Marks and Spencer 2015 Annual Report Download - page 84

82
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
OTHER DISCLOSURES
CONTINUED
M&S operates systems and controls to
ensure compliance with the Order and
GSCOP including the following:
> The terms and conditions which govern
the trading relationship between M&S
and those of its suppliers that supply
groceries to M&S incorporate GSCOP;
> New suppliers are issued with information
as required by the Order;
> M&S has a Code Compliance O cer as
required under the Order, supported by
our in-house legal department; and
> Employee training on GSCOP is provided,
including annual refresher programmes
and new starter training.
POLITICAL DONATIONS
No political donations were made during
the year ended 28 March 2015. M&S has a
policy of not making donations to political
organisations or independent election
candidates or incurring political expenditure
anywhere in the world as defi ned in the
Political Parties, Elections and Referendums
Act 2000.
GOING CONCERN
In adopting the going concern basis for
preparing the fi nancial statements, the
directors have considered the business
activities as set out on pages 1 to 22 as
well as the Group’s principal risks and
uncertainties as set out on pages 23 to 25.
Based on the Group’s cash fl ow forecasts
and projections, the Board is satisfi ed that
the Group will be able to operate within the
level of its facilities for the foreseeable
future. For this reason the Board considers
it appropriate for the Group to adopt
the going concern basis in preparing its
fi nancial statements.
AUDITOR
Resolutions to reappoint Deloitte LLP as
auditor of the Company and to authorise
the Audit Committee to determine their
remuneration will be proposed at the
2015 AGM.
ANNUAL GENERAL MEETING
The AGM of Marks and Spencer Group plc
will be held at Wembley Stadium, London on
7 July 2015 at 11am. The Notice of Meeting is
given, together with expl anatory notes, in a
booklet which accompanies this report.
DIRECTORS’ RESPONSIBILITIES
The Board is of the view that the Annual
Report should be truly representative of
the year and provide shareholders with the
information necessary to assess the Group’s
performance, business model and strategy.
This cannot be achieved by merely
reviewing the fi nal document at the end
of the preparation process. The Board
ensured that its requirements were clearly
communicated from the outset to each
of the departments involved in the
production of the Annual Report.
The Board has advised that the narrative
reports should contain the key information
needed by investors and other users of the
report and should avoid being promotional
in nature. Furthermore, the narrative
reports in the front and the accounting
information in the back of the report should
be consistent and the teams involved in its
production work closely together to achieve
this. For an independent opinion, the Board
also requested the Audit Committee review
the Annual Report and provide feedback.
The Committee’s opinion on whether the
report is fair, balanced and understandable
is on page 49.
The directors are also responsible for
preparing the Annual Report, the
Remuneration Report and the fi nancial
statements in accordance with applicable
law and regulations. Company law
requires the directors to prepare fi nancial
statements for each fi nancial year. Under
that law, the directors have prepared the
Group and Company fi nancial statements
in accordance with International Financial
Reporting Standards (IFRSs) as adopted by
the EU. Under company law, the directors
must not approve the fi nancial statements
unless they are satisfi ed that they give a true
and fair view of the state of a airs of the
Group and the Company and of the profi t
or loss of the Group and the Company for
that period. In preparing these fi nancial
statements, the directors are required to:
> Select suitable accounting policies and
then apply them consistently;
> Make judgements and accounting
estimates that are reasonable and
prudent;
> State whether applicable IFRSs (as
adopted by the EU) have been followed,
subject to any material departures
disclosed and explained in the fi nancial
statements; and
> Prepare the fi nancial statements on a
going concern basis unless it is
inappropriate to presume that the
Company will continue in business.
The directors are responsible for keeping
adequate accounting records that are
su cient to show and explain the
Company’s transactions and disclose, at
any time and with reasonable accuracy,
the fi nancial position of the Company and
the Group and to enable them to ensure
that the fi nancial statements and the
Remuneration Report comply with the
Companies Act 2006 and, as regards the
Group fi nancial statements, Article 4 of the
IAS Regulation. They are also responsible
for safeguarding the assets of the Group
and the Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the
maintenance and integrity of the
Company’s website. Legislation in the
UK governing the preparation and
dissemination of fi nancial statements may
di er from legislation in other jurisdictions.
Each of the directors, whose names and
functions are listed on pages 34 and 35 of
the Annual Report, confi rm that, to the best
of their knowledge:
> The Group fi nancial statements, which
have been prepared in accordance with
IFRSs as adopted by the EU, give a true
and fair view of the assets, liabilities,
fi nancial position and profi t of the Group;
> The Strategic Report and the Directors’
Report contained in this report include
a fair review of the development and
performance of the business and the
position of the Group, together with a
description of the principal risks and
uncertainties that it faces; and
> The Annual Report, taken as a whole,
is fair, balanced and understandable ,
and provides the necessary information
for shareholders to assess the Group’s
performance, business model and
strategy.
DISCLOSURE OF INFORMATION
TO AUDITORS
Each director confi rms that, so far as
he/she is aware, there is no relevant audit
information of which the Company’s
auditors are unaware and that each director
has taken all the steps that he/she ought to
have taken as a director to make himself/
herself aware of any relevant audit
information and to establish that the
Company’s auditors are aware of that
information.
The Directors’ Report was approved by a
duly authorised committee of the Board
of Directors on 19 May 2015 and signed
on its behalf by
Amanda Mellor
Group Secretary
London, 19 May 2015