Governance Framework

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. The specific Matters Reserved for the Board can be accessed here.

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 annual report.

The Board consists of the below key leadership figures:

Biographies for all the Board members can be found here and the full division of their responsibilities 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 Companies (Miscellaneous Reporting) Regulations 2018 require Marks and Spencer Group plc and a number of its subsidiaries to publish a statement explaining how the Directors have given due regard for the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006 while performing their duty to promote the success of the Company for the benefit of its members as a whole (“s.172 statement”).

Section 172 statements for the Group’s subsidiaries captured by the Regulations can be found here.

Matters Reserved for the Board

Key matters reserved for the Board’s decision as a whole are detailed in the Schedule of Matters Reserved for the Board and are reviewed annually.

The Executive Committee (“ExCo”) is our leadership team responsible for executing strategy. 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 and the Managing Directors of each business unit. 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.

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.

The Board is supported by its sub-committees in discharging its duties. At each Board meeting, the Chairs of the Committees provide an update on their Committee activities.

The Committee Membership can be found in the table below:

Committee Membership:
_{C - Committee Chair
X - Committee Member}

Audit & Risk Committee

Responsible for monitoring the integrity of the financial statements, reviewing the Group’s risk framework and internal controls and maintaining the auditor relationship. 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

Responsible for remuneration policy, performance-linked pay schemes and share-based incentive plans. The Terms of Reference for the Remuneration Committee can be found here.

Nomination Committee

Responsible for reviewing Board composition and diversity, proposing new Board appointments and monitoring the Board’s succession needs. The Terms of Reference for the Nomination Committee can be found here.

ESG Committee

Responsible for ensuring the Company’s ESG strategy remains fit for purpose, and plans are in place and reported on. Advises the Audit Committee on ESG-related risks, including climate-related issues. The Terms of Reference for the ESG Committee can be found here.

Disclosure & Oversight Committee

Responsible for determining the disclosure treatment of material information and identifying confidential and inside information for the purpose of maintaining project lists compliant with the UK Market Abuse Regulations. The Terms of Reference for the Disclosure & Oversight Committee 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 strengthening our governance and improving Board oversight.

These bodies support on specific projects, business needs, or strategic priorities, meeting as and when required. Decision-making is delegated to them by the Group Delegation of Authority or Board approved terms of reference. These include:

• Property Committee: For reviewing and approving property investments.
• Fraud and Loss Committee: For pulling together all fraud related governance activities, reporting directly into the Audit & Risk Committee.
• 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.
• Compliance Monitoring Committee: Oversight of credit broking activities within the Group, as regulated by the Financial Conduct Authority.
• ESG Business Forum: For mobilising action across the business on our net zero roadmap, updating the ESG Committee on progress. 

Each of the Group’s key business units also have regular meetings with a streamlined leadership and management team. For the upcoming financial year, these will take the form of Business Boards. Each Business Board will manage, monitor and provide executive input to support strategic and operational decisions, improving the speed and efficiency of decision-making and aiding the delivery of the transformation plan:

• Clothing & Home
• Food
• International
• Retail & Property Development
• Digital, Data and Technology