Marks and Spencer 2016 Annual Report Download - page 75

73
ANNUAL REPORT AND FINANCIAL STATEMENTS 2016
FINANCIAL STATEMENTS OUR BUSINESSOUR PERFORMANCEGOVERNANCE
GOVERNANCE
OTHER DISCLOSURES
DIRECTORS’ REPORT
Marks and Spencer Group plc (the
‘Company’) is the holding company of the
Marks & Spencer Group of companies (the
‘Group’). With our rich heritage, M&S is one
of the most recognisable brands in the UK
retail sector and is regularly voted as one
of its most trusted. Our business is driven
by a desire to inspire and innovate; to act
with integrity and to stay in touch with our
customers, shareholders and employees
alike. These are our corporate values and
they underpin everything we do. They are
what make the M&S di erence across the
59 territories in which we operate.
The Directors’ Report (also the
Management Report) for the year ended
2 April 2016 comprises pages 30 to 77
and page 127 to 128 of this report, together
with the sections of the Annual Report
incorporated by reference. As permitted
by legislation, some of the matters
normally included in the Directors’ Report
have instead been included in the
Strategic Report on pages 2 to 29, as the
Board considers them to be of strategic
importance. Specifi cally, these are:
> Future business developments
(throughout the Strategic Report).
> Research and development p14.
> Risk management on p27-29.
Details of branches operated by the
Company can be found on page 17 of
the Strategic Report.
Information relating to fi nancial
instruments are on pages 112 to 117.
Both the Strategic Report and the
Directors’ Report have been drawn up
and presented in accordance with and in
reliance upon applicable English company
law, and the liabilities of the directors in
connection with that report shall be
subject to the limitations and restrictions
provided by such law. For information on
our approach to social, environmental
and ethical matters please refer to our
Plan A Report, available to view online
at marksandspencer.com/plana2016.
Other information to be disclosed in the
Directors’ Report is given in this section.
INFORMATION TO BE
DISCLOSED UNDER LR 9.8.4R
Listing Rule Detail
Page
reference
9.8.4R (1) (2)
(5-14) (A) (B) Not applicable N/A
9.8.4R (4) Long-term
incentive schemes 54 and 62-63
BOARD OF DIRECTORS
The membership of the Board and
biographical details of the directors
are given on pages 32 and 33 and are
incorporated into this report by reference.
Changes to the directors during the year
and up to the date of this report, are set out
below. Details of directors’ benefi cial and
non-benefi cial interests in the shares of the
Company are shown on pages 64 and 69.
Options granted under the Save As You
Earn (SAYE) Share Option and Executive
Share Option Schemes are shown on pages
65 and 66. Further information regarding
employee share option schemes is given
in note 13 to the fi nancial statements.
Name Role
E ective date of
appointment/
resignation
Helen
Weir
Chief Finance
O cer Appointed 1 April 2015
Richard
Solomons
Non-executive
director Appointed 13 April 2015
John
Dixon
Executive
Director, General
Merchandise Resigned 16 July 2015
Andrew
Fisher Non-executive
Director
Appointed
1 December
2015
Martha
Lane Fox
Non-executive
Director Retired 2 April 2016
Marc
Bolland
Chief Executive
O cer Retired 2 April 2016
Steve
Rowe
Chief Executive
O cer Appointed 2 April 2016
The appointment and replacement of
directors is governed by the Company’s
Articles, the UK Corporate Governance
Code (the ‘Code’), the Companies Act 2006
and related legislation. The Articles may
be amended by a special resolution of the
shareholders. Subject to the Articles, the
Companies Act 2006 and any directions
given by special resolution, the business
of the Company will be managed by the
Board who may exercise all the powers of
the Company. The Company may by
ordinary resolution declare dividends
not exceeding the amount recommended
by the Board. Subject to the Companies
Act 2006, the Board may pay interim
dividends and also any fi xed rate dividend,
whenever the fi nancial position of the
Company, in the opinion of the Board,
justifi es its payment.
The directors may from time to time
appoint one or more directors. The Board
may appoint any person to be a director
(so long as the total number of directors
does not exceed the limit prescribed in
the Articles). Under the Articles, any such
director shall hold o ce only until the next
AGM and shall then be eligible for election.
The Articles also require that at each AGM
at least one-third of the current directors
should retire as directors by rotation. All
those directors who have been in o ce at
the time of the two previous AGMs and
who did not retire at either of them must
retire as directors by rotation. In addition,
a director may at any AGM retire from o ce
and stand for re-election. However, in line
with the UK Corporate Governance Code
2014, all directors will stand for annual
election at the 2016 AGM.
DIRECTORS’ CONFLICTS OF INTEREST
The Company has procedures in place for
managing confl icts of interest. Should a
director become aware that they, or their
connected parties, have an interest in an
existing or proposed transaction with
Marks & Spencer, they should notify the
Board in writing or at the next Board
meeting. Internal controls are in place to
ensure that any related party transactions
involving directors, or their connected
parties, are conducted on an arm’s length
basis. Directors have a continuing duty to
update any changes to these confl icts.
DIRECTORS’ INDEMNITIES
The Company maintains directors’ and
o cers’ liability insurance which gives
appropriate cover for legal action brought
against its directors. The Company has also
granted indemnities to each of its directors
and the Group Secretary to the extent
permitted by law. Qualifying third-party
indemnity provisions (as defi ned by section
234 of the Companies Act 2006) were in
force during the year ended 2 April 2016
and remain in force, in relation to certain
losses and liabilities which the directors
(or Group Secretary) may incur to third