Marks and Spencer 2016 Annual Report Download - page 70

68
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
In line with our Policy, directors have rolling
contracts which may be terminated by the
Company giving 12 months’ notice or the
director giving six months’ notice.
Steve Rowe’s service agreement was
updated on his appointment to CEO
on 2 April 2016.
Date of appointment Notice period/unexpired term
Steve Rowe 01/10/2012 12 mo nths/6 months
Patrick Bousquet-Chavanne 10/07/2013 12 months/6 months
Laura Wade-Gery 04/07/2011 12 months/6 months
Helen Weir 01/04/2015 12 months/6 months
FIGURE 27: SERVICE AGREEMENTS
EXECUTIVE CHANGES TO THE BOARD DURING 2015/16
Directors appointed to the Board
Helen Weir joined the Board on 1 April 2015
as Chief Finance O cer as reported last
year. Full details of her pay arrangements
on joining were disclosed in our 2014/15
report.
Payments for the loss of o ce (audited)
John Dixon Executive Director,
General Merchandise resigned from
the Board on 16 July 2015 and left the
Company after a period of garden leave on
16 January 2016. In line with his contractual
arrangements, John received a payment of
£49,431 in respect of accrued but untaken
holiday as per the Company’s standard
holiday policy for leavers. Any share awards
which had not vested prior to the date he
left the business lapsed at this time.
Payments to past directors (audited)
Steven Sharp retired from the Board on
9 July 2013 and had two outstanding
awards under the Performance Share Plan.
In accordance with the rules of the
Performance Share Plan, 4.7% of his 2012
award (24,396 shares) vested in May 2015,
equating to £153,302, including dividend
equivalents. Steven has no further
outstanding awards.
Changes to the Board in 2016/17
Marc Bolland, CEO retired from the Board
on 2 April 2016. In line with his contractual
arrangements, Marc will receive salary,
benefi ts and pension benefi ts until the
end of his notice period on 7 January 2017.
Marc will not be eligible to participate in
either the Annual Bonus Scheme or
Performance Share Plan for 2016/17.
Per the approved Remuneration Policy,
any unvested nil-cost options awarded to
Marc Bolland under the Deferred Share
Bonus Plan will vest in full on leaving and
may be exercised in accordance with the
Plan rules. As per the Policy, any unvested
nil-cost options awarded under the
Performance Share Plan will be time pro-
rated and will vest on the normal vesting
date, to the extent that performance
conditions are met. They may then be
exercised in accordance with the Plan rules.
Directors changing roles within
the Board
Steve Rowe became Chief Executive
O cer on 2 April 2016, upon Marc Bolland’s
retirement from the Board. From this date,
Steve’s salary increased to £810,000 with
all other terms of his existing service
agreement remaining unchanged.
The Company recognises that executive
directors may be invited to become
non-executive directors of other
companies and that these appointments
can broaden their knowledge and
experience to the benefit of the Company.
The policy is for the individual director
to retain any fee.
The table opposite sets out the details
for these fees earned for the period
29 March 2015 to 2 April 2016.
FIGURE 28: EXTERNAL APPOINTMENTS
EXECUTIVE DIRECTORS’ REMUNERATION CONTINUED
Director Company
Fee
000
Marc Bolland The Coca-Cola Company $250
Patrick Bousquet-Chavanne Brown-Forman $267
Laura Wade-Gery British Land Company £44
Helen Weir SABMiller £117
Rugby Football Union £25
REMUNERATION REPORT
CONTINUED