Mark&Spencer Governance Structure
1. Group Board
The board's role is what management is doing, holding them accountable for performance against the targets and standards, probing and challenging their thinking to make sure that they are on the right track. The Board works closely with management in thinking through their direction and long-term plans, the opportunities, the risks and making sure we are developing the right management team for the future. The non-executives provide independent challenge and review, bringing wide experience, specific expertise and a fresh, objective perspective. As members of the Board Committees, they play a crucial role in undertaking detailed governance work with a particular focus on shareholders. GROUP STRATEGY
1. Overall Group strategy and corporate vision, setting standards and creating a high-performance culture which maximizes value creation and minimizes risk. 2. Creation, acquisition or disposal of corporate entities or assets which are material to the Group. 3. Evaluation of the Group’s competitive position and opportunities arising from the strategies and strengths of competitors. 4. Development and protection of the brand, its values and business principles. 5. Extension of the Group’s activities into new business or geographic areas
2. Nomination & Governance Committee
To ensure that appropriate procedures are in place for the nomination, selection, training and evaluation of directors and for succession plans, with due regard for the benefits of diversity on the Board, including gender. Terms of Reference
1. To receive a bi-annual Company Chairman's report on board structure, size, diversity (including gender), composition and succession needs, keeping under review the balance of membership between executive and non-executive and the required blend of skills, experience, knowledge and independence on the Board. 2. To ensure the Group’s governance facilitates efficient, effective and entrepreneurial management that can deliver shareholder value over the longer term. To review any departures from the UK Corporate Governance Code and explanations to shareholders as to how our actual practices are consistent with good governance. 3. To keep under review the leadership and succession needs of the organization with a view to ensuring the long term success of the Group. 4. To formally propose new executive and non-executive directors for the approval of the whole Board, following a formal, rigorous and transparent procedure for such an appointment. 5. To ensure that all directors undergo an appropriate induction program and to consider any training requirements for the Board as a whole. 6. To ensure that Board Committee membership is refreshed and that undue reliance is not placed on particular individuals when deciding chair/membership of committees.
3. Audit Committee
Monitors the integrity of the financial statements and reviews effectiveness of internal controls, risk management and audit. Role
The Committee assists the Board in fulfilling its oversight responsibilities. Its primary functions are: To monitor the integrity of the financial statements of the Company and any formal announcements relating to the Company’s financial performance, reviewing significant financial reporting judgments contained in them. To review the Company’s internal financial controls and the systems of internal control and risk management. To maintain an appropriate relationship with the Company’s auditors and to review the independence objectivity and effectiveness of the audit process, taking account of the relevant professional and regulatory requirements. To perform his or her role effectively, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the Company's business, operations and risk. The Committee can obtain its own independent professional advice as necessary....
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