Corporate governance
Relations with shareholders

Institutional investors

Our Deputy Chairman, Sir David Michels, maintains regular contact with principal investors and representative bodies and met more frequently with them during 2008/09 to keep the Board informed on their governance views. We understand shareholder concerns on the combined role of Chairman and Chief Executive, which is why we are making sure our governance is robust.

The Board also receives independent feedback on investor relations through an annual presentation by independent advisors. This contains major investor views on Company management and performance based on the results of an extensive survey undertaken in April.

Our executive directors also play a role in our relationship with institutional investors, meeting with them throughout the year. All of the executive directors also attend our full and half year results presentations.

As the focal point of contact for investors, brokers and analysts, our investor relations team met with representatives from over 250 investment institutions during 2008/09. Although many meetings were in the UK, the team also travelled extensively throughout Europe and North America.

Private investors

We make special efforts to make sure communications and policies are appropriate for our private investors as they own a high percentage (c30%) of our shares.

We include a postage paid topics card with the AGM Notice of Meeting so that shareholders can make their views known to us. The three most frequently raised topics are addressed at the AGM and a summary of all comments is provided to the Board and directors of each business unit. Throughout the year shareholders can also email the Chairman with their comments, write to us or call our telephone helplines.

As many shareholders are also customers, shareholder vouchers were once again distributed with our January dividend. In addition to our registered shareholders, we saw an increased level of nominee participation this year helping us to distribute even more vouchers to indirect investors.

Annual General Meeting

Our AGM is one of the most well attended meetings from the top 350 UK listed companies, regularly attracting over 1,500 people. Shareholders who are unable to attend are encouraged to lodge their vote in advance of the meeting electronically or by using the proxy card sent with the Notice of Meeting. In 2008 89% of the proxy votes received were lodged electronically through the CREST system. We also provide online voting for private investors at sharevote.co.uk

Prior to the meeting an exhibition is hosted by our senior retail and business managers. The meeting commences with a business presentation and then the Chairman, and other members of the Board, answer questions raised by shareholders. All directors attend the meeting, including the chairmen of the Nomination and Governance, Remuneration and Audit Committees.

Shareholders are then invited to vote on the resolutions by poll, using the electronic Vote Now system. This gives a more democratic result as all shares represented at the meeting and those lodged before the meeting are included on a one share, one vote basis. The indicative result is screened at the meeting with the final results announced via the London Stock Exchange.

For more information on the resolutions being proposed at this year's AGM, see the Notice of Meeting booklet. This includes the Company's response to a resolution requisitioned by the Local Authority Pension Fund Forum on the combined role of Chairman and Chief Executive, which the Board recommends that shareholders vote against as it is not in the best interests of the Company.

Electronic communication

Following consultation in January 2008, the principal method of communicating with our shareholders is via our corporate website. In recognition of this, extensive work has gone into the redesign and development of marksandspencer.com/thecompany which now provides increased functionality and a wealth of up-to-date and historical information.

Webcasts of both our annual results in May and our half year results in November, together with 'News Alert' emails throughout the year, allow us to communicate globally with all stakeholder groups.

• Corporate governance section
  • Board effectiveness
  • From the boardroom to the shop floor
  • Accountability and audit
  • Principal risks and uncertainties
  • Committee effectiveness
  • Board and Committee attendance
  • Relations with shareholders
  • Governance of the Group pension schemes
• Remuneration report
• Other disclosures