Annual report and financial statements 2011 - Analist.nl

68
Governance
Other
disclosures
Principal activities and Business review
Marks and Spencer Group plc (the ‘Company’) is the holding
company of the Marks & Spencer Group of companies (the
‘Group’). Marks & Spencer is one of the UK’s leading retailers. We
sell high quality, great value clothing and home products as well as
outstanding quality food. Around 21 million customers visit our
stores each week and we have 78,000 employees in the UK and
in 42 territories globally. We source our products responsibly from
over 2,000 suppliers around the world.
The Companies Act 2006 requires the Company to set out in this
report a fair review of the business of the Group during the
financial year ended 2 April 2011 including an analysis of the
position of the Group at the end of the financial year, and a
description of the principal risks and uncertainties facing the
Group (known as a ‘Business review’).
The information that fulfils the Business review requirements are
incorporated in this report by reference and can be found in the
following sections:
– Chairman’s statement on pages 2 to 3
– Chief Executive’s review on pages 4 to 9
– Our Performance & Marketplace on pages 10 to 13
– Operating review on pages 14 to 33
– Principal risks and uncertainties on pages 45 to 47
– Financial risk management on pages 97 to 100
– Social, environmental and ethical matters on pages 30 to 31.
More information is given in the How We Do Business report
available on our website at marksandspencer.com/
annualreport2011
Pages 1 to 72 inclusive (together with the sections of the Annual
Report incorporated by reference) consist of a Directors’ report
that has been drawn up and presented in accordance with and in
reliance upon applicable English company law and the liabilities of
the directors in connection with that report shall be subject to the
limitations and restrictions provided by such law.
Other information to be disclosed in the Directors’ report is given
in this section and indexed on page 72.
Profit and dividends
The profit for the financial year, after taxation, amounts to £612.0m
(last year £526.3m). The directors have declared dividends as
follows:
Ordinary shares £m
Paid interim dividend of 6.2p per share (last year 5.5p
per share) 97.8
Proposed final dividend of 10.8p per share (last year
9.5p per share) 171.2
Total ordinary dividend, 17.0p per share (last year
15.0p per share) 269.0
The final ordinary dividend will be paid on 15 July 2011 to
shareholders whose names are on the Register of Members at the
close of business on 3 June 2011.
Share capital
The Company’s issued ordinary share capital as at 2 April 2011
comprised a single class of ordinary share. Details of movements
in the issued share capital can be found in note 26 to the financial
statements. Each share carries the right to one vote at general
meetings of the Company. During the period, 2,547,301 ordinary
shares in the Company were issued as follows:
– 1,336,531 shares under the terms of the 2002 Executive Share
Option Scheme at prices between 256p and 352p.
– 1,210,770 shares under the terms of the United Kingdom
Employees’ Save As You Earn Share Option Scheme at prices
between 203p and 349p.
Restrictions on transfer of securities
There are no specific restrictions on the transfer of securities in
the Company, which is governed by the Articles and prevailing
legislation. Nor is the Company aware of any agreements
between holders of securities that may result in restrictions on
the transfer of securities or that may result in restrictions on
voting rights.
Variation of rights
Subject to applicable statutes, rights attached to any class of
shares may be varied with the written consent of the holders of at
least three quarters in nominal value of the issued shares of that
class, or by a special resolution passed at a separate general
meeting of the shareholders.
Rights and obligations attaching to shares
Subject to the provisions of the Companies Act 2006, any
resolution passed by the Company under the Companies Act
2006 and other shareholders’ rights, shares may be issued with
such rights and restrictions as the Company may by ordinary
resolution decide, or (if there is no such resolution or so far as it
does not make specific provision) as the Board (as defined in the
Articles) may decide. Subject to the Articles, the Companies Act
2006 and other shareholders’ rights, unissued shares are at the
disposal of the Board.
Powers for the Company issuing or buying back its own
shares
The Company was authorised by shareholders, at the 2010 AGM,
to purchase in the market up to 10% of the Company’s issued
share capital, as permitted under the Company’s Articles. No
shares have been bought back under this authority during the
year ended 2 April 2011. This standard authority is renewable
annually; the directors will seek to renew this authority at the 2011
AGM. It is the Company’s present intention to cancel any shares it
buys back, rather than hold them in treasury.
There are no specific restrictions on the transfer of securities in the
Company, which is governed by the Articles and prevailing
legislation, nor is the Company aware of any agreements between
holders of securities that may result in restrictions on the transfer
of securities or that may result in restrictions on voting rights.
Subject to the Companies Act 2006, rights attached to any class
of shares may be varied with the written consent of the holders of
at least three-fourths in nominal value of the issued shares of that
class, or by a special resolution passed at a separate general
meeting of the shareholders.
Subject to the provisions of the Companies Act 2006, any
resolution passed by the Company under the Companies Act and
other shareholders’ rights, shares may be issued with such rights
and restrictions as the Company may by ordinary resolution
decide, or (if there is no such resolution or so far as it does not
make specific provision) as the Board (as defined in the Articles)
may decide. Subject to the Articles, the Companies Act 2006 and
other shareholders’ rights, unissued shares are at the disposal of
the Board.
The directors were granted authority at the 2010 AGM to allot
relevant securities up to a nominal amount of £131,895,652. That
authority will apply until the conclusion of the 2011 AGM. At this
year’s AGM shareholders will be asked to grant an authority to
allot relevant securities (i) up to a nominal amount of £132,179,033,
and (ii) comprising equity securities up to a nominal amount of
£264,158,066 (after deducting from such limit any relevant
securities allotted under (i)), in connection with an offer of a rights
issue (the Section 551 Amount), such Section 551 amount to
apply until the conclusion of the AGM to be held in 2012 or, if
earlier, on 1 October 2012.
Marks and Spencer Group plc Annual report and financial statements 2011