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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 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.




St. Michael Finance plc

Section 172 (1) statement 2020

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, reviewing and approving operating plans, and reviewing and approving the Group’s 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 M&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 declaration of the interim dividend in note 13 to the financial statements. As well as considering the Company’s capital position, available distributable profits and longer term financing requirements in making the decision, the directors also considered the financing requirements of its sole shareholder, Marks and Spencer plc, and consequently of the wider 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 20 and 21 of the Group’s Annual Report 2020 (available online at www.marksandspencer.com/thecompany).