Marks and Spencer 2016 Annual Report Download - page 59

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FINANCIAL STATEMENTS OUR BUSINESSOUR PERFORMANCEGOVERNANCE
57
ANNUAL REPORT AND FINANCIAL STATEMENTS 2016
FIGURE 4: SUMMARY NON-EXECUTIVE DIRECTORS’ REMUNERATION POLICY TABLE
The table below summarises our Policy for the operation of non-executive director fees and benefits at the Company.
SUMMARY NON-EXECUTIVE DIRECTORS’ REMUNERATION POLICY (AS APPROVED ON 8 JULY 2014)
ELEMENT OPERATION AND OPPORTUNITY
Service
agreements
Chairman’s
fees
Non-executive
director
basic fee
Additional fees
Benefi ts
Recruitment
> All non-executive directors have an agreement for an initial three-year term. The Chairman’s agreement requires six months’
notice by either party. The non-executive directors’ agreements may be terminated by either party giving three months’ notice.
> Fees are reviewed annually by the Committee taking into consideration:
– Time commitment, demands and responsibility of the role.
– External market practice.
> The maximum aggregate fees for the Chairman and non-executive directors is £750,000 p.a. as set out in our Articles
of Association.
> Fees are reviewed annually by the executive directors taking into consideration:
– Time commitment, scope and responsibility of the role.
– External market practice.
> The maximum aggregate fees for the non-executive directors, including the Chairman’s fee, is £750,000 p.a. as set out in our
Articles of Association.
> Additional fees are paid for undertaking the extra responsibilities of:
– Board Chairman.
– Senior Independent Director.
– Committee Chairman.
> In line with our other employees, the Chairman and non-executive directors are entitled to receive employee discount.
> The Chairman is also entitled to the use of a car and driver.
> No further benefi ts are provided to the Chairman or non-executive directors.
> The Committee takes into account a number of factors when determining an appropriate fee level for the Chairman. The CEO and
executive directors determine appropriate fee levels for the non-executive directors and take into account the time commitment,
role responsibility and market practice in our comparator groups when doing so.
> M&S may o er benefi ts to the Chairman in line with our Policy.