of which the
business being voted upon is being heard.
Votes may be exercised in person, by proxy,
or in relation to corporate members, by
corporate representatives. The Articles
provide a deadline for submission of proxy
forms of not less than 48 hours before the
time appointed for the holding of the
meeting or adjourned meeting. However,
when calculating the 48-hour period, the
directors can, and have, decided not to take
account of any part of a day that is not a
working day.
SIGNIFICANT AGREEMENTS –
CHANGE OF CONTROL
There are a number of agreements to which
the Company is party that take e ect, alter
or terminate upon a change of control of the
Company following a takeover bid. Details
of the signifi cant agreements of this kind are
as follows:
> The £400m Medium Term Notes issued by
the Company on 30 November 2009, the
£300m Medium Term Notes issued by the
Company on 6 December 2011 and the
£40 0m; Medium Term Notes issued by
the Company on 12 December 2012 to
various institutions (‘MTN’) and under the
Group’s £3bn euro Medium Term Note
(EMTN) programme contain an option
such that, upon a change of control
event, combined with a credit ratings
downgrade to below sub-investment
level, any holder of an MTN may require
the Company to prepay the principal
amount of that MTN.
> The $500m US Notes issued by the
Company to various institutions on
6 December 2007 under Section 144a of
the US Securities Act contain an option
such that, upon a change of control
event, combined with a credit ratings
downgrade to below sub-investment
level, any holder of such a US Note may
require the Company to prepay the
principal amount of that US Note.
> The $300m US Notes issued by the
Company to various institutions on
6 December 2007 under Section 144a of
the US Securities Act contain an option
such that, upon a change of control
event, combined with a credit ratings
downgrade to below sub-investment
level, any holder of such a US Note may
require the Company to prepay the
principal amount of that US Note.
> The £1.325bn Credit Agreement dated
29 September 2011 between the
Company and various banks contains
a provision such that, upon a change
of control event, unless new terms are
agreed within 60 days, the facility under
this agreement will be cancelled with
all outstanding amounts becoming
immediately payable with interest; and
> The amended and restated Relationship
Agreement dated 6 October 2014
(originally dated 9 November 2004 as
amended on 1 March 2005), between
HSBC and the Company and relating to
M&S Bank, contains certain provisions
which address a change of control of the
Company. Upon a change of control the
existing rights and obligations of the
parties in respect of M&S Bank continue
and HSBC gains certain limited additional
rights in respect of existing customers
of the new controller of the Company.
Where a third-party arrangement is in
place for the supply of fi nancial services
products to existing customers of the
new controller, the Company is required
to procure the termination of such
arrangement as soon as reasonably
practicable (whilst not being required
to do any thing that would breach any
contract in place in respect of such
arrangement).
Where a third-party arrangement is so
terminated, or does not exist, HSBC gains
certain exclusivity rights in respect of
the sale of fi nancial services products
to the existing customers of the new
controller. Where the Company
undertakes a re-branding exercise with
the new controller following a change of
control (which includes using any M&S
brand in respect of the new controller’s
business or vice versa), HSBC gains
certain termination rights (exercisable
at its election) in respect of the
Relationship Agreement.
The Company does not have agreements
with any director or employee that would
provide compensation for loss of o ce or
employment resulting from a takeover
except that provisions of the Company’s
share schemes and plans may cause
options and awards granted to employees
under such schemes and plans to vest on
a takeover.
EMPLOYEE INVOLVEMENT
We remain committed to employee
involvement throughout the business.
Employees are kept well informed of the
performance and strategy of the Group
through personal briefi ngs, regular
meetings, email and broadcasts by the Chief
Executive and members of the Board at
key points in the year to all head o ce and
distribution centre employees and store
management. Additionally, many of our
store colleagues can join the briefi ngs
by telephone to hear directly from the
business. These types of communication
are supplemented by our employee
publications including ‘Your M&S’ magazine,
Plan A updates and DVD presentations.
More than 3,500 employees are elected
onto Business Involvement Groups (‘BIGs’)
across every store, distribution centre and
head o ce location to represent their
colleagues in two-way communication and
consultation with the Company. They have
continued to play a key role in a wide variety
of business changes.
The 20th meeting of the European Works
Council (‘EWC’) (established in 1995) will
take place in September 2015. This Council
provides an additional forum for informing,
consulting and involving employee
representatives from the countries in the
European Community. The EWC includes
representatives from France, The
Netherlands, Czech Republic, Slovakia,
Greece, Bulgaria, Slovenia, Romania, Croatia,
Hungary, Lithuania, Latvia, Estonia, Poland,
the Republic of Ireland and the UK. The EWC
has the opportunity to be addressed by the
Chief Executive and other senior members
of the Company on issues that a ect the
European business. This includes the
Directors of International and Multi-channel
and the Director of Plan A, who all have an
impact across the European Community.
Directors and senior management regularly
attend the national Business Involvement
Group (BIG) meetings. They visit stores and
discuss with employees matters of current
interest and concern to both employees
and the business through meetings with
local BIG representatives, specifi c listening
groups and informal discussions. The
business has continued to engage with
employees and drive involvement through a
scheme called The BIG Idea. On a quarterly
basis the business poses a question to
gather ideas and initiatives on a number of
areas including how we can better serve
our customers. Several thousand ideas are
put forward each time and the winning
employee receives an award and the
chance to see how this is implemented
by the Company.
Share schemes are a long-established and
successful part of our total reward package,
encouraging and supporting employee
share ownership. In particular, around
24,000 employees currently participate
in Sharesave, the Company’s all employee
Save As you Earn Scheme. Full details of all
schemes are given on pages 70 to 71.