s. 172 Statements
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").
Below are the s.172 statements for the Group's subsidiaries captured by these Regulations.
The Group's s.172 statement can be found on pages 20 and 21 of the Annual Report 2020.
Marks and Spencer plc
Section 172 (1) statement 2020
Engaging with stakeholders is fundamental to how M&S does business, and the directors of the Company believe that considering stakeholders in key business decisions is not only the right thing to do, but is vital to the Company’s ability to drive value creation over the longer term and to make M&S special again.
The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).
The directors of the Company are also the Executive Directors and the Company Secretary of Marks and Spencer Group plc (“the Ultimate Parent Group”). As a result of this and of the Ultimate Parent Group’s governance structure (which is outlined in the Corporate Governance Statement in the Report of the Directors on page 23), the matters that the directors are responsible for considering under s.172 were considered by them together with the Ultimate Parent Group Board in relation both to the Ultimate Parent Group and to the Company. The directors consider the matters set out in s.172 to apply to both the Ultimate Parent Group and the Company on the basis that the Company is the Ultimate Parent Group’s primary trading, contracting and employing entity, and therefore the Company’s business relationships with employees, suppliers, customers and partners, are those of the wider Group. Where appropriate, and given that one of the Company’s directors is not a director of the Ultimate Parent Group, the directors of the Company separately met immediately following Ultimate Parent Group Board meetings, to ensure that it had reviewed and considered all Ultimate Parent Group matters and decisions with respect to the specific interests of the Company and its stakeholders. During the year, the directors of the Company agreed with all of the Ultimate Parent Group Board’s decisions and recommendations as applicable directly to the Company and its stakeholders, having been present during the Ultimate Parent Group Board’s discussions and consideration of the matters set out in s.172.
Consequently, a description of how the directors have had regard to the matters set out in s.172 when performing their duty, as discharged alongside the Ultimate Parent Group Board for both the Ultimate Parent Group and the Company, is set out on pages 20 and 21 of the Group’s Annual Report 2020 (available online at www.marksandspencer.com/thecompany). Information on how the directors of the Company engaged and had regard for the Company’s employees and other stakeholders is provided in the ‘Business relationships and colleague engagement’ section of the Report of the Directors on page 21.