Marks and Spencer 2016 Annual Report Download - page 77

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ANNUAL REPORT AND FINANCIAL STATEMENTS 2016
FINANCIAL STATEMENTS OUR BUSINESSOUR PERFORMANCEGOVERNANCE
DEADLINES FOR EXERCISING
VOTING RIGHTS
Votes are exercisable at a general meeting
of the Company in respect of which the
business being voted upon is being heard.
Votes may be exercised in person, by proxy,
or in relation to corporate members, by
corporate representatives. The Articles
provide a deadline for submission of proxy
forms of not less than 48 hours before the
time appointed for the holding of the
meeting or adjourned meeting. However,
when calculating the 48-hour period, the
directors can, and have, decided not to take
account of any part of a day that is not
a working day.
SIGNIFICANT AGREEMENTS –
CHANGE OF CONTROL
There are a number of agreements to
which the Company is party that take
e ect, alter or terminate upon a change
of control of the Company following
a takeover bid. Details of the signifi cant
agreements of this kind are as follows:
> The £400m Medium Term Notes issued
by the Company on 30 November 2009,
the £300m Medium Term Notes issued
by the Company on 6 December 2011
and the £400m; Medium Term Notes
issued by the Company on 12 December
2012 to various institutions (‘MTN’) and
under the Group’s £3bn euro Medium
Term Note (‘EMTN’) programme contain
an option such that, upon a change of
control event, combined with a credit
ratings downgrade to below sub-
investment level, any holder of an
MTN may require the Company to prepay
the principal amount of that MTN.
> The $500m US Notes issued by the
Company to various institutions on
6 December 2007 under Section 144a
of the US Securities Act contain an option
such that, upon a change of control
event, combined with a credit ratings
downgrade to below sub-investment
level, any holder of such a US Note may
require the Company to prepay the
principal amount of that US Note.
> The $300m US Notes issued by the
Company to various institutions on
6 December 2007 under Section 144a
of the US Securities Act contain an option
such that, upon a change of control
event, combined with a credit ratings
downgrade to below sub-investment
level, any holder of such a US Note may
require the Company to prepay the
principal amount of that US Note.
> The amended and restated £1.1bn
Credit Agreement dated 16 March 2016
(originally dated 29 September 2011)
between the Company and various
banks contains a provision such that,
upon a change of control event, unless
new terms are agreed within 60 days,
the facility under this agreement will be
cancelled with all outstanding amounts
becoming immediately payable with
interest; and
> The amended and restated Relationship
Agreement dated 6 October 2014
(originally dated 9 November 2004 as
amended on 1 March 2005), between
HSBC and the Company and relating to
M&S Bank, contains certain provisions
which address a change of control of
the Company. Upon a change of control
the existing rights and obligations of the
parties in respect of M&S Bank continue
and HSBC gains certain limited additional
rights in respect of existing customers
of the new controller of the Company.
Where a third-party arrangement is in
place for the supply of fi nancial services
products to existing customers of the
new controller, the Company is required
to procure the termination of such
arrangement as soon as reasonably
practicable (whilst not being required
to do anything that would breach
any contract in place in respect of
such arrangement).
Where a third-party arrangement is so
terminated, or does not exist, HSBC gains
certain exclusivity rights in respect of
the sale of fi nancial services products
to the existing customers of the new
controller. Where the Company undertakes
a re-branding exercise with the new
controller following a change of control
(which includes using any M&S brand in
respect of the new controller’s business or
vice versa), HSBC gains certain termination
rights (exercisable at its election) in respect
of the Relationship Agreement.
The Company does not have agreements
with any director or employee that would
provide compensation for loss of o ce or
employment resulting from a takeover
except that provisions of the Company’s
share schemes and plans may cause
options and awards granted to employees
under such schemes and plans to vest on
a takeover.
EMPLOYEE INVOLVEMENT
We remain committed to employee
involvement throughout the business.
Employees are kept well informed of
the performance and strategy of the
Group through personal briefi ngs, regular
meetings, email and broadcasts by the
Chief Executive and members of the Board
at key points in the year to all head o ce
and distribution centre employees and
store management. Additionally, many of
our store colleagues can join the briefi ngs
by telephone to hear directly from the
business. These types of communication
are supplemented by our employee
publications including ‘Your M&S’ magazine,
Plan A updates and DVD presentations.
More than 3,500 employees are elected
onto Business Involvement Groups (‘BIGs’)
across every store, distribution centre and
head o ce location to represent their
colleagues in two-way communication and
consultation with the Company. They have
continued to play a key role in a wide variety
of business changes.
The 21st meeting of the European Works
Council (‘EWC’) (established in 1995) will
take place in September 2016. This Council
provides an additional forum for informing,
consulting and involving employee
representatives from the countries in
the European Economic Area. The EWC
includes representatives from France,
Belgium, The Netherlands, Czech Republic,
Slovakia, Greece, Hungary, Lithuania,
Latvia, Estonia, Poland, the Republic of
Ireland and the UK. The EWC has the
opportunity to be addressed by the
Chief Executive and other senior members
of the Company on issues that a ect the
European business. This includes the
directors of International and multi-channel
and the director of Plan A, who all have an
impact across the European Community.
Directors and senior management regularly
attend the National Business Involvement
Group (‘BIG’) meetings. They visit stores and
discuss with employees matters of current
interest and concern to both employees
and the business through meetings with
local BIG representatives, specifi c listening
groups and informal discussions. The
business has continued to engage with
employees and drive involvement. During
the year the Company introduced a
scheme called Give Me Five, which is a new
way of getting great ideas heard by our
leadership and turned into action. All
employees can put forward ideas for
improvements or change to any aspect
of the business, and a shortlist of the best
ideas are presented to a leadership panel,
which includes the CEO. The winning idea is
selected with a view to being implemented.
Share schemes are a long-established and
successful part of our total reward package,
encouraging and supporting employee
share ownership. In particular, around
24,800 employees currently participate
in Sharesave, the Company’s all employee
Save As You Earn Scheme. Full details of all
schemes are given on pages 106 and 107.
We have taken a specifi c focus on
developing our mental wellbeing
programme this year for our employees,
our line managers and senior leaders.
Mental wellbeing was placed as a challenge
on our new senior leadership development
programme ‘Fit to lead the Future’ where
‘disruptive’ style learning on this agenda