Governance
Marks and Spencer Group plc
Annual report and financial statements 2012
68
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 the UK’s largest clothing retailer with 731 stores across the country. We sell high-quality, great value food, homeware and clothing and are the UK market leaders in womenswear, lingerie and menswear. However our customers shop with us – in stores, online or by phone – we aim to provide the best and most convenient shopping experience from purchase through to delivery. With 387 stores in 43 territories across Europe, the Middle East and Asia, we are growing our international presence to make the M&S brand more accessible to customers around the world.
– 1,297,912 shares under the terms of the 2002 Executive Share Option Scheme at prices between 256p and 352p. – 19,345,308 shares under the terms of the United Kingdom Employees’ Save As You Earn Share Option Scheme at prices between 203p and 559p.
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 31 March 2012 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’).
Variation of rights Subject to applicable statutes, rights attached to any class of share 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.
The information that fulfils the Business review requirements are incorporated by reference and can be found in the following sections:
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.
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Chairman’s statement on pages 2 and 3 Overview on pages 2 to 7 Strategic review on pages 8 to 33 Principal risks and uncertainties on pages 45 to 47 Financial risk management on pages 97 to 102 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/ hwdbreport2012 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 £513.1m (last year £612.0m). The directors have declared dividends as follows: Ordinary shares
Paid interim dividend of 6.2p per share (last year 6.2p per share) Proposed final dividend of 10.8p per share (last year 10.8p per share) Total ordinary dividend of 17.0p per share (last year 17.0p per share)
£m
97.6 172.3 269.9
The final ordinary dividend will be paid on 13 July 2012 to shareholders whose names are on the Register of Members at the close of business on 1 June 2012.
Share capital The Company’s issued ordinary share capital as at 31 March 2012 comprised a single class of ordinary share. Details of movements in the issued share capital can be found in note 24 to the financial statements. Each share carries the right to one vote at general meetings of the Company. During the period, 20,643,220 ordinary shares in the Company were issued as follows:
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.
Powers for the Company issuing or buying back its own shares The Company was authorised by shareholders, at the 2011 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 31 March 2012. This standard authority is renewable annually; the directors will seek to renew this authority at the 2012 AGM. It is the Company’s present intention to cancel any shares it buys back, rather than hold them in treasury. The directors were granted authority at the 2011 AGM to allot relevant securities up to a nominal amount of £132,079,033. That authority will apply until the conclusion of the 2012 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 £133,890,820, and (ii) comprising equity securities up to a nominal amount of £267,781,640 (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 2013 or, if earlier, on 30 September 2013. A special resolution will also be proposed to renew the directors’ powers to make non pre-emptive issues for cash in connection with rights issues and otherwise up to a nominal amount of £20,083,623. A special resolution will also be proposed to renew the directors’ authority to repurchase the Company’s ordinary shares in the market. The authority will be limited to a maximum of 160m ordinary shares and sets the minimum and maximum prices which will be paid.
Interests in voting rights Information provided to the Company pursuant to the Financial Services Authority’s (FSA) Disclosure and Transparency Rules (DTRs) is published on a Regulatory Information Service and on