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40
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
LEADERSHIP & EFFECTIVENESS
NOMINATION COMMITTEE
REPORT
INTRODUCTION
Earlier in this report I provided detail on the
Board changes during the year. Succession
and director development have been key
areas of focus for the Committee this
year, culminating with the appointment
of Steve Rowe as the new CEO, and the
appointment of a non-executive director,
Andrew Fisher.
For the CEO and executive director
appointment, selection is based on
the experience and skills required for
specifi c roles, for which a specifi cation is
developed and agreed. For the succession
of non-executives, the Nomination
Committee considers the combination
of skills and experience required to fulfi ll
the Board’s purpose. There is a well-defi ned
specifi cation for each appointment with
a clear understanding of the attributes
and values required to help the e ective
functioning of the whole Board. The Board
explicitly acknowledges the need for
diversity in its composition and in
particular, that there should be a strong
representation of women.
Emergency succession planning is also
an important area of discussion for the
Committee, ensuring the business
develops a framework with clearly
identifi ed individuals capable of covering
key management roles on an interim basis.
All these individuals then receive the
necessary coaching to ensure they have
the required skills to provide any critical
support when needed.
The e ectiveness of our emergency
planning was tested following the
resignation of John Dixon, Executive
Director of GM. Steve Rowe moved from
Food, which he had run successfully for
three years, to take over from John. Andy
Adcock, who had worked closely with Steve,
was appointed to lead Food. In addition,
we reallocated responsibilities to cover
Laura Wade-Gery’s maternity leave.
Development for directors and high
performing individuals below Board level
has been an essential area of focus.
Coaching and mentoring is provided to
develop and enhance specifi c skill sets,
and the Committee believes the benefi ts
of this approach are critical for developing
our own talent for the future.
The Nomination Committee and the Board have
ensured that development, mentoring and continued
assessment remain key agenda items.
ROBERT SWANNELL CHAIRMAN OF THE NOMINATION COMMITTEE
EFFECTIVENESS OF THE NOMINATION COMMITTEE
Committee review
The Committee’s performance was
internally evaluated this year by the Group
Secretary. The Committee has had a busy
year and its remit and e ectiveness were
tested, both in terms of succession and
emergency planning. The Committee
considered its composition during the year
following Steve’s appointment as CEO.
In order to ensure independence, the
Committee decided that its membership
should only include independent non-
executive directors. Therefore, Steve will
not be joining the Nomination Committee
as a member, however, he will attend
Committee meetings when invited.
ACTION PLAN 2016/17
> Continue to review succession plans
for the Board and key roles across the
business;
> Continue to identify future talent
pipeline;
> Review development initiatives for
directors; and
> Continue to identify opportunities
for broader business engagement.
MEMBER ATTENDANCE MEMBER
SINCE
3 Sept 2011
Vindi Banga 5 5 100%
5 5 100%
5
5
2
5
5
5
5
5
5
2
5
5
5
5
100%
100%
100%
100%
100%
100%
100%
1 May 2010
Marc Bolland
1 Jan 2014
3 Feb 2012
1 Dec 2015
1 June 2007
1 Jan 2013
13 Apr 2015
4 Oct 2010
Alison Brittain
Miranda Curtis
Andrew Fisher
Martha Lane Fox
Andy Halford
Richard Solomons
Robert Swannell
NUMBER OF
MEETINGS
ATTENDED
MAXIMUM
POSSIBLE
MEETINGS
%
OF MEETINGS
ATTENDED
Nomination Committee activity
The Committee held a signifi cant number
of unscheduled meetings to support
CEO succession. It continued to support
succession and development of the
executive directors, implemented
development initiatives for senior
executives, international business school
training, executive coaching and non-
executive director mentoring. Committee
members also participated in several
employee-focused and diversity-based
initiatives, giving increased access to the
organisation, direct employee feedback
and greater visibility of high potential
talent.
en
s