Annual report and financial statements 2011 - Analist.nl

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66 Governance Remuneration report continued Date of grant Maximum options receivable at 4 April 2010 or date of appointment Options granted during the year Options exercised during the year Options lapsed during the year Maximum options receivable at 2 April 2011 or on date of leaving Option price (p) Share price on date of award (p) Option period Directors retiring from the Board during the year Sir Stuart Rose Performance Share Plan 1 09/06/08 1,184,486 – – 1,184,486 – 0.0 381.6 – 09/06/09 789,933 – – – 789,933 0.0 286.1 28/02/11 – 27/02/12 Deferred Share Bonus Plan 1 09/06/10 – 494,665 – – 494,665 0.0 341.2 28/02/11 – 27/02/12 Executive Share Option Scheme 3 20/07/04 979,825 – – – 979,825 347.0 347.0 20/07/07 – 28/02/12 SAYE 21/11/08 4,729 – – 4,729 – 203.0 203.0 – Total 2,958,973 494,665 – 1,189,215 2,264,423 Ian Dyson SAYE 21/11/08 4,729 – – 4,729 – 203.0 203.0 – Total 4,729 – – 4,729 – 1 These awards were originally granted as conditional awards of shares vesting on a specified vesting date. For the Deferred Share Bonus Plan and Performance Share Plan the vesting date is three years from the date of grant. For the Restricted Share Plan, the vesting date will vary by each award. To provide executives with greater flexibility in their financial planning, the awards were restructured as nil cost options on 1 November 2010 to permit exercise of the options at any point between the vesting date and tenth anniversary of grant. There has been no amendment to the original performance conditions or performance, deferred or restricted period, as a result of this change. Awards under these plans that vested or lapsed before 1 November 2010 are shown in the previous Share Schemes table. 2 The number of options shown under the Performance Share Plan is the maximum (100%) number that could be receivable by the executive director if the EPS performance conditions are fully met as outlined on page 59. The award made in 2008 will lapse on 5 June 2011 as it has not met the minimum EPS target of RPI +3%. The interim measurement for the 2009 and 2010 awards indicates a current vesting of 100% and 98.9% respectively, based on latest reported results. 3 The Executive Share Options have all been held for three years and have met their performance targets and can therefore be exercised under the scheme rules; The option price for grants made in July 2004 was above the market value on 2 April 2011; The option price for grants made in November 2004 was below the market value on 2 April 2011. 4 As described in last year’s Remuneration report, this award was made in connection with Marc Bolland’s appointment to Chief Executive Officer, to compensate him for incentive awards that were forefeited on cessation with his previous employer. 5 John Dixon was awarded these Restricted Share Plan options before he was appointed executive director 6 As described in the ‘Board Appointments’ section of this report, this award was made in connection with Alan Stewart’s appointment to Chief Finance Officer, to compensate him for incentive awards that were forfeited on cessation from his previous employer. The market price of the shares at the end of the financial year was 338.9p; the highest and lowest share price during the financial year were 427.5p and 326.4p respectively. The explanation of the performance criteria attached to the Performance Share Plan and the Executive Share Option Scheme is set out under Long-Term Incentive Schemes on page 59 have been audited. Marks and Spencer Group plc Annual report and financial statements 2011
67 Chairman’s introduction Directors’ pension information a) Pension benefits John Dixon is the only executive director who is a member of the Company’s Defined Benefit Pension Scheme. Details of the pension benefits earned by him during the year ending 2 April 2011 are shown below: Age as at 2 April 2011 Accrued pension entitlement at 3 April 2010 £000 Accrued pension entitlement at 2 April 2011 £000 Additional pension earned during the period £000 Additional pension earned during the period above inflation £000 Transfer value of accrued pension at 3 April 2010 £000 Transfer value of accrued pension at 2 April 2011 £000 Increase in transfer value during the period £000 Transfer value of increase in accrued pension during the period above inflation £000 John Dixon 43 120 126 6 3 1,307 1,417 110 30 The accrued pension entitlement is the deferred pension amount that the director would receive at age 60 if he left the Company on 2 April 2011. The Listing Rules require this to be disclosed excluding inflation. All transfer values have been calculated on the basis of actuarial advice in accordance with the current Transfer Values Regulations. The transfer values of the accrued entitlement represent the value of the assets that the pension scheme would need to transfer to another pension provider on transferring the scheme’s liability in respect of the director’s pension benefits. They do not represent sums payable to the director and therefore cannot be added meaningfully to annual remuneration. The increase in transfer value is the increase in the transfer value of the accrued benefits during the year. No other executive director participates in the scheme. Instead they receive a salary supplement in lieu of membership of the Group Pension Scheme as described on page 56. b) Payments to former directors Details of payments made to former directors during the year are: Unfunded pensions Clinton Silver 111 108 The pension entitlement for Clinton Silver is supplemented by an additional unfunded pension paid by the Company. Approved by the Board Steven Holliday, Chairman of the Remuneration Committee London 23 May 2011 2011 £000 2010 £000 Our strategy Our performance & marketplace Operating review Financial review Governance Financial statements & other information To find out more visit marksandspencer.com/annualreport2011 Directors’ report
Page 1 and 2:
Annual report and financial stateme
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What’s in this report? P04 Read a
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How we’re governed Group Board Th
Page 7 and 8:
05 Overview Investment in our UK bu
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07 Overview Total investment in our
Page 11 and 12:
09 Overview Do Your Thing In April
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11 Overview Underlying Group profit
Page 15 and 16:
13 Overview Consumer confidence ind
Page 17 and 18: Our campaigns highlight how we adap
Page 19 and 20: Lingerie and Beauty Value lingerie
Page 21 and 22: Fun fashion Our Autograph striped s
Page 23 and 24: We are never complacent and we cont
Page 25 and 26: Terribly Clever In September we lau
Page 27 and 28: Try it - then buy it In November we
Page 29 and 30: 27 Overview Myleene’s Makeovers
Page 31 and 32: Made to measure Shoppers in our Sky
Page 33 and 34: 31 Overview Autograph Leaves collec
Page 35 and 36: 33 Overview Keeping up to date We
Page 37 and 38: 35 Overview Summary of results Grou
Page 39 and 40: 37 Overview Capital expenditure Yea
Page 41 and 42: 39 Overview Progress has begun on s
Page 43 and 44: 41 Overview What is our approach to
Page 45 and 46: 43 Overview Ensuring the Board is r
Page 47 and 48: Accountability 45 Overview We belie
Page 49 and 50: 47 Overview Risk description Mitiga
Page 51 and 52: Governance report Our Pensions 49 O
Page 53 and 54: Audit Committee 51 Overview Chairma
Page 55 and 56: 53 Chairman’s introduction PART 1
Page 57 and 58: 55 Chairman’s introduction For ex
Page 59 and 60: 57 Chairman’s introduction Deputy
Page 61 and 62: 59 Chairman’s introduction Execut
Page 63 and 64: 61 Chairman’s introduction Contra
Page 65 and 66: 63 Chairman’s introduction PART 2
Page 67: 65 Chairman’s introduction Share
Page 71 and 72: 69 Overview A special resolution wi
Page 73 and 74: 71 Overview treatment regardless of
Page 75 and 76: Independent auditors’ report to t
Page 77 and 78: 75 Consolidated statement of financ
Page 79 and 80: 77 Consolidated cash flow informati
Page 81 and 82: 79 1 Accounting policies continued
Page 83 and 84: 81 1 Accounting policies continued
Page 85 and 86: 83 3 Expense analysis Underlying £
Page 87 and 88: 85 7 Income tax expense A. Tax char
Page 89 and 90: 87 10 Employees A. Aggregate remune
Page 91 and 92: 89 11 Retirement benefits continued
Page 93 and 94: 91 12 Marks & Spencer UK Pension Sc
Page 95 and 96: 93 14 Intangible assets Goodwill £
Page 97 and 98: 95 16 Investment property Cost At s
Page 99 and 100: 97 22 Borrowings and other financia
Page 101 and 102: 99 23 Financial instruments continu
Page 103 and 104: 101 23 Financial instruments contin
Page 105 and 106: 103 25 Deferred tax Deferred tax is
Page 107 and 108: 105 29 Analysis of net debt A. Reco
Page 109 and 110: 107 Company statement of financial
Page 111 and 112: 109 C5 Investments continued B. Pri
Page 113 and 114: Shareholder information 111 Overvie
Page 115 and 116: Index A Page Accountability 45 Acco
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