A strong Board
A strong Board makes a significant difference
to a company’s ability to create value. As
Deputy Chairman I lead on all governance
issues including the annual review of Board
and individual directors’ effectiveness, and
the implementation of a successful
succession strategy for the business.
A key task, given to me in my first few
weeks as Deputy Chairman, was to recruit
a new independent non-executive director.
In October 2008 we appointed Jan du Plessis
to that role. He joins me and the other four
non-executive directors who are independent
and bring an external dimension to the
Board, drawing on their wide range of
experience across industry sectors.
Sir David Michels Deputy Chairman
Succession timetable
We have always said that our aim is to
develop a strong management team and
appoint a successor as Chief Executive
internally if appropriate. That was the genesis
of the decision the Board took in 2008,
when it concluded that it would be in the
best interests of the Company to retain
Sir Stuart Rose until 2011.
If internal succession is appropriate, we
would expect to announce the appointment
of a new Chief Executive during 2010. Stuart
would then stay on for a suitable period to
affect a smooth transition before we identify
an independent Chairman and revert to
recommended best practice.
In the event that internal succession is not
an option, we will instigate a search and
appoint a new Chief Executive during 2010.
In this case, Stuart would again stay on to
ensure a seamless transition before being
replaced by an independent Chairman.
Voting at this year’s AGM
You will have seen that the Local Authority
Pension Fund Forum (LAPFF) has filed a
shareholder resolution. Although LAPFF
continues to have confidence in Stuart’s
leadership and is not advising its members
to vote against his re-election, it is calling
for M&S to split the role of Chairman and
Chief Executive, appointing an independent
Chairman by 2010.
The M&S Board is fully aware of its
governance responsibilities and for that
reason has always been transparent about
the reasons for Stuart taking on the role of
Executive Chairman.
We remain strongly of the view that the
current combined role is the right choice
for M&S at this time, and that we have an
appropriate succession timetable in place
to lead M&S through this challenging period.
For this reason we recommend that
shareholders vote against the LAPFF
resolution.
Please refer to the Notice of Meeting document in the download centre
to read the LAPFF resolution
and our response, as well as full details
on how to vote.
Sir David Michels Deputy Chairman
125 YEARS OF INNOVATION
1970 We've always believed fresh is best.
That’s why we introduced sell-by dates on
our food in 1970. But as we were years ahead
of the government and other retailers, the idea
took some explaining. Our Sell-By PR campaign
helped to establish
the idea in the public
consciousness.
1972 We launched a major
fresh chicken advertising
campaign that included a
television commercial as well
as newspaper advertisements
using the slogan: "Remember
when chicken used to taste
like chicken?"
M&S Governance
Leadership and governance go hand-in-hand in a successful company. For both to work well you need a clear plan of what you want to achieve. Following its 2008/09 performance review, the Board has agreed actions for 2009/10 within three key areas to ensure our governance is robust and continues to add value to Marks & Spencer:
1. An independent Board
Harness the experience and talent of the non-executive directors to invest in the business for the long term, so M&S is well placed when the market improves.
| Chairman (1) |
executive |
| Executive Directors (3) |
executive |
| Deputy Chairman (1) |
independent |
| Non-Executive Directors (5) |
independent |
2. An informed Board
Improve the depth and breadth of information given to the Board to facilitate robust decision-making during the economic downturn (see diagram
above).
3. A responsible Board
Reinforce our brand reputation and stakeholder relationships for the long-term success of M&S through our brand values, Plan A and code of ethics.
- Our investors are rewarded with profitable returns
- Our customers experience Quality, Value, Service, Innovation and Trust every time they shop with us
- Our employees are proud to work at M&S
- Our suppliers are engaged in profitable partnerships
- Our communities and the environment benefit from our sustainable business