The Board is responsible for establishing the purpose, values and strategy for the M&S Group, ensuring our culture is aligned, overseeing our conduct and affairs, and for promoting the success of M&S for the benefit of our members and stakeholders. The Board discharges some of its responsibilities directly and others through its sub-committees. Key matters reserved for the Board’s decision as a whole are detailed in the Schedule of Matters Reserved for the Board, which can be accessed here, and are reviewed annually.
Execution of the M&S strategy and day-to-day management is delegated to the Executive Committee. The Board retains responsibility for overseeing, guiding and holding management to account. More information on the most recent effectiveness review, composition, and tenure of our Board can be found in our latest Annual Report.
The Board consists of the below key leadership figures:
| Main responsibilities | |
| Chief Executive Officer (CEO) | The CEO is responsible for the overall performance and management of the Group. This includes monitoring the Group’s current trading, progress against strategic initiatives, competitive landscape, emerging risks, the performance of the executive team and succession planning for key roles within the business. They should also oversee the development of business strategies for Board approval and achieve timely and effective implementation. |
| Chair | The Chair of the Board is responsible for promoting the highest standards of corporate governance, assisted by the Company Secretary. Importantly, the Chair is also responsible for establishing effective shareholder engagement and building strong relationships with our stakeholders. |
| Senior Independent Director (SID) | The SID supports the Chair on all governance issues including the annual review of Board effectiveness. Additionally, the SID provides a communication channel between the Chair and non-executive directors and, when required, principal shareholders including representative bodies. This communication channel is in addition to and does not replace existing channels. |
| Non-Executive Directors (NEDs) | Independent NEDs assess, challenge and monitor the executive directors’ delivery of strategy within the risk and governance structure agreed by the Board. As Board Committee members, NEDs also review the integrity of the Company's financial information, consider ESG issues, recommend appropriate succession plans, monitor Board diversity and set the directors’ remuneration. |
| Company Secretary | The Company Secretary advises the Board on all legal and corporate governance issues. Additionally, ensuring good information flows within the Board and its committees and between the executive team and non-executive directors. |
Biographies for all Board members can be found here.
Directors’ Duties and Section 172
Our Board directors are bound by duties set out in section 172 of the Companies Act 2006, to promote the success of the Company for the benefit of our members as a whole. In doing so, however, they must have regard to the interests of all of our stakeholders, to ensure the long-term sustainability of the Company. The Board is therefore responsible for ensuring that it fulfils its obligations to those impacted by our business, in its stakeholder consideration and engagement.
The Group's s.172 statement, as required by the Companies (Miscellaneous Reporting) Regulations 2018, can be found on pages 6 to 9 of the Annual Report 2026. Read the Group’s subsidiary s. 172 statements here.
The Board delegates certain matters to its four main Committees. The Committee Chairs regularly update the Board on their respective Committee’s activities. Committee responsibilities and membership are outlined below.
Audit & Risk Committee
- Monitors the integrity of the financial statements, reviewing the significant financial reporting judgements within them.The Committee carries out an annual assessment to advise the Board on whether it considers the Annual Report to be fair, balanced and understandable - read the assessment here.
- Maintains an appropriate relationship with the external auditor.
- Reviews the internal audit programme and effectiveness of the Internal Audit & Risk function.
- Reviews and assesses the Group’s risk framework, and system of internal control.
Chair: Evelyn Bourke
Members: Roger Burnley, Sean Doyle
The Terms of Reference for the Audit & Risk Committee can be found here.
The Internal Audit & Risk Functional Charter can be found here.
Remuneration Committee
- Determines the Company’s remuneration policy, performance-related pay schemes and share-based incentive plans, ensuring practices are designed to support and promote the long-term success of M&S and delivery of its strategy.
- Reviews Chairman, executive and senior management remuneration frameworks in the context of our culture and wider workforce remuneration.
Chair: Fiona Dawson
Members: Archie Norman, Tamara Ingram
The Terms of Reference for the Remuneration Committee can be found here.
Nomination Committee
- Reviews Board and Committee structure, composition and diversity. Read our Board Diversity Policy here.
- Monitors the Company’s leadership and succession needs, keeping under review the skills and experience of the Board to ensure these remain suited to the successful execution of our strategy.
- Oversees the process for nomination, induction and evaluation of directors.
Chair: Archie Norman
Members: Evelyn Bourke, Fiona Dawson
The Terms of Reference for the Nomination Committee can be found here.
ESG Committee
- Ensures the Group’s ESG strategy is aligned to the Company’s strategy and remains fit for the future.
- Reviews the effectiveness and successful delivery of the ESG strategy and targets.
- Considers and recommends all ESG related reporting for the Board’s approval.
- Advises the Audit & Risk Committee on ESG-related risks, including climate-connected risks
Chair: Tamara Ingram
Members: Cheryl Potter, Sapna Sood
The Terms of Reference for the ESG Committee can be found here.
The Executive Committee (ExCo) is our internal leadership team established and led by the CEO, responsible for delivering the M&S strategy and day-to-day management of the business. It manages, monitors and provides the executive input underlying M&S’ strategic and operational decisions, ensuring strong executive alignment on business priorities, investments and actions. The ExCo consists of the CEO, CFO, the Managing Directors of each business unit, as well as support function directors.
Authority is conferred on the ExCo by the Group Delegation of Authority, as approved by the Board. The ExCo reviews strategic opportunities and initiatives from the Group’s key businesses and centralised functions, ensuring these contribute to and elevate the Board’s overarching strategy. ExCo members provide updates at Board meetings and maintain regular dialogue with the Board to facilitate support and receive constructive challenge.
In addition, and in support of the Board’s purpose, values and culture setting, the ExCo is responsible for all colleague matters, including the structure and operation of the HR function throughout the business, the development and monitoring of culture and values, and reviewing talent and leadership development and succession plans below ExCo level.
Biographies for all the ExCo members can be found here.
Underlying this governance framework between the Board, its sub-committees and the ExCo, there are a number of senior management forums and Business Boards strengthening our governance and improving Board oversight.
Senior Leadership Forums
Our Senior Management Forums support specific business needs or strategic priorities, meeting as and when required. Decision-making is delegated to them by the Group’s delegation of authority or Board approved terms of reference. These forums include, but are not limited to:
- Disclosure & Oversight Committee: For determining the disclosure treatment of material information and identify confidential and inside information for the purpose of maintaining project lists compliant with the UK Market Abuse Regulations.
- Shares & Dealing Committee: To review the Company’s current and future share scheme liabilities, dilution limits, and arrangements for grant and satisfaction of share awards.
- Property Committee: For reviewing and approving property investments.
- Executive Risk and Compliance Committee: To support the Executive Committee in the management of risk and the Audit & Risk Committee in overseeing compliance with the Group Risk Policy.
- Financial Services Risk Management Committee: To support the oversight of risk management, including compliance risk matters, for Financial Services & Payments activities.
- ESG Business Forum: For mobilising action across the business on our net zero roadmap, updating the ESG Committee on progress.
- Data Protection Committee: To oversee data privacy compliance and support the Executive Committee in driving an effective governance and control framework.
Business Boards
Our Business Boards oversee the day-to-day running of our key business units. They manage, monitor and provide executive input to support strategic and operational decision-making, and the delivery of transformation projects. These include:
- Food
- Fashion, Home & Beauty
- International
- Digital & Technology
- Stores
- Property & Store Renewal
