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Part 2 - Audited information

Directors' emoluments

  Salary/fee
£000		 Cash
allowance4
£000		 Benefits4
£000
Dividend
equivalents5
£000		 Bonus
£000
Termination
payments
£000		 Total
2009
£000

Total
2008
£000
Chairman                
Sir Stuart Rose1 1,130 302 45 288 – – 1,765 1,375
Deputy Chairman                
Sir David Michels2 217 – – – – – 217 79
Executive directors                
Kate Bostock3 500 128 18 71 175 – 892 39
Ian Dyson1 675 186 5 143 – – 1,009 698
Steven Sharp1 565 141 33 143 – – 882 701
Non-executive directors                
Jeremy Darroch 73 – – – – – 73 73
Martha Lane Fox 67 – – – – – 67 56
Steven Holliday 67 – – – – – 67 67
Louise Patten 73 – – – – – 73 73
Jan du Plessis 25 – – – – – 25 –
Directors retiring from
the Board during the year		              
Lord Burns6 75 – 1 – – 350 426 453
Steven Esom7 134 34 8 – – 568 744 294
Former directors8 – – – – – – 252 284
Total 3,601 791 110 645 175 918 6,492 4,192
  1. Stuart Rose, Ian Dyson and Steven Sharp did not receive a salary increase during the year and no bonus was earned in 2008/09.
  2. In addition to the fees disclosed in the above table, the Company met a due proportion of Sir David Michels' general office and administration costs that related to his Marks & Spencer Board duties. In the year under review, this amounted to £1,667. The arrangement ceased on his appointment to Deputy Chairman on 1 June 2008.
  3. Kate Bostock did not receive a salary increase during the year and no bonus was earned in 2008/09 under the Annual Bonus Scheme. £175,000 was earned in 2008/09, which was the second payment under a three year cash bonus retention arrangement. The final instalment of this bonus arrangement will be paid in 2009/10. Her cash allowance and benefits include a 25% supplement on her salary earned above the Group's Pension Scheme cap as she was a member of the Retirement Plan until June 2008. Post June 2008, her cash allowance included a 25% salary supplement in lieu of pension. In addition, the Company's contribution into the Retirement Plan for 2008/09 for the period when she was a member was £2,306. The figure shown in the Total 2008 column was only for the period when she was an executive director (10 March 2008 – 29 March 2008).
  4. The elements included in the Cash allowance and Benefits columns of the table are described in detail in the Benefits section and have been audited.
  5. Dividend equivalents were accrued over the three year vesting period for the 2005 PSP share awards. The shares vested in full in July 2008 (as shown in the table below) and the dividend equivalents accrued on these shares were paid as cash in August 2008.
  6. Lord Burns retired from the Board on 1 June 2008. As per his agreement, the termination payments were phased, made on a monthly basis. The total shown in the table above comprises 10 months' fees. There are no further payments to be made.
  7. Steven Esom retired from the Board on 1 July 2008, and under the terms of his service contract, the termination payments are phased, and payable on a monthly basis. The termination payments include nine month's payments and benefits in line with this contract provision. The maximum number of outstanding phased monthly payments are three, which, if made, will be paid in 2009/10.
  8. The £252,000 in 2009 relates to payments to former directors including those made under the Early Retirement Plan. Under this plan, the Remuneration Committee could, at its discretion, offer an unfunded Early Retirement Pension, separate from the Company pension, which was payable from the date of retirement to age 60. With effect from 31 March 2000, the Early Retirement Plan was withdrawn but payments continue for awards made before this date.
    The former directors are James Benfield who received £85,434 (£82,148 in 2008) payable until 22 April 2009, and Derek Hayes who received £59,607 (£76,422 in 2008). The payments for Derek Hayes ceased on 19 November 2008.
    The pension scheme entitlement for Clinton Silver is supplemented by an additional, unfunded pension paid by the Company, which for 2009 was £107,363 (£103,233 in 2008).

Directors' long-term incentive schemes

Share schemes

  Date of award Maximum shares
receivable at
30 March 2008		   Shares
awarded
during
the year		   Shares
vested
during
the year		 Shares
lapsed
during
the year		 Maximum shares
receivable at
28 March 2009
or date of leaving		 Market value
on date of
award
(p)		 Market value
on date of
vesting
(p)		   Date of
vesting
Chairman                        
Sir Stuart Rose                        
Performance Share Plan1 25/07/05 473,868   –   473,868 – – 358.75 259.75   25/07/08
  19/07/06 663,755   –   – – 663,755 572.5 –   19/07/09
  05/06/07 594,395   –   – – 594,395 706.6 –   05/06/10
  09/06/08 –   1,184,486   – – 1,184,486 381.6 –   09/06/11
Deferred Share Bonus Plan2 05/06/06 35,125   –   – – 35,125 550.0 –   05/06/09
  05/06/07 222,898   –   – – 222,898 706.6 –   05/06/10
Total   1,990,041   1,184,486   473,868 – 2,700,659        
Executive directors                        
Kate Bostock                        
Performance Share Plan1 25/07/05 117,073   –   117,073 – – 358.75 259.75   25/07/08
  19/07/06 157,205   –   – – 157,205 572.5 –   19/07/09
  05/06/07 169,827   –   – – 169,827 706.6 –   05/06/10
  09/06/08 –   262,054   – – 262,054 381.6 –   09/06/11
Deferred Share Bonus Plan2 05/06/06 25,404   –   – – 25,404 550.0 –   05/06/09
  05/06/07 28,985   –   – – 28,985 706.6 –   05/06/10
Total   498,494   262,054   117,073 – 643,475        
Ian Dyson                        
Performance Share Plan1 25/07/05 234,146   –   234,146 – – 358.75 259.75   25/07/08
  19/07/06 331,878   –   – – 331,878 572.5 –   19/07/09
  05/06/07 297,197   –   – – 297,197 706.6 –   05/06/10
  09/06/08 –   530,660   – – 530,660 381.6 –   09/06/11
Deferred Share Bonus Plan2 05/06/06 48,579   –   – – 48,579 550.0 –   05/06/09
  05/06/07 111,449   –   – – 111,449 706.6 –   05/06/10
Total 1,023,249   530,660   234,146 – 1,319,763        
Steven Sharp                        
Performance Share Plan1 25/07/05 234,146   –   234,146 – – 358.75 259.75   25/07/08
  19/07/06 331,878   –   – – 331,878 572.5 –   19/07/09
  05/06/07 297,197   –   – – 297,197 706.6 –   05/06/10
  09/06/08 –   592,243   – – 592,243 381.6 –   09/06/11
Deferred Share Bonus Plan2 05/06/06 64,772   –   – – 64,772 550.0 –   05/06/09
  05/06/07 111,449   –   – – 111,449 706.6 –   05/06/10
Total 1,039,442   592,243   234,146 – 1,397,539        
Directors retiring from the Board during the year                      
Steven Esom                        
Performance Share Plan1 4 05/06/07 141,522   –   – 141,522 – 706.6 –   –
Deferred Share Bonus Plan2 09/06/08 –   65,513   – – 65,513 381.6 –   –
Restricted Share Plan3 4 05/06/07 70,761   –   – 70,761 – 706.6 –   –
Total   212,283   65,513   – 212,283 65,513        
  1. The number of performance shares is the maximum (100%) of the award that could be receivable by the executive director if the EPS performance conditions are fully met as outlined under Senior remuneration framework. The award made in 2006 will lapse on 19 July 2009 as it has not met the minimum EPS target of RPI +5%.
  2. Full details of the Deferred Share Bonus Plan are set out in the Financial statements section under Deferred Share Bonus Plan.
  3. Steven Esom was awarded shares under the Restricted Share Plan before he was appointed an executive director. Full details of the Restricted Share Plan are set out in the Financial statements section under Restricted Share Plan.
  4. Steven Esom's performance and restricted share awards lapsed in full on leaving.

Share Option Schemes

  Date of grant Maximum options
receivable at
30 March 2008		   Options
granted
during
the year		   Options
exercised
during
the year		   Options
lapsed
during
the year		 Maximum options
receivable at
28 March 2009
or date of leaving		 Option price
(p)		 Option period
Chairman                      
Sir Stuart Rose                      
Executive Share                      
Option Scheme1 20/07/04 979,825   –   –   – 979,825 347.0 20/07/07–
19/07/14
SAYE2 25/11/05 4,613   –   –   4,613 – 349.0 –
  21/11/08 –   4,729   –   – 4,729 203.0 01/01/12–
30/06/12
Total   984,438   4,729   –   4,613 984,554    
Executive directors                      
Kate Bostock                      
Executive Share                      
Option Scheme1 24/11/04 249,627   –   –   – 249,627 336.5 24/11/07–
23/11/14
SAYE 25/11/05 2,679   –   –   – 2,679 349.0 01/01/09–
30/06/09
  21/11/08 –   4,729   –   – 4,729 203.0 01/01/12–
30/06/12
Total   252,306   4,729   –   – 257,035    
Ian Dyson                      
SAYE2 25/11/05 4,613   –   –   4,613 – 349.0 –
  21/11/08 –   4,729   –   – 4,729 203.0 01/01/12–
30/06/12
Total   4,613   4,729   –   4,613 4,729    
Steven Sharp                      
Executive Share                      
Option Scheme1 20/07/04 302,593   –   –   – 302,593 347.0 20/07/07–
19/07/14
  24/11/04 104,010   –   –   – 104,010 336.5 24/11/07–
23/11/14
SAYE 25/11/05 2,679   –   –   – 2,679 349.0 01/01/09–
30/06/09
  21/11/08 –   4,729   –   – 4,729 203.0 01/01/12–
30/06/12
Total   409,282   4,729   –   – 414,011    
Directors retiring from the Board during the year                      
Steven Esom                      
SAYE 23/11/07 1,856   –   –   1,856 – 517.0 –
Total   1,856   –   –   1,856 –    
  1. The Executive Share Options have all been held for three years and have met their performance targets and can therefore be exercised under the scheme rules;
    All option prices were below the market value on 28 March 2009;
    The performance criteria attached to the Executive Share Options Scheme is described in the Senior remuneration framework section.
  2. On 10 November 2008, in accordance with the November 2005 Sharesave scheme terms and conditions, Stuart Rose and Ian Dyson surrendered their awards granted in November 2005.
    The market price of the shares at the end of the financial year was 265.25p; the highest and lowest share price during the financial year were 417.0p and 200.0p respectively.
    For the two above tables the explanation of the performance criteria attached to the the Performance Share Plan and the Executive Share Option Scheme can be found in the Senior remuneration framework and have been audited.

Approved by the Board

Louise Patten Chairman of the Remuneration Committee

London

18 May 2009