The role of the Board
The Board’s primary responsibility is to promote the long term success of the Company by creating and delivering sustainable shareholder value. The Board seeks to achieve this through setting out its strategy, monitoring its strategic objectives and providing oversight of its implementation by the management team. In establishing and monitoring its strategy, the Board considers the impact of its decisions on wider stakeholders including employees, suppliers and the environment.
A number of key decisions and matters are reserved for the Board’s approval and are not delegated to management. These include matters relating to the Group’s strategy, approval of major acquisitions, disposals, capital expenditure, financial results and overseeing the Group’s systems of internal control, governance and risk management. The Board delegates certain responsibilities to its committees, to assist it in carrying out its functions of ensuring independent oversight. These committees are made up of independent non-executive directors and play a key role in supporting the Board. The Chairmen of the Audit, Nomination and Remuneration Committees provide updates on their activities during the year later in this report.
A full schedule of matters reserved for the Board’s decision along with the terms of reference of the Board’s key committees and the individual roles of the Board members can be found in the Group’s formal Governance Framework available to view on the Governance page in the Investors section of our Corporate website.
The Board meets regularly throughout the year. There were 11 scheduled meetings this year including two strategy meetings, where the non-executive directors contributed their expertise and independent oversight into the development of the strategy. Sufficient time is given at the end of each Board meeting for the Chairman to meet privately with the Senior Independent Director and the non-executive directors to discuss any matters. Details of individual Board directors’ attendance at meetings in 2012/13 are set out in the table below.
Progress against strategy
The Board spent a great deal of its time together in 2012/13 focused on monitoring its key strategic objectives around International, Supply Chain and Multi-channel, reviewing progress against the three-year plan, challenging key strategic investments and initiatives and reviewing the Company’s capital structure. The Board held two strategy awaydays during the year, to ensure it continued to challenge, test and develop its strategy of becoming an international multi-channel retailer. The first of the meetings was held in October 2012 and gave the Board the opportunity to visit the Company’s new distribution centre in Castle Donington, a key component of our multi-channel ambitions. This was combined with a visit to our new Plan A sustainable store at Cheshire Oaks, where key elements of our new store design were in place. In February 2013 the Board met in Istanbul, Turkey to review and debate progress of the International strategy, which included meeting the Company’s franchise partner in the region to understand more about their ambition and vision. The Board also visited a number of local stores around Istanbul and toured the regional sourcing hub to gain a more detailed understanding of the GM supply chain.
|Board meetings||Percentage attended|
|Name of Director||A||B|
|Kate Bostock (resigned 30 September 2012)||4||4||100%|
|Steve Rowe (appointed 1 October 2012)1||8||8||100%|
|Jeremy Darroch (Retires 19 June 2013)||11||11||100%|
|Martha Lane Fox5||11||10||90%|
|Andy Halford (appointed 1 January 2013)||3||3||100%|
|Jan du Plessis||11||11||100%||
A = Maximum number of meetings the director could have attended.
The Board has continued to debate and develop its understanding of risk, risk appetite and tolerance, testing how we can best maximise the opportunities for us to grow the business.
Protecting the business from operational and reputational risk is an essential part of the Board’s role. In line with our action plan, and supported by the Audit Committee, we have continued to drive a better understanding of the risks we face, further developed and tested our tolerance and appetite for risk and ensured our Group Risk Profile continues to robustly reflect the business’ strategic objectives and opportunities. We have carried out a full review of internal controls, with a particular focus on processes and controls around confidential information following the leak of elements of the Q3 Interim Management Statement.
Oversight of succession
Securing succession and developing leadership of future talent have once again been key considerations for the Board. A number of significant changes were made to the Board and senior management during the year to bring further strength and expertise to the executive team and ensure continued independent oversight. Both new appointments to the Board were made against objective criteria and in line with the Board’s diversity policy which we introduced last year. We have reported our progress against the policy within the Nomination Committee report. Tailored induction programmes were provided to both executive and non-executive directors, details of which can be found on our corporate website.
The development of the senior leadership team across the business has continued, with all of the Top 100 employees having now completed our flagship leadership development programme, Lead to Succeed. We have introduced a Leadership Development Service, a personalised coaching service, which recognises the specific needs of individuals and addresses them through a tailored set of initiatives. One such initiative is the facilitating of non-executive roles outside M&S for key individuals who we believe would benefit from gaining valuable Board experience.
Our MBA Leadership Programme, which aims to recruit and develop talented MBA graduates from a range of international business schools, towards senior management and leadership roles in ambitious timescales, is proving an effective way of developing talented international leaders with experience across a range different industries. A balance of developing our internal talent while accessing key external talent where necessary is enabling us to build a stronger and more dynamic pool of leaders across the business.