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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 32 to 34 of the Annual Report 2022.

Marks and Spencer plc

Marks and Spencer plc

Section 172 (1) statement

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 25), 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 to both 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 anticipate separately meeting immediately following Ultimate Parent Group Board meetings, to ensure that they review and consider all Ultimate Parent Group matters and decisions with respect to the specific interests of the Company and its stakeholders. However, 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, and therefore no separate meetings were required. 

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 34 to 36 and 68 to 69 of the Group’s Annual Report 2021 (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 22.

St. Michael Finance plc

St. Michael Finance plc

Section 172 (1) statement

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 Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above. 

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company’s principal activity is to provide financing activities on behalf of the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered. 

The directors’ key decision during the year was the approval and execution of an intercompany loan facility agreement, and the directors therefore considered the liquidity management requirements of the Group as its key stakeholder. 

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 34 to 36 and 68 to 69 of the Group's Annual Report 2021 (available online at www.marksandspencer.com/thecompany). 

Marks and Spencer Property Holdings Limited

Marks and Spencer Property Holdings Limited

Section 172 (1) statement

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 Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above. 

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company’s principal activity is to carry out investment holding activities on behalf of the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered.

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 34 to 36 and 68 to 69 of the Group's Annual Report 2021 (available online at www.marksandspencer.com/thecompany).

Marks and Spencer Hungary Limited

Marks and Spencer Hungary Limited

Section 172 (1) statement

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 Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity was that of a financing vehicle on behalf of Marks and Spencer plc to enable the Group's retailing activities in Hungary, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered. 

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 34 to 36 and 68 to 69 of the Group's Annual Report 2021 (available online at www.marksandspencer.com/thecompany).

Simply Food (Property Ventures) Limited

Simply Food (Property Ventures) Limited

Section 172 (1) statement

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 Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity is holding property on behalf of the Group to enable it to carry out its retailing activities, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered.

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 34 to 36 and 68 to 69 of the Group's Annual Report 2021 (available online at www.marksandspencer.com/thecompany).

Marks and Spencer International Holdings Limited

Marks and Spencer International Holdings Limited

Section 172 (1) statement

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 Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group's strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity is that of a holding and investment company for the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board's decisions where these stakeholders were directly considered. 

The directors' key decisions during the year related to the ongoing operation of its subsidiaries on behalf of the Group, and therefore the directors considered the overseas investments, trading and asset holding requirements of the Group as its key stakeholder. 

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 34 to 36 and 68 to 69 of the Group's Annual Report 2021 (available online at www.marksandspencer.com/thecompany).

Marks and Spencer (Initial LP) Limited

Marks and Spencer (Initial LP) Limited

Section 172 (1) statement

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 Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above. 

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company's principal activity is as an investment vehicle for the Group, to hold an investment in Marks and Spencer Scottish Limited Partnership, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered. 

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 34 to 36 and 68 to 69 of the Group's Annual Report 2021 (available online at www.marksandspencer.com/thecompany).

  


Marks & Spencer Simply Foods Limited

Marks & Spencer Simply Foods Limited

Section 172 (1) statement

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 Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above. 

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company’s principal activity is food retail on behalf of the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered. 

The directors’ key decision during the year related to the approval and execution of an intra-group deed, formalising the Company’s intercompany franchise relationship with its immediate parent company Marks and Spencer plc. In doing so, the directors considered the operational governance and control requirements of the Group as its key stakeholder. 

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 34 to 36 and 68 to 69 of the Group's Annual Report 2021 (available online at www.marksandspencer.com/thecompany).

Marks and Spencer Holdings Limited

Marks and Spencer Holdings Limited

Section 172 (1) statement

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 Company is part of the Marks and Spencer Group plc group of companies (the “Group”). Consequently, the Board of Marks and Spencer Group plc (the “Group Board”) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, as well as reviewing and approving the Group’s operating plans, policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the Group’s senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above. 

In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company’s principal activity is to carry out investment holding activities on behalf of the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered. 

Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 34 to 36 and 68 to 69 of the Group's Annual Report 2021 (available online at www.marksandspencer.com/thecompany).