Marks and Spencer Group PLC Annual Report 2014

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FY2014 Annual Report · Marks and Spencer Group PLC

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Overview of the year
At a glance

International

Financial overview

Group p rerevev nunuee

2.7%*

Underlying Group proﬁ t before tax

3.9%

Through our 798 UK stores and our
fast-growing e-commerce business, we
sell high-quality, great value products to 34
million customers. Our UK business is split
between Food (55% of our turnover) and
General Merchandise (45%). We are
market leader in Womenswear, Lingerie
and Menswear.

Turn to page 18

Group prproﬁtt before tax

General Merchandise revenue

£4.1bn

level

Food revenue

£5.1bn

4.2%

Number of UK stores

798

32 net new stores

66.11%%

llevevelel

Inteteririm m + ﬁ ﬁnanan l dividedeendn
66..22pp++1100..88pp ==

17.0p

Underlyingn Group eararniningngss peper shshharare e

00.9.9%%

GrGrououp p eaearnrnings per sha

14.8%

M&S’s international reach continues
to grow and we now operate in 54
territories across Europe, Asia and the
Middle East. We are also expanding our
international presence with the roll-out
of country-speciﬁ c websites.

Turn to page 28

International revenue

£1.2bn

6.2%*
International stores

455

37 net new stores

Territories

3 new markets

About our reporting
Last September the Financial Reporting
Council implemented changes regarding
the information that listed companies
need to include in an Annual Report.
The Strategic Report replaces the
Business Review and requires strong
linkage between objectives, strategy
and performance.

Risk integration
Under the recent changes, businesses
must include details of the risks they face
throughout the Strategic Report, rather
than just in one place. Through this
document we have highlighted our
principal risks and how we mitigate them.

Integrated Reporting ambitions
As members of the International
Integrated Reporting Council pilot, we
have committed to reporting the long
term value created by sustainable
business. Our ambition is to have a
report that fully meets the principles of
the IIRC framework by 2016.

Plan A integration
We have also highlighted how Plan A is
affecting our business throughout our
report, rather than restricting our Plan A
coverage to a single chapter. This way, it
is easier for shareholders to see how our
sustainability programme works in our
different divisions. It also reﬂ ects how

Plan A works in practice; it is not an
add-on, it is an integral part of how we
do things at M&S. More detailed
information is available on our online
Plan A 2014 report at
marksandspencer.com/plana2014

Navigating this report
In this document you will see a series of
icons that demonstrate how we’ve
integrated information about our
business model with details of our
strategy and risk. The easy-to-identify
icons also tell you where to look for
further information.

* Group revenue and International revenue increases are stated on a constant currency basis throughout the Strategic report. At actual rates, Group revenue was up 2.8% and
International revenue was up 7.3%.

Overview

IFC

Strategic report
Chairman’s statement
Marketplace
How we create value
Chief Executive’s overview
Our plan in action
Performance against the plan
People behind the plan
Risk management
Our plan in action
Our brand
General Merchandise
Food
UK stores
M&S.com
International
Our people

Financial review

Governance
Board of Directors
Chairman’s overview
Leadership and Effectiveness
Risk in action
Engagement
Audit Committee
Nomination Committee
Remuneration report
Pensions governance
Other disclosures
Independent auditors’ report

Financial statements and
other information
Shareholder information
Index

2
2
4
6
8
10
12
14
15
18
18
20
22
24
26
28
30

36
36
38
40
44
45
46
50
52
78
79
84

127
IBC

M&S.com

Plan A

After more than two years of
development, we launched our new
M&S.com ﬂ agship in February. The
website marks a signiﬁ cant milestone
in our journey to become a truly
multi-channel retailer. Our strategy
allows customers to shop with us
however they choose – whether online,
in stores or by phone.
Turn to page 26

M&S.com sales

£800.1m

22.8%

Weekly site visits

5.5m

7.8%**

Shop Your Way stores

498

22 stores
22 stores

Since it launched in 2007, our Plan A
ethical and environmental programme
has become part of the fabric of the
business. We constantly update Plan A,
and the next phase, Plan A 2020, sets
out a new and revised set of 100
commitments and represents another
step along our journey towards
becoming a truly sustainable retailer.
marksandspencer.com/plana2014

Total Plan A 2020 commitments

100
9
79

Commitments achieved

Commitments on plan

Online shareholder information
In order to keep shareholders fully
up-to-date, we have comprehensive
ﬁ nancial and company information on
our website. It means that shareholders
can access all the information they
require, 24 hours a day.

Plan in action

Plan A
Risk
Looking
ahead

Discover
more online

Over 27,000 shareholders have signed
up for electronic communications. To
register, just go to marksandspencer.
com/investors and follow the ‘Electronic
Shareholder Communication’ link.

Investor Relations app
Our Marks & Spencer Investor Relations
app provides information to investors
and the ﬁ nancial media in an iPad™
optimised format. The app displays
the latest share price information and
corporate news. It also contains ﬁ nancial
reports, presentations and videos.
For more information visit
marksandspencer.com/investors

** Based on restated FY13 ﬁ gure of 5.1m following upgrades to the Omniture analytics implementation, which improved the data capture from tablets, resulting in a

more accurate view of site visit count.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Chairman’s statement

We made these improvements against
a challenging economic backdrop.
Consumer conﬁ dence improved over
our ﬁ nancial year but overall increases in
incomes lagged inﬂ ation, meaning that
consumers did not feel the beneﬁ t in
their discretionary spending.

Our performance over the year was
mixed and, as a result, our underlying
proﬁ ts before tax fell 3.9% to £623m.

Our three-year programme of
exceptionally high capital expenditure
associated with our strategic priorities
is now completed. We are working hard
to prepare our business for the future,
while not forgetting the values that
underscored our past. Now we are
focused on delivering the ﬁ nancial results
from this investment.

Performance
We made progress in three areas this
year: Food, M&S.com and International.
Our online business performed ahead
of the market and the new website,
launched in February, was recognised
as industry-leading; our food business
is growing faster than the market and
operational efﬁ ciencies were achieved;
and we saw growth in our International
business, with a strengthened presence
and signiﬁ cant growth in our priority
markets. However, our General
Merchandise performance did not meet
our own expectations. The team is
working hard on a comprehensive plan
to address this. Improvements in product
quality and style were welcomed by our
customers and, together with operational
efﬁ ciencies, now have to be delivered
consistently to translate into the required
improvements in ﬁ nancial performance.

Dividend
Our dividend policy remains a
progressive one, with dividends broadly
twice covered by earnings. In line with
this policy, we remain committed to
delivering consistent returns to our
shareholders. We intend to pay a ﬁ nal
dividend of 10.8p this year, taking the
total dividend to 17p, unchanged from
last year.

The Board’s priorities
In my ﬁ rst report as Chairman in 2011,
I wrote that the Board focuses its work
on three main areas: strategy and
execution, people and succession, and
values. This remains the case.

Our strategy to transform M&S from
a traditional British retailer to an

Governance proﬁ le

– Our number of independent non-

executive directors is in line with the
UK Corporate Governance Code

– Our Senior Independent non-

executive director is Jan du Plessis
– We have clear separation of duties
between Chairman and CEO roles
– Performance evaluation of the Board
and its Committees was undertaken
during the year and is externally
facilitated at least every three years
(due 2015)

– The Directors have all attended an
acceptable level of Board and
Committee meetings

– The Directors all stand for re-election

annually

– The composition of all Board

Committees complies with the
application recommendations of the
Code

– Two members of the Audit Committee

have recent and relevant ﬁ nancial
experience

– We have a Policy for the award of

non-audit work, which is disclosed on
our website, and we have disclosed
the non-audit work undertaken

– The tenure of our external auditor was
over 10 years. We have appointed a
new statutory auditor for 2014/15,
subject to shareholder approval
– We disclose our external auditor

appointment policy

– Details on the internal audit function

are provided in this report

– A signiﬁ cant part of our performance-
related pay is delivered through shares

– Our reward framework is simple and
transparent, designed to support and
drive our business strategy.

international, multi-channel retailer
remains unchanged. Whilst the Board
continues to discuss each element of the
strategy, the focus is on execution. With
demonstrable progress in our Food
and International business, and clear
advances in our infrastructure, the
attention has been particularly focused
on the progress in executing the key
steps to improve our General
Merchandise business performance.

In relation to people and succession,
there have been a number of changes to
the Board this year. All of these have
been carefully managed to ensure
effective succession plans were in place.

Robert Swannell
Chairman

Interim dividend paid on
10 January 2014

6.2p

Final dividend to be paid on
11 July 2014

Total dividend for 2013/14

10.8p
17.0p

The retail industry is going through a
period of profound change. Many of the
actions we set out as part of our strategy
three years ago, and have since
implemented, put M&S in a stronger
position to compete in this new world.

In 2013/14, we delivered major
infrastructure projects that strengthened
our business. Our new M&S.com
website and our new distribution centre
at Castle Donington are both essential
in our strategy to transform M&S from
a traditional British retailer into an
international, multi-channel retailer.

We have repositioned our website as our
ﬂ agship and its design has been centred
on the needs of our customers. Castle
Donington is one of the largest dedicated
e-commerce sites in the UK and is
capable of processing over one million
products a day. We are now working to
ensure these projects deliver at their full
operating capability.

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Our governance principles

Leadership
Your Board rigorously challenge each
other on strategy, performance,
responsibility and accountability to
ensure that the decisions we make are
of the highest quality.

Read more on page 40

Risk management
All of our decisions are discussed
within the context of the risks involved.
Effective risk management is central to
us achieving our strategic objectives.
Read more on pages 15 and 44

Engagement
Maintaining strong relationships with
our shareholders, both private and
institutional, is crucial to achieving our
aims. We hold numerous events
throughout the year to maintain an
open dialogue with investors.
Read more on page 45

In June 2013, Jeremy Darroch, a
non-executive director and Chairman of
our Audit Committee, stepped down
from the Board after six years. Andy
Halford, who joined us in January 2013,
has taken over as Chairman of that
committee, as planned.

As we announced last year, our longest
serving non-executive director Steven
Holliday will leave the Board after the
AGM this July, having spent a decade
with us. I would like to thank Steve for his
outstanding contribution, and in
particular for his role as Chairman of the
Remuneration Committee for the last
three years. Vindi Banga will replace
Steve as Chair on his departure.

Ahead of Steve’s departure, Alison
Brittain was appointed as a non-
executive director in January of this year.
As Group Director for the Retail Division
of Lloyds Banking Group, Alison brings
strong ﬁ nancial and commercial
experience, along with a wealth of
knowledge from running customer-facing

retail branch networks, and I welcome
her to the Board.

Within our executive team, Steve Sharp,
our long-standing Executive Director of
Marketing, was succeeded in this role
by Patrick Bousquet-Chavanne following
Patrick’s election to the Board at the
AGM last year. Steve left M&S in
February 2014 with our thanks for the
signiﬁ cant role he played in shaping the
M&S brand over the last 10 years and for
his help in introducing Patrick to the role.

Our heritage, values and Plan A
M&S has been trading for 130 years. Our
success over that time stems in large
part from our commitment to clear core
values, including quality and trust. Just
as enduring values have deﬁ ned our
past, so they are crucial to our future. In
recent years public mistrust has spread
through many areas of business and this
stems from the absence of clear values.
This is not the case at M&S, where an
emphasis on integrity is at the heart of
the way we do business. We expect to
be held accountable by our customers,
shareholders and other stakeholders in
this respect.

Nothing demonstrates our commitment
to our values more than Plan A, our
programme to become the world’s most
sustainable major retailer. We have
deliberately set the bar high for
ourselves. We strive for excellence in this
ﬁ eld and are candid when we don’t
measure up. ‘Doing the right thing’
makes economic as well as ethical and
moral sense: a sustainable business is
also a proﬁ table business. We have just
launched a new set of commitments that
will refocus Plan A to ensure M&S is set
up to respond to the new models of
sustainable change. The commitments
will also ensure that Plan A’s values are
clearly communicated to customers.

Stakeholder engagement
We take time to inform our stakeholders
about progress in the business and we
have found this is particularly important
at a time of major transformation. We
have held 10 investor days on different
aspects of our business since August
2012. All information shared at these
events is available to shareholders at
marksandspencer.com/investors.

We also have strong internal channels of
communication to keep employees
informed. Our annual internal Business
Conference ensures both our retail and
head ofﬁ ce leadership teams understand

our strategy, and employees are regularly
updated on our plans through a wide
range of activities, including our
employee magazine and online news
updates. All employees have access
to Yammer, an internal social network.
This year, our non-executive directors
increased their engagement with
colleagues in the business through our
popular Employee Breakfasts and
Non-Executive Lunches.

Looking ahead
Our capital expenditure will fall in the
year ahead as we complete projects
that accounted for exceptional
capital expenditure as part of our
transformation programme.

Our priority now is to deliver on the
investment we have made and to make
M&S more proﬁ table, as well as a
stronger, well-equipped business. There
is real potential for further proﬁ table
growth, both in the UK and overseas.
We have highlighted the opportunities for
growth and performance improvements
in each area of our business in this
report and at our recent investor days:
this applies in both our Food and
General Merchandise businesses,
whether in store or online, in the UK
or internationally.

Finally, we are fortunate to have
exceptionally talented and dedicated
employees. I never cease to be
impressed by their commitment to M&S
and their pride in what they do. One of
the great highlights of my year is meeting
the many who have given 25 and 40
years service. There are some quite
remarkable stories amongst them and
they exemplify the spirit alive in the
company. We thank every one of our
employees for their contribution through
a period of considerable change.

Robert Swannell
Chairman

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Marketplace

Overview
It is crucial that we listen to our
customers to understand what they
expect from us and how the economy is
affecting their shopping behaviour. Our
Customer Insight Unit (CIU) listens to
and analyses responses from 18,000
customers a week and combines market
research with customer feedback to
monitor the national mood.

Market overview
The UK economy is improving. Gross
Domestic Product is predicted to grow
by 2.7% in 2014, while house prices have
increased by 8.5% in a year. Inﬂ ation is
falling and employment is rising. Just 14
months ago, consumers were concerned
about a triple-dip recession. Now,
a genuine recovery feels like a more
realistic possibility.

As a result, there has been a steady
increase in consumer conﬁ dence over
the last year and people have started to
feel that the worst is over. But the
increase in conﬁ dence is not yet
translating into a complete turnaround in
consumer behaviour. Spending remains
measured. Despite glimpses of happier
times ahead, people remain level-
headed. Indeed, although conﬁ dence is
higher than it has been for years, it is still
in negative territory. There are two main
reasons why.

First, people realise that we are not out
of the woods yet. Consumer debt is still
high, the government’s austerity
programme could run for another six
years and wage growth has only just
caught up with inﬂ ation. People
recognise that the current low interest
rates will not last for ever.

Second, the downturn has made
consumers warier and more alert than
they were. They are telling themselves
that they won’t be led into trouble again.
They blame the banking crisis on
reckless extravagance and the notion
of consequence has taken root in the
national psyche. As a result, shoppers
are being more considered and
consumers are being more cautious
with their money.

They are prepared to spend, but they
seek real value and real quality. When
they do splash out, it is on targeted
treats and celebrations.

shopping in store and expect the
ﬂ exibility offered by click and collect
services – they want to purchase what
they want, when and where they want it.
We responded with our new website,
which focuses on delivering a better
browsing experience, as well as an
improved buying process, as explained
on page 26.

Our priority markets of India, China, the
Middle East and Russia have all seen
GDP growth. The rise of the middle class
in these markets has ﬁ rmly established
shopping malls as the key vehicle for
international trade, with the landscape
dominated by large shopping mall
operators who have specialist insight
and expertise of the markets in which
they operate. This has driven our
international strategy of working with
partners to open ﬂ agship stores in prime
malls and key shopping locations.
Another emerging trend is the growth of
the lingerie market in the Middle East
and India, which is expected to grow by
30% and 54% respectively by 2017. We
responded with our ﬁ rst standalone
Lingerie & Beauty store.

The Eurozone is also on the turn. The
growth opportunity in our other priority
market, Western Europe, lies in the
rapidly expanding online clothing market.
We responded with a bricks and clicks
strategy, which focuses on ﬂ agship
stores that deliver brand presence
supported by a strong online offer. Our
food is as unique internationally as it is
in the UK, and the growing demand in
Western Europe for convenience food
shops opens up new opportunities for
Food store growth.

How this has affected M&S
Subdued spending continued to affect
the retail sector this year, and saw deep
levels of promotion, particularly in the
lead-up to Christmas. M&S responded to
this promotional landscape by offering
more promotions than in previous years.
However, the emphasis on treats played
to our strengths. Whether they were after
a new pink coat, a special meal or
cushions to refresh the home, customers
were constantly recognising the quality
of M&S products.

When it came to clothing, people were
spending more money on our ‘better’
and ‘best’ ranges. This ﬁ tted in with our
strategy of emphasising the quality, style
and heritage of our clothes. The
customer and fashion press feedback on
our new ranges was extremely positive.

Consumers are taking greater pleasure
in food and cooking. They have become
more curious about different foods and
are looking to experiment and for that
little extra indulgence. This did not
translate into extravagant spending, but
contributed to the trend of consumers
demanding more – if they were going
to spend their money, they wanted
something special in return. Customers
are also willing to spend a little more on
special events. We responded with
newness and innovation, and more
special occasion foods than ever before.

The internet has changed the way
consumers shop. An increasing number
of customers are using online as a
source of inspiration and research before
they purchase in stores or online. They
are looking for editorial fashion and
lifestyle guidance, and want a seamless
brand experience wherever they choose
to browse and buy. Customers also like

Consumer conﬁ dence index

-5

-10

-15

-20

-25

-30

-35

N ov 12

D ec 12

Jan 13

Feb 13

M ar 13

A pr 13

M ay 13

Jun 13

Jul 13

A ug 13

Sep 13

O ct 13

N ov 13

D ec 13

Jan 14

Feb 14

M ar 14

A pr 14

Source GfK

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

How we have responded

Business area

Impact

Response

s targeted
Consumers targeted
ases
their purchases
hey wanted
carefully. They wanted
they were
to be sure they were
ood balance
getting a good balance
d quality,
of value and quality,
d to purchase
and looked to purchase
d best’
‘better and best’
items.

Consumers still w
Consumers still wanted value from their
day-to-day sho
day-to-day shop but were also treating
themselves m
themselves more, with millions
splitting their
splitting their weekly shop between
low-cost d
low-cost discounters and
high-q
high-quality convenience
opera
operators such as M&S.
T
The mainstream
supermarkets in the
middle continued to
cut prices. At the
s
same time, people
started
started eating out more.

C
Consumers across the UK now expect to
be able to browse, shop and collect their
e, any place, anywhere.
goods anytime, any place, anywhere.
n
The distinction
e’
between ‘store’
shopping and
ing
‘online’ shopping
is becoming
increasingly
blurred.

be bolder in their
Brands had to be bolder in their
messaging. After years of austerity,
consumers wanted a touch of
glamour in their lives.

Clothing
The overall clothing market grew
in value terms but slowed in
volume terms as shoppers were
more measured in their
spending. Whilst conﬁ dence
levels were up on last year, this
did not translate to strong sales
on the high street, although
signs of improvement in the
clothing market started to come
through.

Food
o below the Bank
Inﬂ ation fell to below the Bank
target of 2% for
of England’s target of 2% for
n over four
the ﬁ rst time in over four
households a
years, giving households a
rieve from
welcome reprieve from
on their
the squeeze on their
d
ﬁ nances. Food
price growth
was among
those to fall.

M&S.com
The UK online retail market grew by 16%
in 2013 and is forecast to grow by a
further 17% this year. 2013 was the ‘year
of the mobile’, with twice as much spent
via mobile devices in December 2013
than the year before.

Brand
Despite the improving economy,
consumers wanted to buy brands on
which they knew they could rely.
Social media
became an
increasingly
integrated
part of many
people’s
lives.

We listen
We listened to our customers and
focused t
focused the relaunch of our
Womens
Womenswear on style, quality and
design. W
design. We upgraded 70% of our
fabrics, a
fabrics, added more luxurious ﬁ nishes
and impr
and improved our ‘better and best’ offer
with mor
with more leather, silk and cashmere.
We broug
We brought more clarity and distinction
to our s
to our sub-brands to make them more
comp
compelling and easier to shop, which
had
had a good response from our
targ
target audiences. The well-
re
received relaunch was also
a
accompanied by a new, more
i
inspirational store concept.

Our Food business had another very
strong year as customers were drawn
by our top quality, competitively priced
food and offers that continue to deliver
restaurant-quality food at home. Our
more indulgent festive range resulted
in our biggest Christmas ever. The
excitement and newness of our ranges
continued to delight customers.

Our new ﬂ agship, M&S.com, launched
in the spring and was built around the
customer, with over t
customer, with over two years of
exte
extensive testing with
hun
hundreds of existing
and
and potential customers.
The
The industry-leading
site
site is designed to
deliv
deliver a joined-up
exp
experience, whether
view
viewed on a desktop,
tabl
tablet or mobile phone.

Our bold ‘Leading La
Our bold ‘Leading Ladies’ campaign
reasserted our quality credentials while
also bringing some excitement back to
our fashion campaigns. Our Christmas
TV ad rekindled customers’ love of
Magic and
Sparkle. We
increased the
use of social
media in our
marketing mix.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

How we create value
The M&S difference

The M&S difference
With our rich heritage, M&S occupies a
unique place in Britain and is regularly
voted as one of the UK’s most trusted
brands. Since we opened our ﬁ rst penny
bazaar in Leeds 130 years ago, quality
and innovation remain the steering force
behind our business and they run
through everything we do. They are what
make the M&S difference across the 54
territories in which we now operate.

Understanding our customers
We listen to and closely monitor how our
customers are feeling and how the wider
economy is impacting their spending
decisions. This way we can ensure that
the products and services that we sell
remain relevant to customers’ needs. Our
Customer Insight Unit (CIU) is a dedicated
in-house team that listens and talks to
around 18,000 customers every week
through research and focus groups. We
also have a constant dialogue with our 1.8
million Facebook fans and 318,000 Twitter
followers. By understanding customers’
everyday lives today, we can also
anticipate how their needs and habits
might change in the future.

Competitive advantage
Our clothing and food is developed
especially for us, and our customers
cannot buy them anywhere else – a
business model which makes us unique.
We have had an innovation culture since
we went into business in 1884 and
it ensures our products always stand out.
We believe that encouraging innovation
among our employees – from our clothing
designers and food technologists, to our
visual merchandisers and customer
assistants – gives us a point of difference
over our competitors.

Our business model

What we have

Shareholder equity
£2,706.7m

Debt (total
borrowings)
£2,103.8m

Capex
£710m
Employees
85,813
Suppliers
3,000
Franchise and
JV partners
26
Natural Resources

– 566,000 t of CO2e
– 33 kWh/sq ft
of energy

– 49 litres per 1,000

sq ft of water
– Raw materials

The M&S
difference

Customer
and market
insight

Strategy

Innovation

Own brand
model

Customer
service

Smart
logistics

Financial
planning

Risk
management

Social
purpose

Products

Food
6,400
food products

Clothing
12,300
clothing products

Home
7,700
furnishing products

Beauty
3,300
beauty products

M&S Bank
(joint venture
with HSBC)
10
banking products

M&S Energy
(working with SSE)
2
energy tariffs

Reaching
customers

Supply chain
1,253 stores

Click and collect

10 websites

Catalogue

National and
international

Diverse locations
High streets

Retail parks

Petrol station
forecourts

Railway stations

Airports

Hospitals

Value outputs

Shareholder return
£273.6m
(17.0p per share)

Total UK tax
contribution
£831m*

Community
investment
£14.2m

Employee reward
£1,410.9m

Training &
development
1.5 days
per year for every
Customer Assistant

*Total UK Tax Contribution is split between taxes ultimately borne by the Company of £372m (corporation tax, customs duties, employer’s NIC, business rates and sundry taxes) and taxes
collected on behalf of the government of £459m (PAYE, employees’ NIC, VAT, excise duties and sundry taxes).

Plan A
100 commitments £145m net beneﬁ t

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Reaching our customers
Our store network covers a diverse
range of locations from UK high streets
and retail parks to our international
ﬂ agships on key shopping streets and
malls. Our M&S Simply Food stores in
city centres and travel locations ensure
we are in the most convenient places for
our customers. We are improving our
operations behind the scenes to ensure
that the business is as efﬁ cient as
possible: from our tills to our distribution
network to our web platform. This year,
we launched our new M&S.com website,
as well as our vast 900,000 sq ft
distribution centre at Castle Donington,
which forms part of the radical reshaping
of our warehouse network. Both will
improve our ability to reach our
customers faster and in whatever way is
most convenient for them.

Robust ﬁ nancial management
We believe that having the correct
systems and processes in place is as
important as ﬁ rm cost management
when it comes to managing our ﬁ nances.
Ongoing improvements in IT, availability
and buying are key factors in helping us
mitigate cost increases. Our funding
approach is similarly disciplined. Future
growth is funded through existing cash
ﬂ ows, a policy which supports our
commitment to maintain an investment
grade credit rating.

Strong relationships
Working closely with our suppliers is
hugely important to us – these
relationships underpin the trust in our
brand. We collaborate with them on
every step of a product’s journey to
ensure that we have a healthy, efﬁ cient
and mutually-beneﬁ cial relationship.

M&S has over 3,000 product, raw
material and service suppliers with
current social compliance assessments
covering many aspects of human rights
listed on the Supplier Ethical Data
Exchange (SEDEX). We are long-
standing members of the UK-based
Ethical Trading Initiative (ETI) and Global
Social Compliance Programme. We
work with our partners and suppliers
to assess performance and enact
corrective actions against our Global
Sourcing Principles. Read more on our
sourcing principles
marksandspencer.com/thecompany.
Keeping all our shareholders informed
of the progress we are making is
fundamental to achieving our goals.
Since August 2012, we have held 10
investor and analyst events in the UK and
overseas. All the information shared
during these events is available for our
private shareholders to see on
marksandspencer.com/investors.

As well as training our employees to the
highest standards, we always make sure
that M&S colleagues are kept up to date
with developments in the business. They
are also able to connect with each other
via our Yammer internal social network.

We hold regular events with members of
the print and broadcast media to ensure
that our customers are kept abreast of
developments in our business via the press.

Social purpose
M&S cares deeply about the communities
in which we operate and our stores are
often community hubs. That’s why we
encourage volunteer work by our
employees and open our stores for
charity events. We work hard to engage
our customers in Plan A – the more we
involve them, the greater impact we will

have. This year, our employees and
customers helped to raise a total of
£4.2m for local charities and diverted
4 million pieces of clothing from being
thrown away through our Shwopping
initiative.

Plan A affects every decision we make;
it forces us to think and do things
differently. The scheme has grown
signiﬁ cantly since we launched our initial
sustainability commitments in 2007 and
has gone from being prescriptive to
being instinctive within the business.
To ﬁ nd out more about the progress
we made this year and our new
Plan A commitments, visit
marksandspencer.com/plana2014.

Returns to shareholders
Our dividend policy remains unchanged:
to remain progressive with payouts to
shareholders broadly twice covered
by earnings. Through our Dividend
Re-investment Plan, shareholders can
automatically use their cash dividend to
purchase additional shares in M&S.

Plan for growth
Creating shareholder value relies on
having a clear plan for growth. Our
three-year strategy to become an
international, multi-channel retailer has
put us in a strong position for the future.
As we look towards the next chapter in
our story, we will continue to strengthen
our business, listen to our customers,
move into new markets and evaluate
the ones in which we operate.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Chief Executive’s overview
A year of progress

Marc Bolland
Chief Executive

General Merchandise

£4.1bn

level

Turn to page 20

Food

£5.1bn

4.2%

Turn to page 22

M&S.com

£800.1m

22.8%

Turn to page 26

International

£1.2bn

6.2%

Turn to page 28

“ We have built
a business
that is more
relevant and ﬁ t
for the future
of retail.”

I am pleased to say that this year we
have taken several signiﬁ cant steps
forward, and I have always described
M&S’s transformation as a step-by-step
process. As we come to the end of our
three-year transformation programme,
much of our investment is starting to
bear fruit and we have built a business
that is more relevant for the future retail
marketplace.

Sales over the last year rose by 2.7%
and our clothing business is beginning
to show clear signs of improvement.
Our priorities for the year ahead are to
continue to turn around our General
Merchandise (GM) performance, to drive
our Food business and to maximise the
many opportunities around our new
M&S.com ﬂ agship and in our
international markets.

Performance overview
Our performance this year was mixed.
Our Food division had an excellent year,
outperforming the market, and our
International division also saw strong
growth. We saw online sales rise 22.8%
over the year and launched our new
website. We were particularly pleased
that we saw positive sales growth in
clothing in the last quarter. But despite
this welcome improvement, our GM
division is still not satisfactory and growth
in our clothing business needs to be
sustained. There remains much to do in
GM but I am conﬁ dent that we are on the
right track.

Transforming our business
The last three years have been a
period of unprecedented change and
investment in M&S. Over the period we
have become more customer-driven,
repositioning our Food business to
become more specialist and relaunching
our clothing ranges with the focus on

quality and style. We have upgraded our
store environments, launched our new
website and accelerated our international
expansion. We have also built the
foundations of a robust infrastructure
through new IT systems and logistics
developments as we start to reshape
our distribution network to a single-tier
network.

General Merchandise
During the year, we faced a difﬁ cult
trading environment, with a highly
promotional market and, at times,
unseasonal conditions. However, the
team we appointed last year to turn
around our clothing performance is
making progress. I am particularly
pleased that our core Womenswear
ranges have started to gain momentum.
Customers tell us that they like the
improvements to the quality, style and
newness of our clothing ranges. Our
Indigo, Autograph and Limited ranges
performed well over the year.

Food
Our Food business continues its strong
performance, now with 18 consecutive
quarters of like-for-like growth. 2013/14
was another very strong year, ahead of
plan and ahead of the market. Sales rose
4.2% as customers continued to enjoy
the quality and newness of our products.

Our unique position as an own-brand,
specialist food retailer with a sizeable
high street presence means that we
can reach millions of customers a week
with at least 5,000 products out of our
range of 6,400. We continue to lead on
speciality, quality and innovation. But
being a specialist does not mean being
expensive. Customers tell us that they get
good value when they shop at M&S.

M&S.com
We are becoming a more multi-channel
and agile business. Our new M&S.com
ﬂ agship opened in February after over two
years of extensive customer research and
testing. Where previously we operated
on an Amazon platform, we now have a
powerful and ﬂ exible platform of our own,
allowing continuous improvement and
supported by the right skills and culture
internally to drive continual innovation. The
site is backed by our new 900,000 sq ft
distribution centre in Castle Donington.

Our online sales continued to grow
as more customers shopped via their
computer, tablet or mobile phone.

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Our plan for the future

5
1
0
2

y
B

3
1
0
2

y
B

3
1
0
2
–
0
1
0
2

Drive UK
like-for-like
growth

UK space and
like-for-like
growth

International
multi-channel retailer

Drive
international
presence

A leading UK
multi-channel retailer

International
company

Focus on UK

Brand
Clothing
Home
Food
Stores

There remain signiﬁ cant growth
opportunities overseas, where we see
the potential for 250 new stores in the
next three years. Expansion will continue
in our priority markets and we will
increase our franchise operations, as
we believe that this is a low-capital but
high-impact way of expanding. Where
possible, we will also expand our Food
offer overseas, particularly in Western
Europe.

In M&S.com, we now have a ﬂ exible and
modern web infrastructure that is ﬁ t for
the future. We believe that M&S.com
will be at least as proﬁ table as our store
channel. We now have the right skills
and culture in place to drive continual
innovation in our online activities.

Finance
Now that our period of signiﬁ cant
investment is over, our capex will fall over
the coming years. We will continue to
manage the company prudently and will
look to reduce costs where we can.

We are working to deliver a progressive
improvement in margin over the
coming years and we are committed to
improving our free cash ﬂ ow position.

We have exciting years ahead of us; our
transformation is largely complete, we
are ﬁ t for the future and focused
on delivery.

Building on our progress
We have come to the end of our three-
year programme to modernise M&S.
It has been a period of profound and
transformational change in the business.
We must now build on the foundations
that we have laid.

General Merchandise
In clothing, we will continue to drive
the improvements in our ranges, with
a focus on quality and style. Looking
ahead, we will increase levels of
newness and availability down the chain,
while making sure that our ranges are
appropriate to our customers’ needs.

We believe that we can improve GM
margins. Changes to our sourcing
operations will see us signiﬁ cantly
increase the amount of direct sourcing
that we do, particularly in Asia. We
will also increase the amount of fabric
we obtain through our Open-to-Buy
initiative.

Some of our ranges still need to be
refreshed. We are working to address
this. We must also do more to make
our core 55-year-old customers feel at
home when they shop with us, while still
appealing to customers of all ages.

Food, International and M&S.com
We will continue to grow our Food
business by opening 150 new UK
M&S Simply Food stores over the next
three years. We will keep investing in
innovation, quality and newness to
ensure that – as a specialist – we offer our
customers exciting, great value products.
Through supply chain efﬁ ciencies, we
will work to improve our margins.

Stores
The roll-out of our new store formats
continued apace this year. Our top
70 stores already have refreshed
Womenswear departments, and we
are introducing revamped Footwear,
Menswear and Beauty departments. A
key feature of the new stores is their use
of technology, from large touchscreens to
our very popular Shop Your Way service.

International
Our International strategy continues to
deliver strong results, with our priority
markets delivering double-digit growth.
This year we opened 55 new stores
overseas, including ﬂ agship stores in
India, the Middle East, France and the
Netherlands. We see continued future
opportunities for new stores, online and
new formats in our international markets.

In line with our ‘bricks and clicks’
strategy, and to complement our existing
ﬂ agship stores and local website, we
announced a partnership with Relay
France to open franchise Food stores in
key travel locations in Paris, a model that
we will replicate in other markets.

Brand
Through our marketing activity, this year
we aimed to re-establish M&S’s quality and
heritage credentials. Our bold, ‘Leading
Ladies’, campaigns showcased our
Womenswear lines and featured a diverse
cast of British women of achievement.
The ads achieved high levels of brand
recognition. Our Christmas campaign,
which revived our famous, ‘Magic &
Sparkle’ strapline, combined clothing
and food for the ﬁ rst time and achieved
exceptionally high recognition levels.

Plan A
The principles of Plan A underpin
everything that we do. Through initiatives
such as Shwopping, our clothes recycling
scheme, and the Big Beach Clean-up,
customers and colleagues participated
in a wide range of Plan A activities this
year. Increasing numbers of our suppliers
are also now involved in making our
sustainability goals a reality. We have
worked hard to make Plan A an integral
part of our business and our brand.

Marc Bolland
Chief Executive

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Our plan in action
Three years of transformation

This year we have made signiﬁ cant progress in transforming M&S from a traditional
British retailer into an international, multi-channel retailer. The changes that we have
made to our ranges, our stores and our website – as well as to our infrastructure
behind the scenes – mean that we are well-placed for the future.

Trusted for special
occasions
We had a record Christmas
in Food, with sales up 6.1%,
including our biggest ever
day at £63m. We sold
1.3 million Christmas
puddings and one in four
families enjoyed an M&S
turkey on Christmas Day.

Focus on the UK

Turn to page 18

Vibrant stores
We are currently rolling out
phase two of our store
refurbishment programme,
giving customers clearer,
better-merchandised and
more exciting stores.

M&S.com

Turn to page 26

Convenience and ﬂ exibility
Online sales rose by 23% this
year as customers increasingly
chose the convenience and
ﬂ exibility of shopping with us
via their computer, tablet or
mobile phone. Our multi-
channel strategy allows
customers to shop with us
anytime, anyplace, anywhere.

23%

International

Turn to page 28

Extending our reach
This year we opened our
largest international store
in Kuwait, our ﬁ rst store in
Lebanon and our biggest
store in India.

Plan A

marksandspencer.com/plana2014

A global plan
Plan A is not just about the
UK. We are now carbon
neutral in all our own-
operated and joint venture
locations worldwide.

The Hague
In February we opened a
51,700 sq ft ﬂ agship in The
Hague. The store, which
sells extensive food and
clothing ranges, forms part
of our ‘bricks and clicks’
strategy in the Netherlands.
It sits alongside our Dutch
site, marksandspencer.nl,
our Kalverstraat multi-
channel store in Amsterdam
and a series of food stores.

Our new ﬂ agship
We call M&S.com our new
ﬂ agship. Radically different
and signiﬁ cantly better, it’s the
best representation of what
M&S stands for today. The
site contains a range of new
features and functions.

Youth employment
We know that the high level
of youth unemployment is one
of the biggest issues facing
the country. Through our
Make Your Mark scheme, we
are giving young people the
conﬁ dence and skill sets
they need to make the
all-important ﬁ rst steps on
the career ladder.

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

M&S on the catwalk
We participated in London Fashion Week for the ﬁ rst time this
year, with a preview of our 2014 Best of British Autumn/
Winter Womenswear collection. The 54-piece collection was
well received by the fashion press.

e
Quality and style
ponding
Customers are responding
ality and
to the improved quality and
g ranges
style of our clothing ranges
ur
and we returned our
s
Womenswear sales
st
to growth for the ﬁ rst
time in three years.

Style & Living
Style & Living is the
independent editorial section
of our new website, offering
customers everything from
Editor’s Picks of all the latest
trends to style guides and
in-depth articles.

Castle Donington
Having a sleek multi-
channel business is as
much about what goes
on behind the scenes
as what happens
on-screen. At the start
of the year we opened
one of the UK’s largest
fully mechanised
e-commerce distribution
centres in Castle
Donington.

Multi-channel
Customers in 9 international
territories can buy M&S
products from in-language,
local currency websites. It is
part of our plan to roll-out
our multi-channel strategy
to more countries.

Plan A products
Over half of all the
products we sell now have
at least one Plan A
attribute to them, either
relating to the materials
they are made of or to the
processes by which they
were manufactured.

Fundraising
Our employees and customers have raised £4.2m this
year through various fundraising initiatives and charity
events, including a 24-hour bike relay and participation
in the World’s Biggest Coffee Morning.

£4.2 m

Fresh food overseas
We now have 10 Food stores
overseas, with plans to open
more in key travel locations in
major cities, meaning that
more customers can enjoy
fresh M&S food every day.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Performance against the plan
Key Performance Indicators

Our KPIs have been updated in line with our future plans for the business.
This includes our growth ambitions in online and international, a greater
focus on margin improvements and recognition of sales through our
franchise partners reported as global retail sales.

Financial Highlights

Group Revenue

£10.3bn

2.7%

Deﬁ nition: Total Group sales
including retail sales for owned
business and wholesale sales to
franchise partners.
This year Group revenues were
driven by good performance across
our Food, M&S.com and
International businesses.

UK
International

9.7

9.9

10.0

10.3

8.7

8.8

8.9

9.1

£bn

1.0
10/11

1.1
11/12

1.1

1.2

12/13 13/14

General Merchandise

Global retail sales

£6.1bn

1.7%

Deﬁ nition: Global retail sales to the
customer from both owned and
franchise businesses.
Whilst our General Merchandise (GM)
performance is not yet satisfactory,
our clothing business is beginning to
show clear signs of improvement,
with new ranges consistently well
received by customers.

Food

Global retail sales

£5.8bn

4.5%

Deﬁ nition: Global retail sales to the
customer from both owned and
franchise businesses.
Our strategy is to be more specialist
and focus on quality and innovation.
Through improvements in availability
and choice, we made M&S food
more relevant to our customers,
more often.

Underlying Group proﬁ t
before tax

£622.9m

3.9%

10/11
£714.3m2

11/12
£705.9m2

12/13
£648.1m1

Deﬁ nition: Underlying proﬁ t provides
additional useful information on the
underlying performance of the
business adjusting for either income
or charges which are both one-off
and signiﬁ cant.
As we responded to a highly
promotional marketplace, UK gross
margin was down 20bps. Whilst we
worked hard to mitigate impact on
proﬁ tability, this factor, coupled with a
3.5% increase in UK operating costs,
impacted underlying Group PBT.

Free cash ﬂ ow
(pre dividend)

£427.9m

109.7%

Deﬁ nition: Free cash ﬂ ow is the net
cash generated by the business in the
period before dividend payment.
Improvement in free cash ﬂ ow was
driven by a year-on-year reduction in
capital expenditure and better
working capital management.

ROCE

14.8%

LY 15.8%
10/11
16.7%2

11/12
16.4%2

12/13
15.8%1

Deﬁ nition: Return on capital employed
is a relative proﬁ t measurement that
demonstrates the return the business is
generating from its net operating assets.
The reduction in ROCE from last year
reﬂ ects a reduction in underlying
earnings and an increase in average
net operating assets.

Dividend per share

17.0p

Level

10/11
17.0

11/12
17.0

12/13
17.0

Deﬁ nition: Dividend per share
declared in respect of the year.
The Board is recommending a ﬁ nal
dividend of 10.8p per share, resulting
in a total dividend of 17.0p, in line with
last year. The Board remains committed
to a progressive policy with dividends
broadly twice covered by earnings.

Underlying earnings
per share

32.2p

0.9%

10/11
34.8p2

11/12
34.9p2

12/13
31.9p1

Deﬁ nition: Earnings per share (EPS)
is the underlying proﬁ t divided by
the average number of ordinary
shares in issue.
Underlying earnings per share
increased by 0.9% to 32.2p per
share. The weighted average
number of shares in issue during
the period was 1,615.0m (last year
1,599.7m).
Looking ahead
We have previously announced
our plan to improve free cash ﬂ ow
from 2014/15, as we continue to
reduce capital expenditure, deliver
a progressive improvement to
gross margin and improve
business performance.
We have worked hard to prepare
our business for the future. Now we
are focused on delivering the results
from this investment and driving
returns for our shareholders.

UK gross margin

50.7%

110 bps

Deﬁ nition: Gross margin reﬂ ects
the percentage of sales revenue
retained after incurring the direct
costs associated with producing
and transporting goods to a
saleable location.
Due to the highly competitive market,
GM gross margin was down 110bps
at 50.7% as a result of increased
markdown and promotional cost.

UK LFL sales growth

-1.4%

Deﬁ nition: Sales growth from those
stores which have been open for
12 months.
We faced difﬁ cult trading conditions,
with a highly promotional clothing
market and unseasonal weather.
However, improvements were
demonstrated by positive sales
growth in our clothing division
in the last quarter.

Looking ahead
We will continue to improve our
GM business with a focus on style
and quality. As a result of operational
improvements, we expect to improve
our GM gross margin in FY2014/15
by c.100bps through a combination
of tactical changes, new systems
and a new approach to sourcing,
as well as early beneﬁ ts from
structural improvements.

UK gross margin

32.5%

80 bps

Deﬁ nition: Gross margin reﬂ ects
the percentage of sales revenue
retained after incurring the direct
costs associated with producing
and transporting goods to
a saleable location.
Food gross margin was up 80bps
at 32.5%. This was driven by supply
chain efﬁ ciencies and effective
management of promotional activity
– more than offsetting commodity
price inﬂ ation.

UK LFL sales growth

UK space growth

1.7%

Deﬁ nition: Sales growth from those
stores which have been open for
12 months.
The Food division has seen 18
quarters of positive like-for-like sales
growth and our customer satisfaction
ratings are at an all-time high.

2.3%

Deﬁ nition: Year-on-year increase in
weighted average UK selling space.
We continue to grow Food space,
particularly our successful M&S
Simply Food format.
Looking ahead
We will continue to exploit the
opportunity in our Food business –
maintaining our specialist strategy
and growing our Food space. The
planned opening of new Food
space will add c.2.5% in 2014/15.
Food gross margin is expected to
grow by 10bps to 30bps due to
further operational efﬁ ciency.

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).
2. For the years ended pre-2011-12, no restatement for the revised IAS 19 ‘Employee Beneﬁ ts’ have been made.

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

M&S.com

M&S.com sales

£800.1m

22.8%

£m

1,000

Deﬁ nition: Total multi-channel sales
including web to home and Shop
Your Way transactions.
Our new ﬂ agship M&S.com website
offers customers an improved
browsing and buying experience.
M&S.com has delivered a strong
performance in 13/14 and
outperformed the market with sales
up 22.8%.

700

500

200

Sales

800.1

651.8

559.0

473.6

10/11

11/12

12/13

13/14

International
Revenue

£1.2bn

6.2%

£bn

Sales

1.1

1.0

1.2

0.9

0.6

0.3

Deﬁ nition: Sales from the International
business including retail sales for
owned business and wholesale sales
to franchise partners.
Our priority markets delivered a good
performance with strong growth in
India and our ﬂ agship stores in China,
driven by an increase in like-for-like
sales and the opening of new space.
While trading in the Republic of
Ireland continued to be difﬁ cult,
performance in our European
business improved.
Our franchise business across the
Middle East and Asia continued to
perform well.

Looking ahead
As our new website settles we are
encouraging more customers to
shop with M&S online. Our
infrastructure investment will help
us further improve our delivery
proposition and create a more
efﬁ cient and more proﬁ table online
channel.

Weekly site visits

5.5m

7.8%

Deﬁ nition: Weekly visits to our
UK desktop, tablet, mobile and
app sites.
As customer shopping habits
continue to evolve, and as part
of the new M&S.com, we launched
a dedicated tablet platform and
updated versions of all our mobile
sites and apps. Visits from tablet
devices grew by around 90%
this year.

Underlying
operating proﬁ t

£122.7m

2.1%

Deﬁ nition: Year-on-year increase in
operating proﬁ t generated by the
International business.
We increased International operating
proﬁ t by 2.1%, which also takes into
account pre-opening costs from our
owned stores.

£m

Operating proﬁt

Space growth

147.0

160

133.4

120.2

122.7

120

10/11

11/12

12/13

13/14

10/11

11/12

12/13

13/14

M&S products
2012/13 45%
2020 target 100%

Plan A quality

57%

Plan A

Percentage of M&S
products with a Plan A
quality

57%

Deﬁ nition: Plan A qualities are best
practice environmental or social
standards and are measured by the
volumes of products sold worldwide.
These include factory best practices
and the use of sustainable raw
materials such as sustainable wood,
ﬁ sh and cotton, as well as Fairtrade
and recycled materials.
We have again extended the number
of products featuring a Plan A quality
– helping to make our products,
suppliers and raw materials more
efﬁ cient and resilient.

Gross greenhouse gas
emissions

566,000
tonnes CO2e

(No last year equivalent)
Deﬁ nition: Total gross CO2e
emissions resulting from M&S
operated activities worldwide
calculated in compliance with the
WRI/ WBCSD GHG Protocol
Corporate Accounting and Reporting
Standard (Revised) using revised
carbon conversion factors published
by DECC/ DEFRA in June 2013.
This is the equivalent of 30 tonnes
per 1,000 sq ft of salesﬂ oor. Our net
emissions are offset to zero.

9.3%

Deﬁ nition: Year-on-year increase
in International selling space
International space is expected
to grow by c.10% in 2014/15.
Looking ahead
We will expand our presence
through opening new space,
growing our food business and
increasing our franchise operations.
Over the next three years we will
grow International revenues by 25%
and grow International operating
proﬁ t by 40%.

Looking ahead
Our aim is for all M&S products
to have at least one Plan A quality
by 2020.
We have targets to improve energy
efﬁ ciency by 50% and reduce
refrigeration gas emissions by 80%
by 2020. We also plan to continue
to offset our gross greenhouse gas
emissions to zero (carbon neutral).

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

People behind the plan
Driving transformation

Management committee

1.1. MarMarc Bc Bollollandan
ChiChief e ExeExecutcutiveive

2. 2. PatP ricrick Bk Bouso quet-Chavhavannanne
ExeExeE cutcutu ivee DiDirecrectort
DevDe elopmepmentnt

, Marketing ng & B& Business

3. 3 JohJohn DDixoixonn
ExeExecuttcu iveivev DiDirecrectoro , General MeMerchrchanda

ise

4. 4. SteSteve RowRowee
ExeExecutcutiveive DiD recectorto , Food

5. AlaAlan Sn Stewwt
ChiChief ef FinFinancan e OOe

artart

fﬁ fﬁ cercer

6. 6 LauLaura ra WadWade-Ge-Geryery
Exexecutiveve DiDirecrectortor, M, Multulti-ci-channel E--comcommerm ce

7. Andy Ay Adcodcock
Trading Dg ireirectoctor, r FooF

8. Sacacha ha BerBerendendjijii
Retetailail DiDirecrectortor

9. CleClem Cm Coonstantintinee
DirDirectector or of of ProP perpe tyy

10.10. TaTanitnith DDodgdgee
DirDirectector or of of Human an ResResourourcesc

11.11. StSteveve FiFinlanlann
DirDirectector or of Internernatiationaonal OOperationss

12.2. DoDomiminic FryFry
Directctor or of of Comomo munmunicaicatiotiotions
and Innvesvestorto ReR latlationiononss

13. Jaan Hn Heereeeereeree
Director or or ofofof o Intnternernatiationao

1414.14. DiD rk Lembrebregtsgts
DirD ectctor or of Supply ChChainain

15.5. AmAmandanda Mellor
GroGroup up SecSecretretarya and Headead ofof Corpoorarate
Governnancancee

16. Darreellll SteeS inin
Director of ITT

“ The progress that M&S has made this year would not have
been possible without the dedication of all our employees.
I would like to thank every employee for their enthusiasm,
hard work and passion over the last year.”

Having the right team in place is crucial
to delivering our plan, and this year
we continued to beneﬁ t from the
wealth of experience on our
Management Committee.

Our leadership team is composed of
people with extensive and broad careers
at M&S, as well as those brought in from
outside with specialist expertise. The team
has wide-reaching global experience,
which is an essential asset as we become
a more internationally-focused retailer.
Together they have helped to build
a signiﬁ cantly stronger M&S.

In March this year, we announced that
Clem Constantine, Director of Property,
and Darrell Stein, Director of IT, will be
leaving the business in the summer. Both
of their roles have signiﬁ cantly changed
recently as we will be opening less GM
space which changes our property focus,
and our new e-commerce platform has
now been delivered. Clem has brought his
considerable expertise to growing our store
network and Darrell has played an integral
role in delivering M&S.com. I wish them
both all the very best for the future.

made this year would not have been
possible without the dedication of all our
employees. Our customers constantly tell
us that they recognise the high levels of
commitment among our people. I would
like to thank every employee for their
enthusiasm, hard work and passion over
the last year.

The Management Committee is ably
supported by a strong team from across
the business. The progress that M&S has

Marc Bolland
Chief Executive

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Risk management

We believe that effective risk management is critical to the
achievement of our strategic objectives and the long-term
sustainable growth of our business.

What is our approach to risk management?
The Board has overall accountability for ensuring that risk is
effectively managed across the Group and, on behalf of the
Board, the Audit Committee reviews the effectiveness of the
Group Risk Process. Each business area is responsible for
identifying, assessing and managing the risks in their
respective area.

Risks are identiﬁ ed and assessed by all business areas
half-yearly and are measured against a deﬁ ned set of criteria,
considering likelihood of occurrence and potential impact to
the Group. The Group Risk function facilitates a risk
identiﬁ cation and assessment exercise with the Executive
Board members. This information is combined with a
consolidated view of the business area risks. The top risks
(based on likelihood and impact) form our Group Risk Proﬁ le,
which is reported to the Executive Board for review and
challenge, ahead of it being submitted to Group Board for ﬁ nal
review and approval.

To ensure our risk process drives continuous improvement
across the business, the Executive Board monitors the ongoing
status and progress of key action plans against each risk
quarterly. Risk remains a key consideration in all strategic
decision-making by the Board, incorporating debate on risk
appetite.

Key areas of focus

We continue to drive improvements to our risk management
process and the quality of risk information generated, whilst
at the same time maintaining a simple and practical
approach.
During the year we have focused on a number of key areas:

1. Evolving risks
Our Group Risk Proﬁ le has evolved over the course of the last
year, responding to the dynamic environment within which we
operate and our strategy to become a truly international,
multi-channel retailer. Three new risks have been introduced
(M&S.com business resilience, GM margin and Information
security).

2. Risk appetite
Risk appetite is an expression of the types and amount of risk
we are willing to take or accept to achieve our objectives and
aims to support consistent, risk informed decision-making
across the Group. Our vision for risk management is that all
signiﬁ cant risks to the achievement of our strategic objectives
are identiﬁ ed, assessed and managed to within acceptable
levels.

Risk appetite continues to be a key consideration in strategic
decision-making by the Board and we recognise the
importance of including the concept in risk discussions
across all levels of the organisation. It is especially relevant in
determining the nature and extent of mitigating actions and
their role in addressing risk likelihood or impact.

Risk likelihood and impact grid

Risk identification

Risks highlighted
and documented in
a centrally managed
Risk Register

Risk assessment

Risks assessed in
terms of likelihood
of occurrence and
potential impact on
the Group

Risk mitigation

Required actions are
agreed and assigned,
with target deadlines
and quarterly status
updates

D
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A

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n
U

Gross risk assessed
before mitigation

Net risk assessed
after mitigation

Minor

Moderate

Major

Critical

IMPACT

Our principal risks and uncertainties
As with any business, we face risks and uncertainties on a daily
basis. It is the effective management of these that places us in
a better position to be able to achieve our strategic objectives
and to embrace opportunities as they arise.

Overleaf are details of our principal risks and the mitigating
activities in place to address them. It is recognised that the
Group is exposed to a number of risks, wider than those listed.
However, a conscious effort has been made to disclose those
of most concern to the business at this moment in time and
those that have been the subject of debate at recent Board or
Audit Committee meetings.

To achieve a holistic view of the risks facing our business, both
now and in the future, we consider those that are:

– External to our business;
– Core to our day-to-day operation;
– Related to business change activity; and
– Those that could emerge in the future.

The ‘risk radar’ below maps our principal risks against these
categories. This tool is also used to facilitate wider Executive
and Board-level discussions on risk.

Risk radar

Core external risk

External

Emerging areas

n
w
o
n
k
/
e

b
a
t
S

Competition

Information
security

Food safety
and integrity

GM customer
engagement

Programme/
workstream
management

International

GM logistics
and supply
chain network

M&S.com
business
resilience

Our people

GM margin

IT change

C
h
a
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n
g
/
n
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w

Core operations

Internal

Business change

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Risk management continued

Description

Mitigating activities

Brand and reputation: Our founding principles of Quality, Value, Service, Innovation and Trust continue to inﬂ uence
how we do business and our reputation for being one of the UK’s most trusted brands

GM customer engagement
Continued loss of engagement with our customer
As we seek to enhance the M&S brand, it is important that
we understand and address our customers’ needs in
increasingly competitive UK and international markets and
that we deliver a consistent M&S customer experience across
all selling channels.

Food safety and integrity
A food safety or integrity related incident occurs or is
not effectively managed
As a leading retailer of ﬁ ne quality fresh food, it is of
paramount importance that we manage the safety and
integrity of our products and supply chain, especially in light
of the business’ greater operational complexity and the
heightened risk of fraudulent behaviour in the supply chain.

– Prioritisation of core customer in both GM and Marketing

objectives

– Regular review of customer reaction to product and in-store
and online experience through focus groups and in-house
Customer Insight Unit presentations

– Ongoing improvements to product style and quality and to
store environment, addressing speciﬁ c customer feedback
– Targeted marketing and promotional activity using customer

loyalty data

– Increased focus on quality and style, including the introduction

of a Clothing Quality Charter

– Updated M&S.com website to enhance the online customer

shopping experience

– Dedicated team responsible for ensuring that all products are
safe for consumption through rigorous controls and processes

– Continuous focus on quality
– Proactive horizon scanning including focus on fraud and

adulteration

– Established supplier and depot auditing programme

People and change: Our people are fundamental to the long-term success and growth of this business

Our people
Our organisational culture and structure limit our
ability to adapt to market changes with pace
To support our transformation to an international,
multi-channel retailer, it is essential that our organisational
set-up allows us to respond to market changes and
competition with pace.

– External hires recruited into a number of senior roles bringing

an alternative perspective and new skills

– Robust employee engagement process for effective

communication

– Alignment of development programmes with business strategy
– Faster decision-making enabled through the removal of

structural complexity

Programme and workstream management
Beneﬁ ts from our major business programmes and
workstreams are not realised
We continue to undertake a number of major programmes to
underpin the achievement of our plan; the delivery of
forecasted beneﬁ ts is critical to this.

– Strategic Programme Ofﬁ ce centrally governs Group initiatives
providing regular status and beneﬁ ts realisation updates to the
Executive Board

– Proactive management of programme portfolio and associated
beneﬁ ts in the context of current market conditions and the
Group’s three-year plan

GM logistics and supply chain network
We fail to evolve our supply chain and logistics
network to maximise availability to customers and
speed-up delivery times
Now that we have successfully launched the new national
e-commerce distribution centre, we must continue to focus
on the implementation of our single-tier network, including
the full ramp-up of the Castle Donington distribution centre
ahead of Christmas peak trading.

– Programme governance structures in place for all major
programmes, supported by robust project management
discipline

– Proactive identiﬁ cation and management of major cross-

programme interdependencies

– Robust programme governance in place with clear

identiﬁ cation of interdependencies with other Group initiatives

– Phased approach to distribution centre transformation
– Ongoing monitoring of progress against milestone plans and

operating objectives

– Ongoing review of contingency requirement during Castle

Donington facility ramp-up

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Description

Mitigating activities

Selling channels: We have ambitious plans for our UK, International and Multi-channel businesses as part of our
transformation to be an international, multi-channel retailer

M&S.com business resilience
A major failure of our M&S.com platform or at our
Castle Donington distribution centre impacts our
ability to trade online
As our online ﬂ agship grows and our network infrastructure
and operating model evolves, it will become increasingly
important to ensure that the M&S.com business is resilient
and key dependencies are identiﬁ ed and mitigated.

– Dual site M&S.com command centre operates 24/7 to monitor

website availability and performance

– Social media monitored 24/7 to observe and respond to trends

in customer experience online

– Business continuity plans, incident reporting and management

procedures are well established and tested with regular
monitoring, including quarterly Business Continuity Committee
meetings

International
Our plan to grow our International business is
limited by performance in legacy markets, the
start-up proﬁ tability of new markets and
substandard infrastructure
As we continue to increase our international presence and
build our position in priority markets, it is crucial that we
maximise performance in both legacy and new markets,
supported by robust systems and supply chain capability.

– Senior International team strengthened
– Local knowledge provided by franchise and joint venture

partnerships

– Frequent monitoring of performance, including individual
country reviews and a particular focus on like-for-like
performance and poor performing stores

– Property Board approval of new store openings and monitoring

of returns on investment

– Representation of International in key Group initiatives

Day-to-day operation: We are a customer-centric business and strive to deliver an efﬁ cient and effective operation

GM margin
Failure to improve GM margin
It is important that we deliver increased GM margin through
improved design and sourcing capability, whilst continuing
to drive improvements to product quality.

– Margin targets deﬁ ned and regularly monitored
– Robust planning process for all promotional activity
– Sourcing capability strengthened through hiring two overseas

Sourcing Directors

– End-to-end review of General Merchandise design, trading and

Information security
We experience a major breach in cyber, system or
information security
The business is subject to external threats from hackers or
viruses, or sensitive data is accessed without authorisation.

sourcing underway

– Clothing Quality Charter embedded

– Extensive security controls in place in accordance with

International Standards (ISO 27002)

– Established processes, policies and technologies in place

designed to enhance security

– Tight control of sensitive data through limited and monitored

access and the roll-out of systems possessing enhanced security
– Established team dedicated to managing security requirements

for the new M&S.com platform

IT change
Unforeseen impact of IT changes to new and existing
systems disrupts business operations
As we undertake a number of signiﬁ cant change
programmes, the rate and scale of IT change remains high,
with potential to signiﬁ cantly impact our complex and
interdependent systems.

– Established Change Approval Board process
– Clear decision-making process for system changes, including
the adoption of change freezes during critical trading periods
– Proactive management of cross-programme dependencies
including ‘release management’ to group system changes
together

– Robust Disaster Recovery plans in place for critical

business applications

The Group Risk Proﬁ le will evolve as mitigating activities succeed in reducing the net risk over time, or as new
risks emerge. As such, we have removed three risks from our Group Risk Proﬁ le since the prior year:
– Economic outlook: the economic environment in which we operate will always present an inherent risk to our business.

Our ability to respond to market changes is key and this is reﬂ ected within the risk related to ‘Our people’

– Multi-channel: we have successfully launched the multi-channel platform on time and on budget
– GM stock management: this no longer features in our principal risks, recognising our increased controls in this area

There are three new risks (Information security, GM margin and M&S.com business resilience). Two have been updated;
GM customer engagement (2013: GM product), and GM logistics and supply chain network (2013: Distribution centre
restructure). The remaining ﬁ ve risks are broadly consistent with the prior year.

The risks listed do not comprise all those associated with Marks & Spencer and are not set out in any order of priority. Additional
risks and uncertainties not presently known to management, or currently deemed to be less material, may also have an adverse
effect on the business.

Further information on the ﬁ nancial risks we face and how they are managed is provided on pages 112 to 115.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Our brand
Driving reappraisal

Our brand highlights

My Plan A

0,000
0
This year, we engaged over 330,000
nline
n
customers in a wide range of online
Plan A activities including our
Shwopping Facebook app and
an-up.
a
registering for our Big Beach Clean-up.

Patrick Bousquet-Chavanne
Executive Director,
Marketing & Business Development

Overview
Intelligence and innovation. Quality and
style. A rich history and an extraordinary
global reach. These are some of the
attributes that make M&S unique. Our
aim this year was clear: to reassert M&S
as a brand of style and substance in GM,
and to showcase the quality, innovation
and provenance of our Food. In order
to stand out in both a competitive
marketplace and our customers’ minds,
it is crucial that we are consistent in
everything we do. We aim to deliver a
holistic brand experience that spans our
products, our sub-brands, our marketing
and, critically, our in-store environments.
We have a broad range of customers.
But within that we have clear customer
groups, and we worked hard this year to
remain relevant to each one of these
groups via compelling and relevant
targeted marketing initiatives. There
remains plenty to do. Even though we
have over 34 million customers, there are
many more people who we should
appeal to. If the past year has been
about restating our values to core
customers, next year is about
reactivating a love for M&S among lapsed
customers and attracting new ones.

Leading campaigns
Our ‘Leading Ladies’ campaign by Annie
Leibovitz is a powerful expression of what
today’s M&S stands for. Arranged in
Leibovitz’s signature life-style tableau, the
images featured inﬂ uential British women
of achievement wearing M&S – from
Oscar-winner Emma Thompson to
Olympian Nicola Adams and Baroness
Lawrence of Clarendon. Although diverse
in background, they share one common
attribute: an uncompromising drive to

achieve their goal. These dynamic women
represent and celebrate the unique and
diverse women of modern Britain.

The campaign, which launched in
September and March on social media
ﬁ rst, followed by print media with billboard
backing, achieved remarkable recognition
of 52% at its peak and led to an 89%
sell-through of the top items. Web videos
of the Leading Ladies reminded our
customers that we cater for diverse
personalities and tastes. The posters and
magazine inserts were powerful symbols
of M&S’s heritage and quality. We don’t
believe that anyone else could have
assembled such a strong line-up.

Our festive campaign
For our Christmas TV campaign we
revived the popular ‘Magic & Sparkle’
franchise, a ﬁ rm favourite with customers.
And for the ﬁ rst time, we combined Food
and GM in one campaign. With the
nation’s mindset still prudent, people
went into Christmas with the desire to
escape. So the campaign was a rich
fantasy, with fashion at its core, based
on our favourite fairy tales, starring Rosie
Huntington-Whiteley and Helena
Bonham Carter. The ad was one of our
strongest, with recognition peaking at
83%. The campaign dovetailed with our
festive food: many products had a
sprinkling of Magic & Sparkle of their
own, from our Glitter Juice with drinkable
glitter to our Whisky Gold Scottish
Smoked Salmon topped with gold ﬂ ecks.

Many new roads
Marketing was simpler in the past. There
was only one way to shop – in a store –
and only a limited number of media
through which to advertise. Now, many
roads lead to M&S, 24/7, 365 days a
year. We have to be present wherever
our customers are: on the high street, on
computers and tablets, on social media
or watching TV. The nature of our

Emphatically M&S
Our brands have distinct identities
to make them emphatically different,
while remaining emphatically M&S.
Carolyn Murphy and David Gandy are
the faces of M&S Collection, and
Rosie Huntington-Whiteley is now the
face of Autograph.

“ M&S is modern,
stylish and has
something for
everyone.”

M&S Customer Feedback

relationship with customers has
changed: our marketing today is
interactive, multifaceted and nuanced,
and our new M&S.com ﬂ agship is pivotal.

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Leading Ladies overseas
As well as running in the UK,
our Leading Ladies
campaigns featured in 10 of
our international ﬂ agship
our international ﬂ agship
stores, from Paris to Prague
stores, from Paris to Prague
and Singapore to Shanghai.
and Singapore to Shanghai.

p g

M&S en Vogue
M&S en Vogue
As part of a partner
As part of a partnership with
Condé Nast, the ed
Condé Nast, the editors-in-
chief of magazines,
chief of magazines,
including Vogue and
including Vogue and GQ,
choose their favour
choose their favourite M&S
products to feature
products to feature in a Pick
of the Month sectio
of the Month section in their
magazines, with a c
magazines, with a crossover
to M&S.com.
to M&S.com.

Make Today Delic
Make Today Delicious
Our Make Today De
Our Make Today Delicious
food campaign high
food campaign highlighted
M&S as the destina
M&S as the destination for
everyday events, su
everyday events, such as
picnics, barbecues
picnics, barbecues and
Sunday roasts.
Sunday roasts.

Socially yours
– We spent over 20% of
our Christmas digital
marketing budget on
social media for the
ﬁ rst time, helping us
achieve record levels of
customer awareness.

– Our Pass the Parcel
Facebook game saw
customers pass
1.7 million virtual parcels
via their mobile phone.

– Over four million people
received news of our
Valentine’s Day offers
on lingerie, food and
ﬂ owers through social
media.

Our plan for the future
– Our marketing activity
will seek to excite our
regular shoppers, entice
lapsed shoppers and
recruit future shoppers
across all product
categories.

– We will ensure that M&S

communicates in a
relevant and
inspirational way with
our core customers.

– Our store environments
will continue to improve
to reﬂ ect our brand
reappraisal and
improved shopping
experience.

– We will build on the

M&S.com publishing
platform to deliver an
authoritative brand point
of view.

Harnessing our brand power
M&S’s reach into customers’ households
is exceptional: we sell everything from
fashion and furniture to food, ﬂ owers and
energy. Consistency in brand execution
across all products and media is
paramount. We are working hard to
close the gap in brand perception
between GM and Food and harness the
same brand power across our whole
business. The same goes for our stores.
We are working to bridge the disparity
between our ﬂ agships and our smaller
regional stores that too often lag in
reﬂ ecting the brand. Addressing that

disparity will drive sales and enhance
shareholder value.

Trust in our brand

Plan A underpins the trust our customers
have in M&S. So we want to make it as
easy as possible for them to get involved.
Our aim is to engage one million M&S
customers in Plan A activities by 2015
and three million by 2020. Through
projects like our Shwopping clothes
recycling initiative, we will run a
continuous programme of Plan A
marketing activity encouraging
customers to take action.

Staying relevant

It is crucial that M&S remains a modern
and contemporary brand, both in the UK
and overseas. We must attract the
customers of the future to ensure our
long-term growth. In order to achieve
this, we constantly talk to our customers
and study trends across the world to
help us give them what they want. As a
business, we are continually adapting
how we do things to ﬁ t in with changing
desires, media consumption and
lifestyles. This way, we ensure that we
stay relevant.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

General Merchandise
Quality and style

General Merchandise highlights

GM revenue

£4.1bn

Level

Womenswear market share

9.7%

0.4% pts

Lingerie market share

27.1%

0.3% pts

Menswear market share

11.6%

Level

Kidswear market share

6.4%

Level

John Dixon
Executive Director,
General Merchandise

Overview
The strategy we outlined in May 2013 was
to refocus our GM business on the values
that make us famous: quality and style.
After a year of exciting changes, our
customers are noticing the difference in
the fabrics, ﬁ t and ﬁ nishes of our clothing.
Our strategy is bearing fruit. In the fourth
quarter our clothing division saw positive
like-for-like sales growth for the ﬁ rst time
in three years. We have listened hard to
what our customers want and have
increased the amount of new products
on sale. Around 45% of our Womenswear
range was new this year, helping us
return our Womenswear business to
growth. We have faced a challenging
consumer economy and a highly
promotional high street, and we are
looking for an improvement in
performance. But we have a clear
strategy, and this year we have taken
great strides in implementing it.

Quality, style, design
Details matter. Our well-received
Womenswear relaunch last September
was about ensuring that every feature of
our garments demonstrated improved
quality. We introduced more noble fabrics,
upgraded our seams to give a neater
ﬁ nish and introduced more innovation.

Quality, desirability and conﬁ dent style are
at the heart of all we do. As the country’s
biggest clothing retailer, our shoppers
expect nothing less. These attributes have
been reﬂ ected in our new store format
and our successful ‘Leading Ladies’
marketing campaign.

We have listened to customers. In
response to their feedback, we have
improved availability of smaller sizes and

83% of our dresses have sleeves. We
have also introduced Dress and Coat
shops into every store, from ﬂ agships to
market town stores. This contributed to
dress sales rising 78% and coat sales
rising 29% during the year.

Clearer brands
Customers found our sub-brands difﬁ cult
to shop. So we reﬁ ned them to give them
more distinct personalities. We launched
M&S Collection, which replaced M&S
Woman and became an umbrella brand
for our Classic and Limited ranges. In
streamlining the brands, we reduced
product overlap by 10%. Our sub-brands
are now more relevant to our customers,
who are far clearer about what they
stand for.

Our Limited range of trend-led fashions
and our casual Indigo range both had
fantastic years, with sales up 64% and
21% respectively.

We extended our commitment to British
clothing and manufacturing with the
launch of our Best of British collection.
Every item is designed and made in the
UK, celebrating the best in domestic
design and craftsmanship.

In Menswear, we also introduced a
tailoring service in our Marble Arch store,
which will be rolled out to other stores.
Men’s suits now take in price points from
£50 to £799, demonstrating our breadth
and choice.

A strong team
We have signiﬁ cantly bolstered the senior
GM team that work alongside me and
Belinda Earl, our Style Director, and made
key appointments to our product, buying
and design teams to ensure that we have
the right talent in place to take us
forward. We have also made additions to
our supply chain team overseas, including
appointing two new Sourcing Directors.

Lingerie
As the market-leader, our share of the
Lingerie market is three times that of
our nearest competitor. Our
collaboration with Rosie Huntington-
Whiteley remains the best-selling
Autograph line in the sub-brand’s
14-year history.

“ M&S is great quality at
a good price and the
recent ranges are so
much more stylish.”
M&S Customer Feedback

Based in Hong Kong, they oversee
our GM sourcing in the region and will
increase our direct sourcing operations
as we look to speed up our supply chain
and improve margins.

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

M&S Studio
@ Fashion Street
We opened a new creative
space in the heart of
London’s Shoreditch at the
British School of Fashion,
giving our design teams a
vibrant new location where
they can draw inspiration for
new capsule collections, like
our Best of British range, and
develop innovative ideas.

Listening to our

suppliers
We now survey 22,500
workers in our clothing
supply chain in India, Sri
Lanka and Bangladesh four
times a year via their mobile
phone keypads, and ask
local-language questions on
issues including working
conditions and job
satisfaction.

Th
The interactive Home
Ou
Our new Home store
co
concept transforms the way
we
we display products and
fea
features a host of interactive
se
services on giant tablets.
Th
The 70 stores with the new
Ho
Home concept are seeing
sa
sales 10% ahead of the rest
of
of the estate.

10%

This year’s innovations
– The No Peep design on
our women’s shirts has
a hidden placket and
concealed extra button
to prevent gaping.

– Hi Heel Hosiery features
a secret pad to relieve
foot pain from wearing
heels all day.

– Our Gym Slim range
gently ﬂ attens and
ﬂ atters to help increase
conﬁ dence in the gym.

– Our Easy Close Ultimate
Non-Iron school shirts
feature riptape
fastenings to help
younger children get
ready for school.

Our plan for the future
– We will continue to build

on our design and
quality credentials,
with the ongoing
improvement of our
sub-brands.

– We will improve ranging

to ensure we are
offering our customers
the best choice at all of
our stores, as well as
online.

– We will improve

efﬁ ciency and availability
through changes to our
supply chain and
systems.

– We will work to improve
margins by building our
design, trading and
sourcing capabilities.

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Availability
As part of an ongoing overhaul of our
systems, we have changed how we send
clothing to stores. We now centrally
manage and replenish stock, which has
led to GM availability improving by 2.3%.
We will now begin implementing new GM
systems that will support our growth
plans for the next decade.

Trust, traceability and ethics
Our customers trust us to source our
clothing ethically and we want to have
the best supply chain traceability of any
retailer in the world – we’re delighted to
have recently been named the UK’s most

ethical High Street Clothing retailer.
We are working with the Better Cotton
Initiative and WWF towards 50%
sustainable cotton and have committed
to having traceability on all principal raw
materials by 2020.

However, we investigated the possibility
of moving to a free range model and
found this was not feasible, so we
stopped selling products containing
angora wool and have completely
removed it from our supply chain.

We regularly revisit our policies to make
sure they adhere to our Plan A goal to
always do the right thing. Following
customers’ concerns about the
production of angora wool, we
conducted additional visits to the farms
our suppliers buy from. We found no
evidence that our strict animal welfare
policy had not been adhered to.

Listening to customers

We recognise the importance of listening to
our customers to ensure that we continue
to provide the products they want. Every
month, we survey 55,000 shoppers to help
understand how our customers think and
encourage our shoppers to share their
suggestions with us.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Food
Trust and innovation

Food highlights

Food revenue

£5.1bn

4.2%

Market share

3.9%

0.1% pts

Number of new lines

1,643

Steve Rowe
Executive Director,
Food

Overview
Our mission in Food is simple: to delight
and excite our customers with high
quality, good value products. We have
had a very strong year, with sales up
4.2%. The Food division has seen 18
quarters of positive like-for-like sales
growth and our customer satisfaction
ratings are at an all-time high. During
the Christmas period, our market share
peaked at 4.7%. Although inﬂ ation is
falling and there are signs of economic
recovery, consumers’ budgets remain
under pressure. Equally, customers
have told us they still want a touch of
adventure in the food they eat, and they
want to treat themselves on special
occasions. We have made M&S food
more relevant to our customers, more
often. Our promotions are well targeted
and our shelves are stocked with new
and exciting foods that customers love.

An extensive range
With a catalogue of over 6,400 products,
we offer everything from everyday
essentials to special occasion food.
This year, more people turned to us to
help deliver Christmas and we saw
record sales. We had more festive
show-stoppers than ever before, and the
800 new Christmas products included
our Sugar Plum Christmas Pudding, with
its hidden centre of Armagnac-soaked
plums. With a 38% market share, we are
the established market leader in party
food and sold 5.5 million packs during the
festive season. At the same time, our
Simply M&S range of everyday essentials
continues to grow – accounting for 11%
of total sales.

Choice and convenience
We are a food specialist, not a
supermarket. Our products are made
exclusively for M&S and this unique
position means they are not comparable
with the rest of the market. Rather than
joining the race to the bottom on price,
we can focus on developing top-quality
ranges that are competitively priced,
whilst ensuring our farmers get a fair deal
too. Stand-out promotions, like our 3 for
£10 on meat and ﬁ sh and 3 for £6 on deli
items, offer customers M&S quality at
outstanding value.

The market dynamics are working in our
favour. People are shopping more locally
and more regularly – 41% of our Food
customers shop ‘for tonight’. We have
introduced more products to more
stores, and around 110 stores now stock
our full range – M&S customers don’t
have to sacriﬁ ce choice for convenience.
The result is that we are seeing more
customers shop with us more often. We
are growing signiﬁ cantly faster than the
overall food market and we plan to open
150 new M&S Simply Food stores over
the next three years.

Innovation
Our innovation is unrivalled – 20% of our
products were new this year. Our team of
35 product developers scour the world
for exciting new products. This year, we
have introduced customers to the
Achacha, a Bolivian tropical fruit, and the
Tiddly Pomme, the world’s smallest
apple. We also became the ﬁ rst major
UK retailer to sell wine from Macedonia
and Georgia. We expanded our healthy
food offer with Delicious & Nutritious, a
range of salads and ﬂ atbreads inspired
by Middle Eastern and Asian ﬂ avours.
And in a nod to the American trend, our
Grill range included Posh Dogs barbecue
hotdogs, which were a summer hit,
selling 926,000 units.

From rice wine to pickle brine
Our experts have hand-picked over
100 international food brands for
us to sell exclusively at M&S, from
fragrant Japanese rice wine to
American pickles in brine that
doubles as a marinade.

“ I trust M&S food
completely and they
are always coming
up with exciting
new things.”
M&S Customer Feedback

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Shoppers love to Dine In
Our Dine In deals, offering
restaurant-quality food at
home, remain popular,
with 800,000 couples
enjoying our £20 Valentine’s
Day menu.

800,000

Popular products
As the nation celebrated
the birth of the future king,
our Prince George
commemorative biscuit tin
was in our stores within 24
hours of his name being
announced. We sold

223,000

New ranges
Our customers told us they
wanted to try a wider variety
of meats, so we launched a
new range of game, which
included rabbit, wood
pigeon and pheasant, and
we were the ﬁ rst retailer to
sell whole wild red grouse.

Supporting British
farmers
– Milk Pledge Plus

guarantees a fair price
to our farmers, and
rewards them for their
animal welfare
standards.

– We donated £150,000
to support farmers in
the ﬂ ood affected areas,
and commissioned a
review of the impact on
British farming, led by
Sir John Beddington.

– Farming for the Future,
run with our suppliers,
helps young people get
into farming.

Our plan for the future
– We will accelerate the
opening of standalone
food stores, both in the
UK and overseas.

– We will continue to
develop new and
exciting products,
including frozen recipe
dishes for the ﬁ rst time.

– Our store environments
will continue to improve,
with more theatre and
the roll-out of our
Tasting Kitchens.

– We will extend our

dominance in healthy
eating categories.

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Suppliers
We have embarked on a number of
projects to restructure our supply base,
aimed at improving our efﬁ ciency and
our margins without compromising
product quality. One of the projects
ensures we utilise our factories better,
while another is a review of our
processes. We are making progress on
efﬁ ciency; over the year availability rose
by seven percentage points.

Doing the right thing

Ninety of our suppliers have already
signed up to create more vocational

training and work experience placement
opportunities for young unemployed
people. In turn we are asking them to
extend the call to action to their own
suppliers, therefore creating a multiplier
model through the supply chain. We
continue to develop innovative packaging
aimed at reducing our footprint, and we
were the ﬁ rst retailer to offer 100% ‘water
free’ packaging for all ﬂ ower bouquets
bought online. Not only will this save over
500,000 litres of water a year, but each
bouquet takes up 25% less space, so
we can deliver more ﬂ owers using
fewer lorries.

Trust and provenance

Trust is key to us, and we know the
importance of provenance to our
customers. We were the only major
retailer to be untouched by the
traceability issues surrounding the
horsemeat issue and pride ourselves on
being able to trace our meat back to the
ﬁ eld in which the animals were reared
– our meat is tested to check breed and
lineage, not just species. Each year our
product audit team tests 20,000
products, checking the provenance of
everything from olive oil to Manuka honey.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

UK stores
Inspiring our customers

UK stores highlights

Total UK portfolio

High Street

Major

Premier

798
12
59
232
48
185

Outlet

mply Food (owned)
M&S Simply Food (owned)

Overview
Our priority over the last year has been
to ensure that we offer the very best
shopping experience to the 20 million
people who shop with us each week. We
know that our stores must inspire and
impress everyone who enters them. But
we also know that we don’t have long –
the average customer shopping in our
Womenswear department spends 24
minutes in store. That’s why we have
improved the look and feel of our stores,
sharpened up our merchandising and
improved our levels of customer service.

Store portfolio
As the high street evolves and
technology continues to change
shopping habits, we have focused on
maximising the convenience and
effectiveness of our space.

Our roll-out of M&S Simply Food stores
enables us to grow market share while
gaining a presence in towns where we
are under-represented. We opened 11,
taking our total number of wholly-owned
M&S Simply Foods to 185.

We also opened a number of larger full
line stores on retail parks, including
Durham, Bexhill and Fareham in
Hampshire. Store openings and
extensions added 260,600 sq ft
of space.

Technology means that we can extend
the product catalogue of all our stores,
whatever their size. Our popular Shop
Your Way service enables customers to
use all of our owned stores as order and
collection points for our entire product
range. Some 321 stores are equipped
with 1,500 iPads™ and 40,000 store
employees have the skills to sell from
our new website to maximise
selling opportunities.

New concept stores
We have focused on retailing basics to
help create uncluttered stores in a
two-phase modernisation programme.

Phase one is now complete, and we are
currently implementing the second phase.
Our top 70 stores now have refreshed
Womenswear departments, and we are
introducing revamped Footwear,
Menswear and Beauty departments.

By introducing high-impact entrance
zones highlighting the latest trends and
most popular lines on catwalk-style
displays, we are inspiring our customers
from the moment they enter. We are
showcasing our food better in store,
bringing theatre to our Food Halls
with cooking demonstrations and
Event Zones.

We have improved the presentation
of the clothes on display and given them
more space. Our sub-brands are
complementing, rather than competing
with, each other, helping our customers
ﬁ nd what is right for them. Within M&S
Collection, we have created a distinct
edit of each of our hero departments.
Our new look Coat, Dress and Skirt
shops have proved very popular, as has
the Cashmere shop, which we introduced
to 225 stores this year and is now in a
total of 335. We know that seven out of
10 women shop alone and our customers
have told us they are looking for helpful
advice and guidance about purchases.
We have ensured our displays are
coordinated and well-accessorised with
bags and shoes, and there are more
mannequins and outﬁ t suggestions on
display throughout the store.

Service
Our customers tell us that they want to be
served by engaged and knowledgeable
employees when they shop at M&S,
which is why we have increased training.

M&S Simply Food
mply Food
ised)
(franchised)

262

rage weekly
UK average weekly
footfall

19.5m

2.9%

“ I like the space and
displays – it’s so easy
to ﬁ nd the outﬁ ts within
each of the brands.”
M&S Customer Feedback

Over 60,000 assistants have completed
our Notice Me programme, aimed at
giving customers the personal touch.
Around 10,000 Womenswear employees

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

An M&S welcome
The new Welcome Zones in
our stores aim to inspire
customers from the second
they walk in. The areas
showcase the latest trends
and our most popular lines.

PACK
We have developed four key
priorities for our stores that
underpin the changes we
are making: Presentation,
Availability, Cross-selling
and Service, and
Knowledge. ‘PACK’ is also
central to our employee
training programme.

Customer satisfaction
In its ﬁ rst year, around
680,000 shoppers ﬁ lled out
our weekly in-depth
satisfaction survey. They tell
us they are noticing and liking
the differences in our stores.

680,000

Love Shwopping
As part of our popular
Shwopping initiative with
Oxfam, over the last two
years our customers and
employees brought a total
of 7.8 million items of
clothing into our stores
to be resold, reused or
recycled, worth £6.1m.

£6.1m

How our stores use
technology
– Our Shop Your Way
service gives our
customers ﬂ exibility,
whether they are ordering
products at home for
collection in-store or
using our Browse and
Order in-store screens for
home delivery.

– Technology has

enhanced our In Touch
initiative, ensuring our
store employees are
better connected and
informed.

– Through our Knowledge
to Share app, customer-
facing employees can
improve their know-how
of M&S products.

Our plan for the future
– We will continue to

roll-out our new store
format. Refreshed
Menswear departments
will be in our top 70
stores by Christmas,
while new Beauty
departments will reach
another 100 stores.

– Shoppers can expect to

see new products
in-store more often.

– We will ensure that the
quality of our space
improves as high streets
evolve and technology
changes shopping
habits.

– We plan to open around
368,000 sq ft of new
owned space in
2014/15.

attended our inaugural Fashion Camp last
summer to learn about the changes we
had made, and the second phase of this
training will take place this summer.
Internal communication has also
improved. We introduced a new app for
our retail team to use on store visits to
ensure we are always looking at our
stores from a customer’s point of view.
By collating feedback for the store
manager on presentation, availability,
service and knowledge, we can be sure
customers get a consistent experience.

The work going on behind the scenes to
overhaul our supply chain has given store
employees more time to serve customers.
Moving to a push allocation system,
whereby stock is replenished
automatically, has freed up salesﬂ oor
employees while also leading to improved
availability and fewer mark-downs.

Sustainable stores and engaged

employees
In the seven years since it launched,
Plan A has become part of the rhythm
and routine of our store development
programme. We are currently piloting

four sustainable M&S Simply Food stores
and are introducing aspects of our
Cheshire Oaks store – one of the world’s
largest green stores – into new openings.
Throughout M&S, employees remain
actively involved with local charities. In
September, all our Cafés and Food Halls
took part in Macmillan Cancer Support’s
‘World’s Biggest Coffee Morning’,
contributing £800,000 of the total £1.2m
M&S helped raise for the charity
this year.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

M&S.com
Transforming our business

M&S.com highlights

Sales

£800.1m

22.8%

Weekly site visitors

5.5m

7.8%

Mobile and tablet sales increase

99.4%

Laura Wade-Gery
Executive Director,
Multi-channel E-commerce

Overview
This has been a landmark year for M&S
as two world-class infrastructure
projects went live: our new M&S.com
website and our 900,000 sq ft
distribution centre at Castle Donington.
Both developments represent major
milestones on our journey to becoming
an international, multi-channel retailer.
They also highlight the rapid pace of
change that is running through M&S. As
we completed this transformative work,
we continued to see a very strong
performance from our website, with
sales rising 23%, ahead of the market.
Our online business now accounts for
16% of our General Merchandise sales,
up from 13% last year, and we have over
5.5 million visitors to our UK site each
week. Our multi-channel strategy
focuses on meeting customers’ needs as
shopping habits change and technology
evolves. Multi-channel shopping
presents us with enormous growth
opportunities and we will put our
customers at the heart of our offer as we
adapt and change. Whether customers
are shopping in-store, online or with
tablets and mobiles, we want to offer
them an inspiring, convenient and
service-driven experience.

Our new ﬂ agship
M&S.com is our ‘ﬂ agship’; not just our
biggest store, it is also the best
expression of today’s M&S and a 24/7
window to our products and style
perspective. The industry-leading site,
which went live in February, was built
around the customer, following over two
years of development and testing.

As well as including an improved search
function, better browsing options and

product images that are 50% bigger, the
site brings our brand to life with bold
imagery and regularly updated editorial
content. We have also introduced a
range of interactive services to create a
richer buying experience. We are
providing clearer, more consistent
product information and offering a better
view of stock availability, which is
refreshed every 15 minutes and live at
checkout, ensuring customers can buy
with conﬁ dence.

Unlike the previous website which ran
on an Amazon platform, M&S.com is
now wholly run by us, giving us
complete control over presentation
and delivery options.

Each of our customers shops our
website in a multitude of ways, whether
they are buying something via their
desktop computer or browsing on a
tablet at home. We have designed the
site to be ﬂ exible and to cater for their
many needs, both now and in the future.

Feedback about M&S.com from
customers and industry experts has
been extremely positive.

The website has been built to allow us
to make continual improvements as our
business develops, ﬂ exing and adapting
to future requirements and our
customers’ needs.

Castle Donington
The new website is only half of the story
— it is backed up by our new distribution
centre at Castle Donington, which
opened in May 2013.

The fully automated centre will build its
capacity ahead of peak trading this
Christmas, when it will be capable of
processing 750,000 items a day.

Castle Donington forms part of our
ongoing plan to replace 110 smaller

Style Adviser
Our Style Adviser service allows
customers to create a personal online
proﬁ le. Once created, they will be
treated to recommendations to suit
their shape, style and personality.

warehouses. This move to a single-tier
network will provide us with a modern,
ﬂ exible infrastructure designed precisely
for our needs.

Growth opportunities
We know that we can signiﬁ cantly
increase the number of people who shop
via M&S.com. Of the 34 million people
who shop in our stores every year,
around 6.7 million also shop using our
website. Whilst 8.3 million of our
customers do not shop online at all, that
still leaves over 19 million M&S
customers who shop online but are yet

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Shopping by outﬁ t
With around 40% of our
customers shopping for
outﬁ ts, the new site has a
number of features to help
them put these together.
These include ‘Style With’
recommendations, where
shoppers can browse by
trend, occasion or as a
personalised
recommendation.

40%

A strong point of view
M&S.com is about more
than selling our products – it
is about sharing our point of
view. Our specialist editorial
team provides stimulating
content on the website’s
Style & Living editorial hub.

Kalverstraat
Our ‘bricks and clicks’
multi-channel strategy
extends overseas. We
opened a new concept
store showcasing our latest
digital innovations on
Kalverstraat in Amsterdam,
which features the world’s
ﬁ rst Virtual Rail.

Taking the tablets
– Just under 30% of our
online sales are made
through iPads™ and
other tablets, up from
just 5% two years ago.

– The peak time for tablet
usage by our customers
is between 8pm and
9pm.

– We’ve launched a
dedicated tablet
platform and updated
versions of all our
mobile sites and apps.
We will continue to
develop these as
shopping habits evolve.

Our plan for the future
– Our delivery times will
become faster as we
continue to leverage the
efﬁ ciencies of Castle
Donington.

– We will continue to
foster in-house
innovation through our
Digital Lab, seeking to
develop ﬁ rst-to-market
e-commerce
technologies.

– We will continue to edit
M&S.com and publish
inspirational content,
reﬁ ning and extending
the site’s content to
meet people’s changing
needs.

– We will continue our
international growth
through both local
language sites and
deliveries from
M&S.com.

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to shop online with us. They represent
our biggest opportunity for growth.
New websites can typically take some
months to settle and we deliberately
slowed down marketing activity during
the launch period. This was reﬂ ected in
the post-launch performance during Q4.
As our website settles in the coming
months, we aim to build growth again
and we are well set up to capitalise on
this opportunity.

But the site is not merely an extra
channel, it is also a way of increasing
loyalty and spend per head: customers
who shop both online and in-store spend

signiﬁ cantly more with us, appreciating
the extended hours and reach of the
internet, alongside the social and
traditional shopping experience of our
stores. It is therefore a crucial tool for
driving sales.

Doing the right thing

M&S.com now includes a range of
symbols that highlight products with Plan
A qualities, for example where a product
is Fairtrade or uses sustainable materials,
helping customers make informed
decisions. In partnership with Remploy,
we recruited over 110 of our Castle

Donington employees through Marks &
Start Logistics, the extension of our
Marks & Start employability scheme,
which helps people with disabilities and
health conditions into work.

Business resilience

With M&S.com, we have migrated from
the third-party Amazon platform to our
own, bespoke platform, which puts us
fully in control of how the site functions
and evolves. Our 24/7 command centre
constantly manages the customer
experience from end-to-end and ensures
the site runs smoothly at all times.

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Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

International
Growing our presence
overseas

International highlights

International revenue

£1.2bn

6.2%

Stores

455

37 net new stores

Territories

3 new markets

Overview
Over the year, sales in our International
business rose by 6.2% to £1.2bn, driven
by strong growth in our priority markets
of India, Russia, China, the Middle East
and Western Europe. We opened 55
new stores, and now trade from 455
stores in 54 territories. Our strategy
remains one of delivering capital-light
expansion in a manner appropriate to
each individual market, whether through
franchise agreements, partnerships or
wholly-owned stores. We aim to offer our
customers consistent store environments
wherever in the world they shop. We also
carefully edit our product ranges to suit
each market.

A strong, international team
We have structured our international
team to give us a better understanding of
our markets and better control of our
product catalogue. The team has
focused on improving the
responsiveness between our overseas
stores and the UK.

Today’s international leadership team has
a stronger overseas background than in
previous years. Between them, the team
speak 14 languages and have worked in
32 markets.

Priority markets
Our performance in Asia remains strong.
We continue to grow ahead of the
competition in India, where we saw
double-digit like-for-like growth. Over
the year, we opened 10 Indian stores
through our partnership with Reliance
Retail, taking our total number of stores
to 38. In November, we announced plans
to double our Indian presence by 2016,
which will make it our biggest
international market.

Our operation in China is moving in the
right direction, although the performance
of our 15 stores has been mixed. We
saw strong results from our Hong Kong
stores and our ﬂ agship Shanghai stores
continued to perform well. In April, we
announced plans to focus on our
centrally-located Shanghai stores and to
open ﬂ agships in other cities, including
Beijing and Guangzhou. We also
announced plans to ﬁ nd a local partner
to support this roll-out – in a country as
diverse as China, local knowledge and
experience is key.

Sales in the Middle East grew by 2.6%.
In February, we unveiled our largest
international store, a 72,000 sq ft ﬂ agship
in Kuwait. This year also saw our ﬁ rst
store in Lebanon and a new ﬂ agship
in Cairo. All three stores were opened
with our long-term franchise partner,
Al-Futtaim Group, which operates 25
stores across eight markets. We also
worked with another key franchise
partner, FIBA, which operates 100 M&S
stores, on the modernisation of our
Europeyskiy store in Moscow. Overall,
we aim to increase the proportion of our
international revenue that comes from
franchised stores, as part of our strategy
for capital-light international growth.

The Netherlands and France were the
focus of our European growth, where
sales rose by 3.9%. We opened our
largest continental European store in a
prime location in The Hague, which
includes an M&S Cafe and in-store
Bakery. We also opened our fourth full
line store in Paris in the Beaugrenelle
mall, with our largest Food Hall outside
of the UK and Ireland. Our presence in
France will grow strongly. A partnership
agreement with Relay France will see us
open 10 Food stores at key travel
locations in Paris by 2018, while our

Bricks and clicks
Our international ‘bricks and
clicks’ strategy offers
customers the best of online
and physical retailing. Our
eight European websites
have high conversion rates,
while our site on TMall in
China receives positive
customer service reviews.

“ M&S Den Haag is
a beautiful store,
with an even better
Food Hall and the
clothes are lovely.”

M&S Customer Feedback
Twitter

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Bandra
In November, we opened
our largest store in India in
Bandra, Mumbai. Ranges
in the 35,000 sq ft store
include our exclusive Savile
Row Inspired collection of
men’s suits.

35,000 sq ft

UNICEF

We launched our ﬁ rst ever
co-ordinated fundraising
challenge with UNICEF to
raise money from our
international stores.

Lingerie and Beauty
We opened our ﬁ rst
standalone Lingerie &
Beauty store in Saudi Arabia
with our long-term franchise
partner, Al Hokair.

International tastes
– We have expanded our

fresh food offer so
customers from Prague
to Hong Kong can buy
fresh M&S food daily.

– We will open around 20
Food Stores in Paris
over the next three years
which will make France
our largest food market
outside the UK.

– We sell more clotted

cream in our Kalverstraat
Store and more crumpets
and curries in our
Beaugrenelle, Paris, store
than anywhere else in our
global store network.

Our plan for the future
– We will open 250

international stores over
the next three years
focusing on priority
markets: India, China,
Russia, the Middle East
and Western Europe.

– We will strengthen our

relationships with
existing franchise
partners and build
relationships with new
ones. 60% of openings
over the next three years
will be franchise stores.

– We will expand in

Western Europe with a
‘bricks and clicks’
approach by opening
ﬂ agship stores, supported
by Food stores and an
online offer.

partnership with SFH Invest will see
over 20 stores open by 2021.

Sales improved in the Czech Republic
and Greece following action to address
the stores’ performance. We are
reviewing our store portfolio in Central
and Eastern Europe to ensure we are in
the right locations in key cities. After a
strategic review of our stores in the
Republic of Ireland, where the economy
remains challenging, we took the difﬁ cult
decision to close four. We remain
committed to the business and will invest
in our remaining stores, and open a new
ﬂ agship in Limerick in 2016.

Doing the right thing

Due to our broad reach, we can’t take a
‘one size ﬁ ts all’ approach to Plan A
across all our territories. So we adapt it
to suit local markets. By establishing a
minimum set of criteria in each location,
we can work towards our environmental
and ethical goals in a realistic way with
local partners. Some of our leading
campaigns, like clothes recycling, will
be rolled-out internationally. Our
employability programme, Marks & Start
International, runs in certain stores and
suppliers’ factories overseas.

Strong partnerships

We know that the infrastructure in some
of our emerging markets and the
challenges of entering new markets
could affect our ambition to be a leading
international, multi-channel retailer. Local
knowledge and strong partnerships are
therefore essential. That’s why we work
closely with our trusted overseas
partners, who know the markets and
can take decisive action should
problems arise.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Our people
Engaging our employees

Our people highlights

Average number of employees*

Employee engagement score

85,813
80%
1.5

per customer assistant

Training and development days

* This ﬁ gure represents the average total number of
employees throughout the year and accounts for
seasonal ﬂ uctuations.

Overview
Our people are at the heart of what
makes M&S different. As we continue to
transform the business, we have worked
hard to ensure that we have the
capabilities in place to drive the
company forward. We have continued to
make sure that our 86,000 employees
throughout the business are conﬁ dent,
engaged and knowledgeable. As the
retail landscape evolves, we continue to
train our colleagues in the latest digital
developments in retail. But despite
changing shopping habits, we know that
customers still want the personal touch.
That’s why our store employees are as
dedicated as ever to providing
exceptional levels of customer service.

An engaged, positive team
It is crucial that all our people
understand our priorities and objectives,
and that they are engaged with the
ongoing transformation of the business.
Our annual ‘Your Say’ survey shows we
are achieving this – levels of engagement
among our employees grew by 2% on
last year to 80% and our overall positivity
score also rose compared to last year.
Meanwhile, 95% of our employees said
that they regularly look for ways to better
serve our customers.

An increasing number of store employees
said that their store managers are
making more time to keep them
informed about the Company’s overall
performance and plans. This ﬁ ts in with
our belief that knowledge bolsters
conﬁ dence, which in turn leads to
increased levels of customer service and
employee motivation.

Our ‘Your Say’ survey was conducted
online this year for the ﬁ rst time, making
it easier for our international colleagues
to participate. We were pleased that the
response rate rose by 2% compared to
last year following this change.

Bolstering our capabilities
As technology continues to change the
way that our customers shop, we are
building our in-house skills to ensure we
have the capabilities to evolve with the
retail landscape. We have also actively
looked to recruit people from outside
the company with skills to suit the new
environment. From designers to online
editors to copywriters, we have
substantially bolstered our digital
team. For example, the recent launch of
M&S.com saw us create a 50-strong
software development team. Our 2014
Graduate Scheme and Business
Placement Programme offered over 200
opportunities across our stores and
ofﬁ ce locations, and our IT software
engineer scheme was one of our biggest
graduate programmes for the second
year running.

We also enhanced our leadership team
with a number of senior appointments
and around two-thirds of our top 100
managers have international experience.

Transformation
As part of the ongoing transformation of
M&S over the last year, we looked at how
we could become more connected with
each other and with our customers. Over
60,000 of our store colleagues
have been involved in the ‘Notice Me’
programme to continue to improve the
in-store customer experience. The
majority of our senior leaders have also
attended development days to support
them in leading the way in a multi-
channel, international business and
responsible leadership.

Youth employment

Youth unemployment remains one of the
biggest social issues that the UK faces.
That is why this year we have provided
over 1,450 16-25 year-olds with
vocational work experience through our

GM Apprenticeships
To build a pipeline of future
talent we have taken on
nine GM technologist
apprentices. They split
their week between M&S
and Fashion Enter, one of
our clothing suppliers
based in London.

“ The most valuable and
truly lasting thing I’ve
gained is self-belief.
Make Your Mark has
proved such a lifeline
for me and I would
strongly recommend it.”
Hannah Fallis
Trainee Visual Merchandiser,
M&S Omagh

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Employee diversity as at year end
Total employees
Female 58,552
Male 21,414

Female 72
Male 120

Total Senior Managers

Total Board
Female 4
Male 10

73.2

37.5

28.6

.8%

6
2

79,966

192

62 . 5 %

1.4%

Staying connected
– Our employees have

access to Yammer, an
internal social network,
which allows them to
ask and answer
questions, join groups
and post comments.

– We keep our employees
informed about which
products have made the
headlines through our
weekly press summary
that goes to all our
stores.

– Our In-Touch

programme includes
weekly video downloads
to help employees stay
in touch with what’s
happening across the
business.

Our plan for the future
– We will drive a

performance culture by
continuing to nurture
talent within M&S, as
well as recruit skilled
people from outside
the business.

– As digital technology

continues to change the
way that people shop,
we will train our
employees with the
relevant skills needed
to serve customers.

– We will continue to
embed clear, core
M&S values across
our business.

BIKE 24
1,300 employees
participated in BIKE 24, a
24-hour charity cycle event,
and a further 60 cycled from
‘Arc to Arch’ – from our
Champs Elysées store to
our Marble Arch store. They
raised £942,000 for ﬁ ve
charity partners.

£942,000

Inspiring Women’s
Network
One of our non-executive
directors, Martha Lane Fox,
the co-founder of lastminute.
com, spoke at the launch
event of our women’s
leadership network, which
aims to inform and inspire
our people.

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new Make Your Mark scheme. The
four-week programme, which we
launched last summer in partnership
with The Prince’s Trust, aims to ﬁ ll the
skills gap that prevents so many young
people from ﬁ nding work.

Make Your Mark was inspired by our
Marks & Start employability scheme,
which has helped 6,000 people take
their ﬁ rst steps into the jobs market
since it launched a decade ago. Our
pioneering approach has also been
mirrored in the launch of a scheme,
Movement to Work, which M&S is part
of along with 14 other companies.

Supporting our communities
Helping in the community is a key strand
of Plan A. To this end, we offer all our
employees one day’s paid time off so
that they can take part in volunteer
activities. Last November, 600 IT
employees from M&S and our suppliers
joined forces to take part in one of the
biggest ever volunteer programmes in
the IT industry, training IT Ambassadors
in schools and helping elderly people
enjoy the social beneﬁ ts of getting online.
In April, thousands of employees and
customers took part in our annual

Big Beach Clean-up, which cleared
litter from 140 UK beaches and canals.
During the day, which was run in
partnership with the Marine Conservation
Society and the Canal & River Trust, we
cleared 25 tonnes of litter, equivalent to
3,969 black bags.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Financial review

focused on our successful M&S Simply
Food format and there will be no net
new space in GM.

Last year, we stated that 2013/14
was the ﬁ nal year of signiﬁ cant
capital expenditure. Through prudent
management we saw capex this year
of £710m, behind previous guidance
of £775m. Over the last three years,
we have invested to transform M&S – to
drive reappraisal of our brand and create
a strong and efﬁ cient platform to drive
sustainable long-term growth. However,
from 2014/15 we expect capex to fall
to c.£500m to £550m per annum.

Creating an agile infrastructure –
ﬁ t for the future
2013/14 has been a landmark year in the
transformation of our infrastructure and
operational capabilities. In February
2014, we completed the transition from
Amazon to an M&S-owned platform.
The site has been built on a ﬂ exible
technology platform to enable continual
improvement in line with changing
consumer and technology trends.
This agile infrastructure, coupled
with increased in-house software
development capabilities, will allow
efﬁ cient evolution of the site and help
avoid future peaks in capital investment.

Since its launch in May 2013, we have
been building capacity at our major
distribution centre at Castle Donington.
As we continue to increase activity
ahead of the peak Christmas trading
period, we will deliver further
improvements to our delivery
proposition.

This is underpinned by the work we are
doing to simplify our IT and management
systems and create a best-in-class
supply chain from end-to-end. The
restructure of our supply chain has made
us a more efﬁ cient business, ensuring
M&S is well set up for the future retail
landscape.

Dividend policy and capital structure
The Board is committed to a progressive
dividend policy with dividends broadly
twice covered by earnings. The Board is
also committed to an investment grade
rating, and intends to operate with a
net debt/EBITDA ratio within the
range 2.0x–1.5x.

Strengthening our ﬁ nancial position
In line with our commitment to maintain
an investment grade credit rating and a
progressive dividend policy, we have

funded our investment through existing
cash ﬂ ows.

We have maintained a strong balance
sheet, improving our net debt position
to £2.46bn, down from £2.61bn last year.
Over the course of the year, we have
seen the Group’s average cost of funding
improve to 5.4%, down from 5.9% last
year. Fixed charge cover is 3.4 times,
broadly level with last year. This gives
signiﬁ cant headroom compared with
2.75 times required by the covenant
on our bonds.

Sustainable reporting
M&S has long been an advocate of
the value created through sustainable
business practice. Through our
commitment to Plan A – our eco and
ethical plan – we have adopted more
efﬁ cient processes and created new
revenue streams, and this year have
delivered a net beneﬁ t of £145m,
which has been invested back
into the business.

As members of the International
Integrated Reporting Council and
members of the Prince’s Accounting
for Sustainability Project (A45) CFO
Leadership Network, we are committed
to sustainable reporting principles and
embedding sustainability into decision
making. For example, this year we have
included further information about the
broader value outputs created through
M&S’s business activities within our
business model on page 6. This includes
our 1.5 days worth of training received by
every customer assistant through to
details of our total cash tax contribution
to the UK Exchequer. For 2013/14 our
contribution was £831m; split between
taxes borne by the company of £372m,
and taxes attributable to our economic
activities collected on behalf of the
government of £459m.

marksandspencer.com/corporate

Our plan for the future

– With our last signiﬁ cant year of capital
investment behind us we believe we
have created a strong and agile
platform from which to grow
efﬁ ciently.

– We have shared plans to deliver

progressive improvement in margin
over coming years.

– Through this activity we will improve

our free cash ﬂ ow.

– We are targeting a net debt/EBITDA
ratio within the range 2.0x–1.5x.

Alan Stewart
Chief Finance Ofﬁ cer

Throughout the year, M&S has performed
satisfactorily in a challenging marketplace.
We delivered sales of £10.3bn, 2.7% ahead
of last year. In 2013/14 our underlying
proﬁ t was £623m, down 3.9% on last
year, with underlying earnings per share
at 32.2p, up 0.9% on last year.

Whilst the transformation of M&S to an
international, multi-channel retailer has
progressed, we have addressed the
short-term market challenges through
prudent ﬁ nancial management.

During the past year the retail landscape
has been highly promotional and this
environment impacted our General
Merchandise margin. Whilst we were
required to respond to the marketplace,
we worked hard to mitigate the impact
through markdown clearance. Within
Food, we have offset commodity price
increases through effective promotional
activity, increased volumes, and by
working closely with our suppliers
to deliver further efﬁ ciencies.

Over the course of the year, our
UK operating costs have been well
managed, up 3.5% against last year.

Investing in our future
In line with our strategic ambitions,
we have seen strong growth in both
our International and M&S.com
businesses. M&S.com delivered sales
of £800.1m, up 22.8% on last year. In
International, we saw sales reach £1.2bn,
up 6.2% on a constant currency basis.
Despite new store opening costs within
our owned businesses, International
operating proﬁ t increased 4.6%.

This year we added 1.8% new UK selling
space and expect space to increase by
1.0% in 2014/15. This growth will be

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Summary of Results

Group revenue
UK
International

Underlying operating proﬁ t

UK
International

Underlying proﬁ t before tax
Non-underlying items
Statutory proﬁ t before tax
Underlying basic earnings per share
Basic earnings per share
Dividend per share (declared)

52 weeks ended

29 March
2014
£m

30 March
2013
restated*
£m

10,309.7 10,026.8
8,951.4
1,075.4
778.6
658.4
120.2
648.1
(100.9)
547.2
31.9p
28.3p
17.0p

9,155.7
1,154.0
741.9
619.2
122.7
622.9
(42.5)
580.4
32.2p
32.5p
17.0p

%
variance

+2.8
+2.3
+7.3
-4.7
-6.0
+2.1
-3.9

+6.1
+0.9
+14.8

* The Group has adopted the revised IAS 19 ‘Employee Beneﬁ ts’ which has retrospective application and has resulted in the restatement of last year’s results (last year reported underlying
proﬁ t before tax £665.2m and statutory proﬁ t before tax £564.3m).

Revenues
Group revenues were up 2.8% (+2.7% on a constant currency
basis), driven by good performance across both the UK and
the International business.

UK revenues were up 2.3% in total with a like-for-like
increase of 0.2%. We added 1.8% of space, 1.6% in General
Merchandise and 2.3% in Food, on a weighted average basis.

International revenues were up 7.3% (6.2% on a constant
currency basis).

Operating proﬁ t
Underlying operating proﬁ t was £741.9m, down 4.7%.

In the UK, underlying operating proﬁ t was down 6.0% at
£619.2m. Gross margin was down 20bps at 40.6%. General
Merchandise gross margin was down 110bps at 50.7% as a
result of increased markdown and promotional cost due to the
highly competitive market during the year. Food gross margin
was up 80bps at 32.5% due to supply chain efﬁ ciencies and
effective management of promotional activity more than
offsetting commodity price inﬂ ation.

UK underlying results for the year include the previously
disclosed double running costs, which were partially offset by
credits in the year relating to changes in accounting estimates.

Underlying UK operating costs were up 3.5% to £3,159.6m.
A breakdown of the costs is shown below:

52 weeks ended

29 March
2014
£m

978.8
1,054.4
445.5
147.7
533.2
3,159.6

30 March
2013
restated*
£m

931.3
1,030.7
405.1
155.3
530.4
3,052.8

%
variance

+5.1
+2.3
+10.0
-4.9
+0.5
+3.5

Retail stafﬁ ng
Retail occupancy
Distribution
Marketing and related
Support
Total

* Restated from the reported £3,049.8m as a result of adoption of the revised IAS 19
‘Employee beneﬁ ts’.

Retail stafﬁ ng costs increased as a result of our investment in
store stafﬁ ng in order to improve customer service. In addition,
costs were impacted by pension auto-enrolment, as well as
growth in selling space and the annual pay review.

The increase on occupancy costs reﬂ ects new space, rent,
rates and utilities inﬂ ation, as well as double running costs
associated with the new M&S.com platform.

During the year we opened the new EDC/NDC, and in addition
to the resulting double running costs, also saw distribution
costs rise as a result of higher volumes in multi-channel
and Food.

Marketing and related cost reduction reﬂ ects a decrease in the
number and a change in approach to marketing campaigns in
both General Merchandise and Food. Support costs increased
due to salary and pension costs, as well as higher IT costs
associated with the launch of the new web platform.

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Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

The underlying UK operating proﬁ t includes a contribution
from the Group’s continuing economic interest in M&S Bank
of £57.2m (last year £51.1m).

International underlying operating proﬁ t was up 2.1% (up 4.6%
on a constant currency basis). Franchise operating proﬁ ts were
up 7.4% to £114.2m, with improvements across all regions.
Owned store operating proﬁ ts were down 38.1% to £8.5m,
due to start-up costs of new stores in priority markets
including Western Europe and India, as well as continued
macroeconomic pressure in the Republic of Ireland.

Non-underlying proﬁ t items

Strategic programme costs are the cost of implementing the
Focus on the UK element of the strategy announced in
November 2010. We do not anticipate incurring any further
costs in relation to this programme.

The reduction in the fee income received from M&S Bank is
due to M&S Bank’s potential redress to customers in respect
of possible mis-selling of ﬁ nancial products, as previously
announced. M&S Bank recognised a further estimated liability
in the year.

Net ﬁ nance costs

Proﬁ t on property disposal
One-off pension credits (UK and Ireland)
Interest income on tax repayment net of
fees
Restructuring costs
International store review
Fair value movement of embedded
derivative
Strategic programme costs
Fair value movement on buy back of
puttable callable bonds
Reduction in M&S Bank income
Total non-underlying proﬁ t items

52 weeks ended

29 March
2014
£m

30 March
2013
£m

82.2
27.5
3.3

(77.3)
(21.9)
(3.5)

(2.0)
–

–
–
–

(9.3)
–
5.8

(6.6)
(75.3)

(50.8)
(42.5)

(15.5)
(100.9)

Interest payable
Interest income
Net underlying interest payable
Pension ﬁ nance income (net)
Unwinding of discount on partnership
liability
Unwinding of discounts on ﬁ nancial
instruments
Underlying net ﬁ nance costs
Fair value movement on buy back of
puttable callable bonds
Interest income on tax repayment
Net Finance Cost

52 weeks ended

29 March
2014
£m

(121.1)
8.4
(112.7)
11.7
(17.8)

30 March
2013
restated*
£m

(125.3)
5.3
(120.0)
7.1
(16.6)

(0.2)

(1.0)

(119.0)
–

(130.5)
(75.3)

4.9
(114.1)

–
(205.8)

The proﬁ t on property disposal relates to the sale of a
warehouse site and mock shop in White City for a total
consideration of £100m, with £25m received on completion
and the remaining consideration deferred over three years. The
property has been leased back to Marks and Spencer plc for
a period of ﬁ ve years on an operating lease basis.

The one-off pension credit in Ireland of £17.5m has arisen as
a result of changes to the Marks and Spencer Ireland deﬁ ned
beneﬁ t scheme rules. In the UK, the one-off pension credit
of £10.0m has arisen as a result of ceasing to grant pension
increases to transferred-in pensions for all members in the
UK deﬁ ned beneﬁ t scheme.

Interest income on tax repayment relates to a successful
tax litigation claim and is presented net of related fees.

Restructuring costs relate to the Group strategy of transitioning
to a one-tier distribution network and the associated closure
costs of legacy logistics sites (£53.2m) and restructuring costs
incurred in Ireland, including the closure costs of four stores
and redundancies (£24.1m).

International store review relates to the impairment of assets
(£13.6m) and onerous lease provisions (£8.3m) in poor
performing international stores in non-strategic locations in
China and the Czech Group.

The fair value movement on the embedded derivative is driven
by a decrease in the expected RPI rate.

* Restated from the reported £191.7m as a result of adoption of the revised IAS 19
‘Employee beneﬁ ts’.

The net underlying interest payable was down 6.1% (£7.3m)
at £112.7m as a result of a higher proportion of ﬂ oating debt
and lower cost of funding of 5.4% (last year 5.9%). Underlying
net ﬁ nance costs were down £11.5m to £119.0m due to an
increase in pension interest income as a result of favourable
movement in the net pension beneﬁ t.

Statutory proﬁ t before tax
Statutory proﬁ t before tax was higher at £580.4m (last year
£547.2m) after a reduction in net non-underlying charges.

Taxation
The full year underlying effective tax rate was 18.8% (last year
22.7%) and statutory effective tax rate was 12.8% (last year
18.7%). The non-underlying adjustment to the tax charge
principally arises from the successful outcome of litigation in
relation to the Group’s claim for UK tax relief of losses of its
former European subsidiaries (£18.5m).

Earnings per share
Underlying basic earnings per share increased by 0.9% to 32.2p
per share. Statutory basic earnings per share increased by 14.8%
to 32.5p per share. The weighted average number of shares in
issue during the period was 1,615.0m (last year 1,599.7m).

Dividend
The Board is recommending a ﬁ nal dividend of 10.8p per share.
This will result in a total dividend of 17.0p, in line with last year.
The Board’s dividend policy remains unchanged; a progressive
policy with dividends broadly twice covered by earnings.

Strategic report

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Capital expenditure

Focus on the UK
Multi-channel
New stores
Store modernisation programme
International
Supply chain and technology
Maintenance
Proceeds from property disposals
Total capital expenditure

52 weeks ended

29 March
2014
£m

30 March
2013
£m

138.2
96.8
89.4
25.0
69.0
249.4
67.2
(25.0)
710.0

197.4
75.3
94.1
85.7
53.7
247.2
67.9
–
821.3

We continued to invest in our UK stores in order to create a
more inspiring environment. The ﬁ rst phase of the new store
layout concept has now been completed.

Last year we completed the signiﬁ cant investment in improved
multi-channel capabilities with the launch of our new web
platform in February.

We added 1.8% of selling space in the UK (on a weighted
average basis), trading from 16.6m square feet at the end of
March 2014. We opened a net 32 new stores during the year,
including 28 M&S Simply Food stores. In our International
business, space increased by c.10%.

We continued to invest in our supply chain and technology in
line with our strategy to build an infrastructure ﬁ t to support
the future growth of the business. Our new EDC/NDC in
Castle Donington opened in May.

Cash ﬂ ow and net debt

The Group reported a net cash inﬂ ow of £154.3m (last year
outﬂ ow of £67.2m). This inﬂ ow reﬂ ects a £213.1m reduction
in capital expenditure and a £60.1m decrease in interest
and taxation. This is partly offset by a £22.1m reduction in
underlying EBITDA, a £21.1m increase in pension funding
driven by auto-enrolment to the deﬁ ned contribution scheme
and a £27.4m reduction in the working capital inﬂ ow.

In March 2014, the Group repaid a £400m bond from existing
facilities and operating cash.

Pensions
At 29 March 2014, the IAS 19 net retirement beneﬁ t surplus
was £189.0m (last year £236.0m). The decrease is due to a
£200.6m reduction in the market value of scheme assets partly
offset by a decrease in the present value of scheme liabilities
due to an increase in the discount rate from 4.30% to 4.45%.

The investment strategy of the UK deﬁ ned beneﬁ t scheme has
hedging that covers 80% of interest rate movements and 84%
of inﬂ ation movements which aims to reduce signiﬁ cant
ﬂ uctuations in the scheme assets relative to the liabilities.

The most recent actuarial valuation of the UK Deﬁ ned Beneﬁ t
Pension Scheme was carried out at 31 March 2012 and
showed a deﬁ cit of £290m. As a result, a funding plan of £112m
cash contributions was agreed with the Trustees. The Group
has contributed c.£28m to the UK Deﬁ ned Beneﬁ t Scheme on
31 March 2014 and expects to contribute an additional c.£28m
each year until 31 March 2017. The difference between the
valuation and the funding plan is expected to be met by better
than expected investment returns on the scheme’s assets.

The Strategic Report was approved by a duly authorised
Committee of the Board of Directors on 22 May 2014,
and signed on its behalf by

Underlying EBITDA
Working capital
Pension funding
Capex net of disposals
Interest and taxation
Dividends and share issues/purchases
Net cash inﬂ ow/(outﬂ ow)
Opening net debt
Exchange and other movements
Closing net debt

52 weeks ended

29 March
2014
£m

1,219.7
47.9
(92.0)
(616.6)
(175.2)
(229.5)
154.3
(2,614.3)
(3.6)
(2,463.6)

30 March
2013
restated*
£m

1,241.8
75.3
(70.9)
(829.7)
(235.3)
(248.4)
(67.2)
(2,463.1)
**
(84.0)
(2,614.3)

Free cash ﬂ ow pre dividends

427.9

204.1

* Restated as a result of adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ in relation to
underlying EBITDA and working capital.

** Opening net debt in FY2013 has been restated to reﬂ ect the impact of the change in

terms of the property partnership in May 2012, which resulted in £606.0m being
transferred from reserves to liabilities.

Alan Stewart
Chief Finance Ofﬁ cer

22 May 2014

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Board of directors

Robert Swannell
Chairman I
Appointed:
Chairman in Jan 2011,
non-executive director in
Oct 2010
Experience: Robert is a
Chartered Accountant
and Barrister. He

Marc Bolland
Chief Executive Ofﬁ cer
Appointed: May 2010
Experience: Marc
joined M&S from
Morrisons where, as
CEO, he successfully led
the development and
implementation of its

possesses a wealth of knowledge of many different
business sectors, banking and the City acquired
over a 33-year career in investment banking and
extensive government and regulatory experience
from roles with BIS, the Take-Over Appeal Board
and the FCA. His signiﬁ cant board experience
covers a diverse range of industries including retail,
private equity and real estate. His leadership in the
area of governance promotes robust debate and
drives a culture of openness in the boardroom. He
was previously Senior Independent Director of both
British Land and 3i Group and Chairman of HMV.
Other roles: Non-executive director of the
Shareholder Executive, Chairman of the Governing
Body of Rugby School, Trustee of Kew Foundation.
Committees: Nomination (Chairman)

long-term strategy, turning around the business.
Prior to this, Marc built up signiﬁ cant consumer
marketing and international experience at
Heineken NV, which he joined in 1987. He was
appointed to Heineken’s Board in 2001, with
responsibility for global marketing and the regions
of Western Europe, the USA, Latin America and
North Africa, becoming Chief Operating Ofﬁ cer
in 2005. As CEO, Marc continues to work with
the Board in developing and implementing
our strategy to become an international,
multi-channel retailer.
Other roles: Non-executive director of Manpower
Inc (USA), Honorary Vice President of UNICEF UK
and Director of the Consumer Goods Forum.
Committees: Nomination

Alan Stewart
Chief Finance Ofﬁ cer
Appointed: Oct 2010
Experience: Alan brings
extensive corporate
ﬁ nance and accounting
experience in highly
competitive industries as
varied as retail, travel and
banking. Alan joined M&S from the aircraft leasing
company AWAS Aviation Capital, where he was
Chief Financial Ofﬁ cer. Alan previously spent nine
years in investment banking at HSBC before
joining Thomas Cook in 1996, where he held a
number of senior roles including Chief Executive
of Thomas Cook UK and Group Chief Financial
Ofﬁ cer of Thomas Cook Holdings. Following
his appointment as Group Finance Director of
WH Smith plc in 2005, Alan played a central role
in improving the Group’s ﬁ nancial performance.
He was previously a non-executive director of
Games Workshop Group plc.
Other roles: Alan will join Diageo plc as
non-executive director on 1 September 2014.

Patrick Bousquet-
Chavanne
Executive Director,
Marketing and Business
Development
Appointed: July 2013
Experience: Patrick
joined M&S in September
2012 as Director of

Strategy Implementation and Business
Development and has played a key role in creating
the new marketing strategy for Womenswear. He
continues to lead the transformation of M&S’s
in-store environment and the publishing strategy
for M&S.com. Patrick’s extensive experience of
the consumer goods industry was built up over a
career spanning more than 25 years, with 15 spent
in senior global brand management positions in
London, Paris and New York. He joined Estée
Lauder in 1989 as Vice President and General
Manager of Aramis International and was
appointed to Lauder’s executive committee in
1998. He was Group President of the Estée Lauder
Companies from 2001 to 2008.
Other roles: Non-executive director of
Brown-Forman Inc.

Laura Wade-Gery
Executive Director,
Multi-channel
E-commerce
Appointed: July 2011
Experience: Laura has
considerable retail and
consumer experience,
including signiﬁ cant

John Dixon
Executive Director,
General Merchandise
Appointed: Oct 2012
Experience: John has a
wide range of retail and
product experience
acquired from across the
business. John began his

Steve Rowe
Executive Director, Food
Appointed: Oct 2012
Experience: Steve
joined M&S in 1989 and
progressed through a
variety of roles within
store management
before moving to Head

career with M&S in store management in 1986
before moving to Paris, where he spent three years
in various commercial roles at M&S’s European
stores and Paris Head Ofﬁ ce. He joined the UK
Head Ofﬁ ce as a Food Buyer before progressing to
Category Manager for Fresh Produce. John has
held a range of senior roles including Executive
Assistant to the Chief Executive, Director of
M&S.com and Director of Home. He became
Director of Food in July 2008 and was appointed
Executive Director, Food in 2009, moving to
Executive Director, General Merchandise in
October 2012.

Ofﬁ ce in 1992. He has acquired considerable
experience from senior positions across the
Group. Steve spent 12 years in Clothing and
General Merchandise, during which he held a
number of roles including Head of Merchandising,
prior to his appointment as Director of Home in
2004. He was appointed Director of Retail in 2008
and Director of Retail and E-commerce in 2009,
brieﬂ y reverting to Director of Retail in 2011 before
his appointment to the Board in 2012.
Other roles: Director, Strategic Board of the New
West End Company.

Jan du Plessis
Senior Independent
Director I
Appointed:
Senior Independent
Director in Mar 2012,
non-executive director in
Nov 2008
Experience:

Vindi Banga
Non-executive director I
Appointed: Sept 2011
Experience: Vindi has
extensive consumer
brand knowledge and
global business
experience, acquired
over 33 years in senior

e-commerce knowledge acquired from her
previous roles at Tesco plc, including Chief
Executive Ofﬁ cer of Tesco.com and Tesco Direct.
Laura continues to drive the improvement and
modernisation of our e-commerce and
multi-channel capabilities. She was previously a
non-executive director of Trinity Mirror plc and has
held a variety of roles at Gemini Consulting and
Kleinwort Benson.
Other roles: Trustee of Royal Opera House
Covent Garden Limited, Member of the
Government’s Digital Advisory Board and a
Trustee of Aldeburgh Music.

Considerable business and brand experience
having sat on the boards of several leading
companies across a range of industries. Jan was
formerly Chairman of British American Tobacco
plc and a non-executive director of Lloyds Banking
Group. He was Group Finance Director of
Richemont, the Swiss luxury goods group, until
2004 and Chairman of RHM from 2005 until its
takeover by Premier Foods in 2007. Jan is a South
African Chartered Accountant.
Other roles: Chairman of Rio Tinto.
Committees: Audit, Nomination, Remuneration

roles within the consumer goods industry at
Unilever plc, including President of the Global
Foods, Home and Personal Care businesses and
as a member of the Executive Board. Vindi was
previously Chairman and Managing Director of
Hindustan Lever Limited. He is the recipient of the
Padma Bhushan, one of India’s highest civilian
honours.
Other roles: Partner at Clayton Dubilier & Rice,
non-executive director of Thomson Reuters, Board
member of B&M Retail and a member of the Prime
Minister of India’s Council of Trade and Industry.
Committees: Audit, Nomination, Remuneration
(Chairman Designate)

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Alison Brittain
Non-executive director I
Appointed: Jan 2014
Experience: Alison
brings signiﬁ cant
ﬁ nancial and commercial
experience combined
with considerable
knowledge of running

Miranda Curtis
Non-executive director I
Appointed: Feb 2012
Experience: Miranda
brings a wealth of
experience of the
international consumer
and technology sectors
and extensive knowledge

customer facing retail branch networks. She was
previously Executive Director for Retail
Distribution and a Board Director at Santander
UK. Prior to this she worked at Barclays for
almost 20 years, holding various senior roles
including Director of Barclays and Woolwich
Retail Networks and Managing Director of
Barclays Small Business Banking. She is a
member of the FCA’s Practitioner Panel. Alison
attended university in Scotland and the USA and
has an MBA from Cambridge University’s Judge
Institute.
Other roles: Group Director of Lloyds Banking
Group’s Retail Division.
Committees: Audit, Nomination

of the global broadband cable industry. During
Miranda’s 20-year career with Liberty, she led the
company’s investments in digital distribution and
content operations across Continental Europe and
Asia-Paciﬁ c, most notably in Japan. She was
previously a non-executive director of National
Express Group plc.
Other roles: Chairman of Waterstones,
non-executive director of Liberty Global, board
member of both the Institute for Government and
the Royal Shakespeare Company, Deputy
Chairman of Garsington Opera and Vice Chair of
African girls’ education charity, Camfed.
Committees: Nomination, Remuneration

Andy Halford
Non-executive director I
Appointed: Jan 2013
Experience: Andy
brings invaluable
international, consumer
and digital experience, as
well as a strong ﬁ nance
background. He was
previously Chief Financial Ofﬁ cer of Vodafone
Group plc and a member of the Board of
Representatives of the Verizon Wireless
Partnership. He joined Vodafone as Financial
Director of Vodafone Limited in 1999, becoming
Financial Director for the Northern Europe, Middle
East and Africa Regions in 2001. He was
previously Chief Financial Ofﬁ cer of Verizon
Wireless in the US and Group Finance Director of
East Midlands Electricity plc. Andy is a former
Chairman of The Hundred Group of Finance
Directors in the UK. He is a Fellow of the Institute
of Chartered Accountants in England and Wales.
Other roles: Member of the Business Forum on
Tax and Competitiveness
Committees: Audit (Chairman), Nomination,
Remuneration

Steven Holliday
Non-executive director I
Appointed: July 2004
Experience: Steve has
extensive knowledge of
corporate business and
has held a variety of
senior executive and
boardroom level roles

within the challenging utility and oil and gas
industries. He spent 19 years with Exxon and was
an executive director of British Borneo Oil and Gas
before joining National Grid as Group Director, UK
and Europe in 2001, becoming CEO in 2006. His
international experience includes four years in the
US and he has developed business opportunities
in countries including China, Brazil, Australia and
Japan. Having served as a non-executive director
for over nine years, Steve will leave the Board
following the AGM in July.
Other roles: Group CEO of National Grid,
Chairman of the Board of Trustees of homeless
charity Crisis and Vice Chair of Business in the
Community.
Committees: Audit, Nomination,
Remuneration (Chairman)

Martha Lane Fox
Non-executive director I
Appointed: June 2007
Experience: Martha
brings extensive
experience in the
successful operation of
online and consumer
facing businesses. Her

input continues to challenge and inﬂ uence the
development of our multi-channel strategy. Martha
was UK Digital Champion until 2013. She
co-founded lastminute.com in 1998, taking it public
in 2000 and selling it in 2005. Martha was awarded
a CBE in 2013 and was appointed a crossbench
peer in the House of Lords in March 2013.
Other roles: Chancellor of the Open University,
Chair of Go On UK, MakieLab, Founders Forum for
Good and the Government’s Digital Service
Advisory Board, co-founder and chair of Lucky
Voice, non-executive director of MyDeco.com and
the Women’s Prize for Fiction, founder of charitable
foundation Antigone and patron of AbilityNet,
Reprieve, Camfed and Just for Kids Law.
Committees: Audit, Nomination

Amanda Mellor
Group Secretary and Head
of Corporate Governance
Appointed: July 2009
Other roles:
Non-executive director
of Kier Group plc.

I Independent

Board diversity

We launched the Board diversity policy in 2012
with the intention of ensuring that diversity, in its
broadest sense, remains a central feature of the
Board.

This year, the Board has taken some positive
steps towards broadening the diversity of both
the Board and our senior management. Our
Board Diversity policy on page 51 sets out our
ambitions with regard to diversity and what this
means for our business, customers and
stakeholders, as well as the progress we
continue to make against those ambitions.

The tables and graphics below provide a visual
outline of our board diversity in terms of gender,
range of experience and length of tenure.

Board gender diversity

Female Male
83%

100

71%

62%

29%

38%

17%

Executive

Group
Board

Non-
executive

How is our board gender diversity improving?

Women on the board

21%

23%

29%

31%

40%

30%

20%

10%

March ’13

July ’13

March ’14

July ’14

Board experience

Consumer

Retail

100%
93%
36%
43%

Finance

E-commerce & technology

International

Non-executive Board tenure

0–1 year

12.5%
37.5%

1–3 years

3– 6 years

25%
25%

6– 9 years

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Governance
Chairman’s overview

“ This year
has been a
key milestone
towards
realising our
strategy.”

Robert Swannell
Chairman

This has been a mixed year for the Company, one in which
the scale of transformation delivered contrasted with weaker
short-term trading performance and an intensely challenging
retail environment.

Three years ago, we approved a strategy to become an
international, multi-channel retailer. This year has been a key
milestone towards realising that strategy, resulting in the
culmination and ﬁ nal delivery of a number of substantial long-term
projects. Most notably, this included the successful
implementation of our multi-channel programme to move away
from our old, Amazon supported online model, to a new platform
supporting M&S.com, designed and built in-house. Furthermore,
we opened our E-commerce Distribution Centre (EDC) and
National Distribution Centre (NDC) at Castle Donington. The scale
and complexity of change delivered by these projects in such a
short time frame is exceptional for a retailer, but there is no doubt
that it will better equip M&S for the longer term.

That said, our short-term trading performance has contrasted
with these achievements. So while it was essential for us to
remain focused on those major initiatives that are critical
enablers for M&S to deliver in the future, the Board continued
to question and challenge the performance of our General
Merchandise business and the execution of plans to improve
performance. The Board is encouraged by the improving
product and the data from our Customer Insight Unit. These
will continue to remain a key agenda item for the year ahead.

It takes courage to remain focused on what you believe is right
for the long term when immediate trading conditions are tough.
It will take time for the beneﬁ ts of our decisions to be realised
and these changes bring with them further costs that will impact
short-term performance. However, Boards are trusted to make
these choices, to balance the short with the long term and to
reﬂ ect on the risks and beneﬁ ts wisely. The impact of their
actions will invariably outlive them.

At M&S, our values help support us and ensure we reﬂ ect on
doing the right things the right way, even if this means making
difﬁ cult choices. We believe that these values should continue to
guide the principles of how we do business and, if we continue
to respect these, they should underpin our performance for
the longer term. Being true to our values and being fair has
underpinned our behaviour with our stakeholders, as well as
enabling us to build and maintain a trusted relationship with our

This year’s report – key features

Following positive feedback around the level and style of
disclosures relating to our Board activity, this year’s report
provides:
– Enhanced integration across the report: this was a process

started last year

– Greater insight into our Board discussions, investment

deliberations, our annual offsite meeting and our view on
Board performance in the year

– Further disclosure from our Audit Committee, including detail
on the tender of our statutory auditor and debate around
key risks, signiﬁ cant issues and Auditor effectiveness

– Greater clarity to our remuneration disclosures and policies,

in addition to that required by recent regulation

– More detail into our Nomination Committee debate,

including talent development and succession

As a Board we regularly discuss and review our:
– Performance and progress
– Brand and reputation
– Behaviours
– People and how we can create a high performing team
– Future development and succession
– Customers, suppliers and local communities
– Shareholders
– Plan A and our plan to become the world’s most sustainable

major retailer

These all reﬂ ect the considerations for directors as referenced
in the Companies Act 2006 and which our directors know they
are trusted to consider on behalf of all stakeholders.

customers, employees, suppliers and the communities in which
we have operated over the last 130 years.

These values also root our decision-making across the business.
An example of this is provided by Steve Rowe within his Food
update, where he highlights the decision of our food business to
ensure our farmers not only continue to get a fair price for the
products they sell in the wake of intensiﬁ ed price activity in the
milk market, but also rewards them for their animal welfare
standards. In our clothing business, these values encourage
us to be vigilant in ensuring that our supply chain is ethical.
Our increased engagement with our stakeholders and better
two-way stewardship has enabled a better understanding of the
issues we face.

We have welcomed calls for greater openness and transparency
on Board deliberations. For the last few years, we have actively
focused on ensuring our reporting is fair, balanced and
understandable, giving insight into the factors underpinning our
deliberations and decisions, and highlighting where things have
gone wrong. This in turn helps us as a Board to reﬂ ect on how
we can maximise our impact, look at the way we do things, and
reﬂ ect on the quality of the decisions and the investments we
have made.

Throughout the year, the Board agenda was structured to allow
for regular updates on the progress of the multi-channel
programme and EDC/NDC project in particular, enabling the
Board to be alerted to, and to challenge, delivery or project
governance issues in a timely manner.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

As I advised last year, Steven Holliday will leave the Board
following the AGM in July 2014. Steve has been a valuable Board
member for 10 years and Chairman of our Remuneration
Committee for over four years. We announced in September
2013 that Vindi Banga will take over as Chairman of the
Remuneration Committee following Steve’s departure. Vindi was
appointed to the Board in September 2011 and has been a
member of the Remuneration Committee since his appointment.
Steve and Vindi have been working closely together over the last
year to ensure a smooth transition, meeting investors to hear
their views ahead of the publication and vote on our
Remuneration Policy and framework at the AGM this year.

In order to ensure appropriate balance of non-executive to
executive is maintained following Steve’s departure, the
Nomination Committee undertook a full search process,
assisted by external search consultants, and in January 2014
Alison Brittain was appointed as a non-executive director. Alison
is Group Director of Retail at Lloyds Banking Group; she is a
great addition to the team and brings strong commercial and
retail experience.

Within the executive team, as announced last year, Steve Sharp
stepped down from the business after 10 years. We are grateful
to him for his notable contribution. Patrick Bousquet-Chavanne
has now taken responsibility for Marketing and Business
Development. He plays an important role as part of the executive
team in terms of brand position and customer engagement.

In addition to Board appointments, the Nomination Committee
has also reviewed Committee membership and recommended
a number of changes, with the appointment of Andy Halford to
the Remuneration Committee and Alison Brittain to the Audit
Committee. The Committee remains focused on our future talent
pool and longer-term succession potential. Its activities and
engagement with the business is outlined in detail on page 50.

This year, the Remuneration Committee has been particularly
focused on ensuring the business meets the new regulatory
requirements, and have reviewed and debated at length the
remuneration framework and Policy ahead of this being put
forward for shareholder approval this year. The Committee has
also continued to develop and test the setting and disclosure of
objectives and targets. These are highlighted in further detail on
page 52.

Monitoring Risk
In view of our longer-term ambitions, the signiﬁ cant investments
that have been made across the business and increasing
complexity as we grow, the Audit Committee has played a
substantial role in ensuring appropriate governance and
challenge around our risk and assurance processes. This is
covered in further detail on page 15 and pages 46 to 49.

We have built a committed, challenging Board. There is much to
do and we can always do things better, so it is essential we are
open to ideas which help us improve. Our annual Board evaluation
plays a key role in highlighting those areas where we want to do
better, and these form part of the action plan for this year.

Robert Swannell
Chairman

Our Action Plan again sets out speciﬁ c objectives to improve our
Board performance. Some of these are now part of a longer
term journey, but all aim to enable the right environment for
debate and reﬂ ection on the quality of our decisions. These
should enhance and underpin trust and sustain our values over
the long-term.

UK Corporate Governance Code

The UK Corporate Governance Code 2012 (the ‘Code’) is the
standard against which we were required to measure
ourselves in 2013/14. We are pleased to conﬁ rm that we
complied with all of the provisions set out in the Code for the
period under review.

A summary of our governance proﬁ le, outlining our compliance
with key areas of the Code, has been set out on page 2 of the
Strategic Report.

The required regulatory and governance assurances are
provided throughout this report. As in previous years, we have
sought to provide a genuine understanding of how governance
supports and protects the M&S business in a practical way.
Again, we use the key themes of the Code as a framework for
articulating this narrative. Feedback from stakeholders has
encouraged us to keep a similar format to previous years. As
such, our approaches to Leadership and Effectiveness are
outlined on pages 40 to 43, Accountability on page 44 and
pages 15 to 17 within the Strategic Report, Engagement and
relations with shareholders on pages 45, Remuneration on
pages 52 to 77 and the Governance of our Pensions Scheme
on page 78.

To ensure clarity in this report, we have focused on the key
insights. However, further detail is available on our website,
marksandspencer.com/thecompany.

Our Governance Framework is reviewed every year and
sets out the roles, accountabilities and expectations for our
directors and our structures. This format has been adopted
widely across the business and can be viewed at
marksandspencer.com/thecompany.

We hope you can see that Governance at M&S is not simply an
exercise in ‘box-ticking’, but an important element of our Board
environment. It enables us to test whether we do the right things in
the right way, with the right safeguards, checks and balances, and
whether the right considerations underpin every decision we take.

We also trust that you will ﬁ nd this report to be fair, balanced and
understandable. It is, after all, a reﬂ ection of how we do business
and how the Board has served its stakeholders.

We believe this practical approach will support our performance
for the long term and should thus protect the trust, integrity of
our values and the M&S brand.

Appointments and succession
The Nomination Committee has continued to work on
ensuring appropriate succession and mix amongst both the
executive and non-executive directors. Our Board Diversity
Policy sets out our ambitions and objectives for shaping the
Board. We have also focused on the skills, experience and
backgrounds we want to support the business for its future. We
are pleased that, following the AGM, 31% of our Board will be
women (29% at date of publication). This is in line with the target
we set ourselves, but importantly, is appropriate for M&S and its
customer base.

Last year we highlighted the succession plans for our non-
executive directors, Jeremy Darroch and Steven Holliday.
Jeremy left the Board in June 2013 after six years on the Board
and ﬁ ve as Chairman of our Audit Committee. Andy Halford has
taken over as Chairman of the Audit Committee. Andy brings
considerable ﬁ nancial experience, having held the role as
Finance Director at Vodafone for over nine years, until March 2014.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Leadership and effectiveness

This section looks at our Board members, their role, their
performance and their oversight. We also look at their
induction, their succession and provide particular insight
relating to Director:

directors and play a key role in supporting the Board.
The Chairmen of the Audit, Nomination and Remuneration
Committees provide updates on the 2013/14 activities of each
Committee later in this report.

– Independence;
– Effectiveness: the annual Board review process, output and

action plan for the year ahead; and

– Ongoing development, business training, engagement and

mentoring.

Who’s on our Board

Name of Director
Chairman
Robert Swannell
Chief Executive
Marc Bolland
Executive directors
Patrick Bousquet-Chavanne (appointed
9 July 2013)
John Dixon1
Steve Rowe
Steven Sharp (retired 9 July 2013)
Alan Stewart
Laura Wade-Gery
Non-executive directors
Vindi Banga
Alison Brittain (appointed 1 January 2014)
Miranda Curtis
Jeremy Darroch (retired 19 June 2013)2
Martha Lane Fox
Andy Halford
Steven Holliday (retires 8 July 2014)
Jan du Plessis

Board
Meetings

Percentage
attended

8
8
3
8
8

8
2
8
3
8
8
8
8

7
8
3
8
8

8
2
8
2
8
8
8
8

100%

88%
100%
100%
100%
100%

100%
100%
100%
67%
100%
100%
100%
100%

A = Maximum number of meetings the director could have attended
B = Number of meetings the director actually attended
1. John Dixon was unable to attend the meeting on 4 December 2013 due to personal

reasons.

2. Jeremy Darroch was unable to attend the meeting on 1 May 2013 due to prior business

commitments.

The role of the Board
The Board is responsible for ensuring leadership through
effective oversight and review, whilst setting the strategic
direction and delivering sustainable shareholder value over
the long term.

While the Board is not managing the day-to-day operations
of the Group, its role is to establish and monitor strategy,
to consider the impact of its decisions on wider stakeholders
including customers, employees, suppliers and the environment.

A number of key decisions and matters are reserved for the
Board’s approval and are not delegated to management. These
include matters relating to the Group’s strategy, approval of
major acquisitions, disposals, capital expenditure, ﬁ nancial
results and overseeing the Group’s systems of internal control,
governance and risk management. The Board delegates
certain responsibilities to its Committees to assist it in carrying
out its functions of ensuring independent oversight. Our Board
Committees are made up of independent non-executive

Clear terms of reference outline the full schedule of matters
reserved for the Board’s decision and that of its key
Committees. These, along with the individual roles of the Board
members, can be found in the Group’s formal Governance
Framework at marksandspencer.com/thecompany.

The Board held eight scheduled meetings in the 2013/14 year,
individual attendance is set out in the table provided. Sufﬁ cient
time is given at the end of each board meeting for the
Chairman to meet privately with the Senior Independent
Director and non-executive directors to discuss any matters.
As in previous years, the Board held a two-day strategy
meeting away from the ofﬁ ce; a brief overview of the key areas
of discussion and other discussions during the year is provided
on the next page.

Risk monitoring and oversight
Protecting the business from operational and reputational risk
is an essential part of the Board’s role. During the year the
business has continued to make progress towards
implementing the key areas of our strategy. This progress
continued despite the challenging trading environment in which
the business was operating. The Board, supported by the Audit
Committee, maintained close oversight and monitoring of the
key business risks throughout this change, assessing the
progress of mitigating activities in the context of our risk
appetite. The Group Risk Proﬁ le, owned by the Board, is
compiled by Group Risk, using business area risk registers and
one-on-one interviews with each Board member and the
director of each business unit. Independence is embedded in
the process with oversight from the Audit Committee, ensuring
that the risks included in the Group Risk Proﬁ le continue to
reﬂ ect the business’ strategic objectives. The Internal Audit
plan is then mapped to the Group Risk Proﬁ le to provide
assurance over mitigating activities.

Strategic progress
Progress against strategy is discussed at each Group Board
meeting and closely monitored by the Executive Board.
A two-day strategy meeting, held away from head ofﬁ ce,
provided the opportunity for more relaxed, free-ﬂ owing and less
structured discussion around a broad range of strategic issues.
This year the agenda focused on Food, General Merchandise,
Brand and Values, the UK and International. Progress was
reviewed against the intended plan. The Board also debated the
longer term challenges and priorities, and the extent to which
the business and management structures are placed to address
these. A number of opportunities were identiﬁ ed and areas for
attention highlighted. The non-executive directors are able to
share their expertise and provide independent oversight to the
direction of the business. Discussions focused not only on the
business plan but also the individuals leading and implementing
that plan. These, and the teams that support them, are key to
the delivery of the Board’s objectives.

Board in action
Martha Lane Fox (non-
executive director) speaking
at the launch of our women’s
leadership network.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Board activity 2013/14

Strategy
– Two-day off-site meeting provided

time to:
– Test and review the corporate

strategy

– Reﬂ ect on the signiﬁ cance,

importance and relevance of the
Company’s brand and values

– Debate and continue to shape the

GM and Food strategies

– Discuss the opportunities and risks

within Multi-Channel and
International, and the impact on the
long-term strategy

– Review the retail and property

strategy

– Debated, scrutinised and approved

the three year plan and operating plan

– Reviewed the funding plan for the

DB Pension fund

– Debated and approved the Group’s
capital structure and funding plan
– Discussed the shape of the property
portfolio, the impact of Multi-Channel
and the part each play within the
business

Leadership and employees
– Discussed the composition and
succession of the Board and
its Committees and approved
the appointment of a new
non-executive director

– Reviewed the talent and succession

report, focusing on the key leadership
positions across the business

– Discussed employee engagement
across the business – Annual ‘Your
Say’ survey and quarterly Pulse surveys

Trust & values
– Discussed the continued importance
of Plan A and its initiatives in driving
the Company’s values

– Brand and Values discussion

Shareholder engagement
– Discussed the Independent Investor

Audit, relaying the views of Institutional
Shareholders to the Board –
conducted by KPMG Makinson Cowell
– Held our 3rd annual Governance Event

for our top 20 shareholders and
investor bodies, where the Board
engaged directly on the key elements
of the strategy, Audit, Remuneration
and Plan A, and tackled key areas
of concern

– Held speciﬁ c investor days with our
institutional shareholders on GM,
Food, International, and E-commerce

– Engaged our retail shareholders at

the AGM

– Discussion on shareholder rewards

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Governance
– Reviewed the outcome of the Board
evaluation process, conducted by
the Group Secretary, and agreed the
action plan for 2013/14. Discussed
and agreed progress against the
2013/14 Board evaluation

– Agreed a full external tender of the

Company’s statutory auditors, closely
monitored the process and approved
the Audit Committee’s
recommendation to appoint Deloitte
as Statutory Auditor for the 2014/15
ﬁ nancial year

– Reviewed and debated the ﬁ ndings

from the external investigation
commissioned by the Board following
the leak ahead of the 2013 Q3 IMS

– Reviewed and discussed cyber
security, key risks and threats to
the business and the Company’s
preparedness for a signiﬁ cant cyber
and information security breach
– Received an update on valuation,

performance and governance from
the Chairman of the Pension Trustees
– Reviewed BIS and other consultations
and additional reporting requirements
for the year

– Received updates on key legal issues
and all court and regulatory proceedings

– Broadened our Committee updates

giving greater insight into the Committee
deliberations to the wider Board

Customers
– Reviewed and scrutinised the
performance and customer
perceptions of the Autumn/Winter
collection as a key pillar of the GM
strategy

– Assessed the business case for the

store modernisation programme and
approved its continued roll-out across
the portfolio

– Monitored and discussed growth of
the M&S Bank branch network and
the take up of current accounts

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Leadership and effectiveness continued

Board structure

Group Board

Management
Board

Executive
Board

Audit
Committee

Principal Committees
Remuneration
Committee

Nomination
Committee

How We Do
Business
Committee

Property
Board

Executive Committees

Fire, Health
& Safety
Committee

Business
Continuity
Committee

Customer
Insight Unit

Big
Involvement
Group

While the Board did not make any site visits as a group during
the year, a number of our non-executive directors did have the
opportunity to visit some key operations and stakeholders
across the business covering our suppliers and our logistics
operations.

Director induction
On joining the M&S Board, directors receive a tailored induction
programme. Led by the Chairman, this includes time with each
of the executive directors, the Group Secretary, members of
the Management Committee, a wide range of senior
management from across the business and the opportunity to
meet with major shareholders.

This year, Alison Brittain received a comprehensive induction
programme covering:

Company structure and strategy, including: our history;
strategy (including details of all key investment decisions), key
people and succession plans; Board procedures including the
Governance Framework, Code of Ethics and Behaviours;
Board calendar, minutes from previous meetings, effectiveness
reviews and action plans; ﬁ nances, performance, operating
plans, current KPIs and targets, operational overview of all
business areas; key relationships, including suppliers and major
contracts; Group Risk Proﬁ le and our approach to risk; insight
into key audits and areas of focus.

Industry and competitive environment including: customer
trends, consumer and regulatory environment including
governance and all relevant consumer and industry bodies,
Corporate Social Responsibility, environment and sustainability.

Sentiment and reputation including: brand positioning and
media proﬁ le, marketing campaigns, brand values, analyst and
investor opinion, review of investor surveys, share register and
voting history, key stakeholder relations including employees,
customers, suppliers and service providers, opinion leaders, an
overview of our remuneration policy and pensions.

Alison’s induction programme was supported by one-on-one
meetings with management from General Merchandise, Food,
M&S.com, International, Retail stores, Finance, Property, IT,
Logistics, Marketing, Customer Insight, Human Resources,
Communications and Investor Relations, Internal Audit and
Risk, Plan A, Pensions, the Company Archive and the
Governance Group.

Alison visited a number of stores with the Retail team, met with
Belinda Earl and the Womenswear team, and visited our
distribution centre in Castle Donington with the Logistics team.

Independence of directors

The Board reviews the independence of its non-executive
directors as part of the annual Board Effectiveness Review.

The Chairman is committed to ensuring the Board is made up
of a majority of independent non-executive directors who
objectively challenge management, balanced against the
need to ensure continuity on the Board.

Steven Holliday will step down in July after 10 years on the
Board. When re-elected at the 2013 AGM, shareholders were
particularly supportive of Steve’s continued service to assist
and ensure the smooth transition of the Board and
Committee changes over the last year.

Martha Lane Fox has served on the Board for seven years.
The Board approved the appointment of Martha for a third
term in May 2013. Like Steve, Martha received strong support
from shareholders for her re-election at the 2013 AGM.

This year, given that Martha has served more than six years
with the Company, her appointment was the subject of
particular review and scrutiny. Taking Steve’s departure into
account, the Board considers that all of the non-executive
directors bring strong independent oversight and continue to
demonstrate independence. With the exception of Martha, all
continuing non-executive directors have served less than six
years on the Board. Details and experience of each director
can be found on pages 36 to 37.

Board and succession
Succession and the succession pipeline remains a key agenda
item for the Board. Three changes were made to the Board
during the year, following the retirement of one executive and
two non-executive directors. These retirements were known
long in advance of their retirement date, which allowed the
Board to focus sufﬁ cient attention on ensuring the new
appointments came with the required qualiﬁ cations, experience
and skills to meet the challenges and opportunities ahead.
Further detail on the appointments and other board changes
scheduled is covered on pages 50 to 51. All appointments were
made against objective criteria. Both internal and external
candidates were considered for the executive position.

Board in action – Sept 2013
Robert Swannell in Kenya
visiting some of the farms and
factories which supply M&S with
products such as cut ﬂ owers,
vegetables, tea and coffee.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Board Effectiveness Review
Every year our review gives us the opportunity to reﬂ ect on the
effectiveness of our activities, the extent of our deliberations,
the quality of our decisions and for each member to consider
their own performance and contribution.

Board review insights 2013/14
Overall, the Board is considered a high calibre, experienced,
broad-based and diverse team offering a range of perspectives.
It has a deep sense of commitment to M&S and there was positive
feedback on the Board’s most recent additions.

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Our review was facilitated internally by the Group Secretary and
Head of Corporate Governance. Amanda has signiﬁ cant insight
into both the day-to-day and strategic workings of the Board
and is a key point of contact and advice for Board members
throughout the year. She is therefore considered a suitable and
independent sounding board for this process. Next year, after a
gap of two years, we intend to use an outside facilitator.

Board and Committee review process

One-on-one interviews
between Group
Secretary and
Board members

Senior Independent
Director meets other non-
executive and executive
directors individually

Results collated
and evaluated

Board discussion

Action Plan

In line with previous years, and to ensure continuity, we agreed
that a detailed and focused one-on-one discussion with each
director was the most effective way to facilitate constructive
and meaningful insight and output. Directors were asked their
views on a broad range of subjects:
– Composition, skills, balance, experience and diversity;
– Culture and quality of contributions;
– Strategic and risk debate;
– Succession planning;
– Effectiveness of decision making;
– Resourcing of meetings, agenda planning and quality of

information and papers;

– Corporate governance, regulatory compliance and support;
– Selection and induction of new members;
– Evaluation of individual performance and scope for

improvement;

– Committee effectiveness and communications to the Board

Furthermore, the Senior Independent Director meets with the
non-executive and executive directors at least once a year to
review the Chairman’s performance. This review is then shared
with the Chairman.

Board discussions are generally considered open, challenging
but respectful. Participation of all members is actively
encouraged. It is important to ensure the size of the Board
does not limit either debate or the decision-making process.

The Board awayday was much improved and therefore
considered more productive year-on-year in terms of: agenda
structure, level of constructive discussion and debate, quality of
papers and submissions, with strong pre-reads, and clear
output for further discussion and action.

Particular progress was felt to have been made around the
timeliness of Board papers. However, quality and consistency
of papers should continue to be a key area for improvement.
Similarly, it was felt that tracking and reﬂ ection on the quality of
past discussions and investments should continue to be
another key action.

Board Committees were all considered to work well with
thorough debate, a clear grasp of issues and subject
knowledge. Committees are considered well chaired and
managed, with greater clarity around agenda and decision
process. The external auditor tender process was considered
efﬁ cient and well run. Feedback from Committee meetings to
the whole Board was felt to have further improved.

The process on succession planning and people is considered
well run. It was felt that we should continue to increase
exposure to high potential employees across the business and
ensure greater insight on talent development and management.
We should also encourage the business to beneﬁ t from greater
access to non-executive directors and their wide range of
experiences.

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Induction programmes were considered thorough, but more
could be done around ongoing development, particularly in
relation to UK retail and property.

Governance knowledge, information and engagement with
stakeholders was considered good and Board members felt
well supported.

Board Action Plan for 2014/15
After a thorough debate of the review, the Board has agreed an
action plan for the year ahead. The actions address the key
areas of Board oversight and focus, risk and information
management. During the year, the Board is committed to:

– Focus on driving performance, reviewing key performance

indicators and benchmarking;

All recommendations are based on best practice as described
in the UK Corporate Governance Code and other current
corporate governance guidelines.

– Continue to ensure appropriate debate and clarity around key

business and strategic risks, and our risk approach;

– Improve tracking, review and debate on the quality of past

decisions;

– Continue to develop our succession planning, insights into

high potential individuals and their development in the
business;

– Continue to encourage greater interaction with our

non-executive directors to beneﬁ t from their experience.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Risk in action

We continue to recognise the signiﬁ cant interdependency between our key risks. The following diagrams are based on our current
Group Risk Proﬁ le. Both are designed to highlight how changes to one risk could impact on those connected to it, and therefore
on the proﬁ le as a whole. By understanding the relationship between our key risks (if they were to materialise), we are better
placed to ensure that we are managing them appropriately and to understand the entirety of our risk exposure.

GM customer engagement and margin

M&S.com business resilience

Our people
(3)

GM
customer
engagement
(1)

GM margin
(1)

International
(2)

GM logistics
and supply
chain network
(1)

IT change
(2)

M&S.com
business resilience
(1,2,3)

Information
security
(3)

1. To drive GM customer engagement we will continue to
build our product design and quality credentials and our
brand momentum, which in turn should drive sales. As we
improve GM margin by strengthening our design, trading
and sourcing capabilities, it is essential that we continue to
deliver the product quality our customers expect of us.

2. Failure to drive GM customer engagement may have a
knock-on impact on International sales which would, in
turn, affect GM margin.

3. Our ability to drive GM customer engagement and GM
margin is dependent on Our people, in terms of the
effectiveness of our organisational set-up and the skills
and competencies to deliver change.

To ensure M&S.com business resilience, it is important
that the key dependencies of our online business are
identiﬁ ed, understood and mitigated:

1. A disruption to operations within the GM logistics and
supply chain network could prevent the complete and
timely fulﬁ lment of customer orders.

2. As we transform our business, there is a risk that IT
change to our systems has an unforeseen impact on the
operation of our website or our GM logistics and supply
chain network.

3. It is also important that we manage our cyber security risk
(a key aspect of Information security) to protect customer data
and prevent website performance issues or denial of service.

Risk and the role of Internal Audit
Internal Audit & Risk comprises both the Group Risk function and Internal Audit. Group Risk facilitates and manages the risk
process that is ultimately owned by the Group Board. Internal Audit, accountable to the Audit Committee, uses a risk-based
approach to provide independent assurance over the adequacy and effectiveness of the control environment, including controls
related to key risks on the Group Risk Proﬁ le. The following examples illustrate how Internal Audit supports the business through
driving improvements to our control environment and adding value in core business areas.

Risk: International

Risk: M&S.com

Risk: GM customer engagement

In support of the Group’s international growth
plans, Internal Audit conducted a review of the
process to enter new countries, including
partner selection and ongoing governance
post set-up. The audit found that robust,
structured processes are in place for country
selection and that partners are selected
objectively, based on well-deﬁ ned criteria, with
up front due diligence. The audit highlighted
an opportunity to better formalise the trigger
points that would initiate a partner due
diligence review post set-up, such as changes
to ownership structures or relationships.

Internal Audit partnered with a specialist
third-party programme assurance provider at
key stages leading up to the launch of our new
website. We assessed the adequacy of
programme governance controls, as well as
business readiness to adopt new processes
and ways of working. We also assessed
planning for the transition from the old Amazon
website to the new M&S.com website.
Management implemented a number of
recommendations from the audit, which
included extending the period for user
acceptance testing and formalising
dependencies with other change programmes.
Overall we found robust controls in place to
ensure delivery on time, to budget and with
quality. Following the successful delivery of the
M&S.com website, this risk no longer features
in the Group Risk Proﬁ le.

Internal Audit assessed controls over the
collection, analysis and reporting of store
customer survey data. Invitations to
participate in the survey are issued at random
with till receipts, resulting in approximately
50,000 responses per month rating our
product, environment and service. Our audit
conﬁ rmed that effective controls are in place
over the completeness and accuracy of the
reported survey results based on the current
scope of the surveys. Opportunities were
identiﬁ ed to increase response rates in
smaller stores and to extend the programme
to include other payment points, such as
self-service tills and our more recently
introduced Browse and Order hubs.

Management actions from all of our audits are tracked to completion and the status of these actions is reported to the Audit
Committee to ensure that the risks identiﬁ ed are appropriately addressed. This will, in turn, further mitigate the risks included in
our Group Risk Proﬁ le.

For further information turn to page 15

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Engagement

Robert Swannell – Chairman
The Board believes that shareholder engagement is not merely
a task to be undertaken at year end in order to secure the
required votes at the AGM. We believe that open and regular
dialogue with investors provides the foundation for a long and
trusted relationship. Continual engagement provides investors
with an opportunity to discuss particular areas of focus and
raise any concerns. There will inevitably be some points on
which we do not fully agree, however, we believe that clear and
open discussion allows these to be debated and set in the
context of our wider business goals. As a Board, we are the
custodians of this fantastic brand and we are trying to do the
right thing to secure its future for the long-term.

During the year the business had over 690 contacts with over
350 separately identiﬁ able institutions in the form of one-to-one
or group meetings hosted by an executive director or our
Investor Relations team. In addition to the AGM, we also
engaged with a number of leading private client brokers who
typically represent our retail investor base.

In June, I hosted the third annual M&S governance event and
was pleased to see more investors attending and sharing their
views. In addition to this, I met with investors, industry
representatives and the Chairmen of other leading FTSE
companies to discuss a range of governance matters including
Board diversity, remuneration and corporate reporting.

Governance Event

Now in its fourth year, the M&S Governance Event is an
annual ﬁ xture on the calendar hosted by the Chairman,
Robert Swannell. Board attendees for 2014 will be Jan du
Plessis (Senior Independent Director), Andy Halford
(Chairman of our Audit Committee), Steven Holliday
(Chairman of our Remuneration Committee), Martha Lane Fox
(Non-executive director and member of our Sustainable
Retailer Advisory Board) and Mike Barry (our Head of
Sustainable Business).

Invitations are sent to our 30 largest shareholders,
representatives from the inﬂ uential investor advisory ﬁ rms
and industry governance specialists. Attendance is growing
year-on-year. The event provides an opportunity to meet and
discuss the considerations of the Board and its Committees
during the year and going forward. The meeting is structured
around presentations on:

– The Board
– Remuneration

– Audit
– Plan A – Q&As

– Risk

A copy of the presentation is available on our corporate
website, marksandspencer.com/thecompany.

“As a Corporate Governance analyst the information
presented was exactly what I wanted to learn about the
company and how it works. I really liked the format, which
allowed the investors to learn how the Board and its
committees work and how the procedures ﬁ t within the
broader picture of Plan A. It would be very helpful if more
major companies held similar meetings.”

Feedback from an attendee

A number of broader investor presentations were hosted during
the year. These focused on a number of key areas and
provided thoughts into E-Commerce and the General
Merchandise Autumn preview in May, a visit to the Pantheon

store in September and a Food business update in October.
Presentations are made by senior M&S managers and provide
investors with more detail on the progress of the Group’s
operations. They do not include any additional statements on
current trading performance, nor do they disclose any new,
material ﬁ nancial information. The slides from the presentations
are added to our corporate website for wider viewing and offer
detailed insight into how we intend to develop our strategy over
the short to medium term.

Makinson Cowell, the capital markets advisory ﬁ rm, continue to
provide guidance to our Investor Relations team and carry out
an annual audit of our major investors’ views on the Company’s
management and performance, the results of which are
presented to the Board every year.

Amanda Mellor – Group Secretary
The role of the Company Secretary has evolved considerably in
recent years. The key responsibility for efﬁ cient company
administration, ensuring compliance with statutory and
regulatory requirements and that decisions of the Board of
Directors are implemented, remains fundamentally important.
However, today the Company Secretary is increasingly seen as
a sounding board for the Chairman, the executive and the
non-executive directors, providing advice and support on best
practice and a broad range of governance matters. We provide
feedback on a wide variety of consultation documents to help
shape the future of governance and reporting. We participate in
forums and debate on future issues and give presentations at
universities and conferences to help guide the talent pool of the
future. Throughout the year, I try to focus not just on our own
practices and procedures, but also on meeting investors,
investor advisory ﬁ rms and other company secretaries to
discuss their views and approaches to governance matters.

However, engagement is not just about governance. It is
important that we maintain our trusted relationship with our
shareholders, 95% of whom are private investors. A majority
of these are also valued customers, some of whom send us
feedback requesting additional discounts in return for shopping
in store or online. Although we already distribute shareholder
vouchers with the January dividend payment, we are working
with Equiniti, our registrar, to look at how we can facilitate a
new shareholder initiative that provides investors with wider
beneﬁ ts that reﬂ ect their level of investment. We will provide
more information about this in due course.

AGM
The 2014 AGM will be held at Wembley Stadium in London on
Tuesday 8 July at 11am. The Notice of Meeting sets out the
schedule for the day and the resolutions to be proposed at the
meeting. A copy of the Notice can be downloaded at
marksandspencer.com/investors. In line with last year, the
meeting will be webcast live and a recording of the meeting
made available on our website after the event.

The AGM provides the Board with an opportunity to spend
time with our private shareholders. The Board and M&S’s
senior management team will be available for shareholders to
speak to before the meeting. The Chairman and Chairs of each
of our Committees will be available to answer shareholders’
questions during the formal proceedings of the meeting.

The AGM in 2013 was a well attended and successful event at
which all of the proposed resolutions were passed. The
percentage of the Company’s share capital who voted in favour
of each resolution ranged from 81.88% and 99.99%.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Audit Committee Report

“ The Committee will
remain focused
on the audit,
assurance and
the risk process
within the
business.”

Andy Halford
Chairman of the Audit Committee

In June 2013, I was appointed Chairman of the Audit
Committee following the retirement of Jeremy Darroch, who
had provided seven years of service to the business. My ﬁ rst
year as Committee Chairman has seen the introduction of
many changes to corporate reporting, some of which Robert

Effectiveness of the Audit Committee

The Board is satisﬁ ed that Andy Halford and Jan du Plessis
have recent and relevant ﬁ nancial experience.

Name of Director

Date appointed

Andy Halford
(Committee Chairman)1
Steven Holliday
Martha Lane Fox
Jan du Plessis
Jeremy Darroch 2
(resigned 19 June 2013)
Alison Brittain
(appointed 11 Mar 2014)

1 Jan 2013
15 July 2004
1 June 2007
1 Nov 2008

1 Sept 2006

11 Mar 2014

6
6
6
6

Percentage
of Meetings
attended

100%
100%
100%
100%

100%

6
6
6
6

A = Maximum number of meetings the director could have attended.
B = Number of meetings the director actually attended.
1. Andy Halford became Committee Chairman on 19 June 2013.
2. Jeremy Darroch was Committee Chairman until 19 June 2013 when he resigned from

the Board.

What has the Committee done during the year?
During the year the Committee:
– Conducted a full tender of the external audit contract and

recommended the appointment of Deloitte as the
Company’s Statutory Auditor;

– Reviewed the three-year assurance plan, design and scope;
– Reviewed and debated the risk proﬁ le, classiﬁ cation and
management of key risks, identiﬁ cation of new emerging
risks and movement in risk tolerance as we better manage
existing risks;

– Received and discussed speciﬁ c risk presentations on key

business areas;

– Implemented the key ﬁ ndings from the external review of the
internal audit function, including a revised Audit Charter;

– Discussed new Governance Code and reporting

requirements with particular focus on how our messages are
best reported to shareholders;

Swannell discusses in his overview on pages 38 to 39. This
report provides an overview of what the Committee has done
during the year, an overview of the audit tender process
conducted, how it has assessed the effectiveness of the
external auditors, greater detail on the non-audit fees incurred
and those forecast for the coming year. Furthermore, it provides
the Committee’s opinion on the Annual report when viewed as a
whole, including how it has assessed the narrative reporting in
the front of the report to ensure that the messages conveyed
accurately reﬂ ect the ﬁ nancial statements in the back.

This report takes you inside the boardroom and shares some
of the detail from the executive updates presented to the
Committee from across the business. These help the
Committee to better understand the challenges, key business
areas, the risks being mitigated and progress against the
strategic plan. The Committee members challenge, discuss
and debate with the presenters whilst sharing their own
business experiences for the beneﬁ t of the Company.

Committee updates
Detailed updates from the business are now fully embedded as
ﬁ xed agenda items for each committee meeting, with one or
more areas represented. Business updates are planned on a

– Discussed internal ﬁ nancial controls, changes in accounting
policies and impact on our ﬁ nancial statements, with speciﬁ c
focus on the signiﬁ cant issues and matters of judgement;
– Discussed other areas of compliance, including the Grocery
Supply Code of Practice (GSCOP), Bribery, Whistleblowing
and Fraud;

– Continued to receive updates from executives managing key

areas of the business, including Plan A; Multichannel
Foundation Programme; E-commerce Distribution Centre
(EDC)/National Distribution Centre (NDC); International
Operations; Business Continuity, Fire, Health & Safety and
Food Safety. These account for around a quarter of the time
allocated to the meetings; and

– Conducted a comprehensive review of external auditor

effectiveness, identifying areas for improved information ﬂ ow.

What is the action plan for 2014/15?
The Audit Committee’s performance is reviewed each year
within the framework of the wider Board Effectiveness
Review. Areas of improvement are highlighted, discussed and
debated by the Committee, and included as part of the action
plan for the coming year.

Looking ahead, the Committee will remain focused on the
audit, assurance and risk process within the business, and
maintain its oversight of ﬁ nancial and other regulatory
requirements. The action plan for 2014/15 will focus on:
– Ways of working and assurance following appointment of

Deloitte as the new Statutory Auditor;

– The recommendations identiﬁ ed through the external auditor

effectiveness review;

– Assurance plan, design and scope, with particular focus on

key strategic priorities; and

– Speciﬁ c business presentations relating to risks within the

Group Risk Proﬁ le.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

rolling 12-month basis and reviewed at every meeting. This
year’s business insights included:

– Updated on the implementation process and the staged

transition from the Amazon platform;

Plan A – annual
The Plan A update was provided to the Committee in May 2013
prior to the next phase being introduced. Plan A 2020 now sets
out a new set of 100 commitments and represents another step
in our journey towards becoming a truly sustainable retailer. Full
details can be found in our online Plan A report at
marksandspencer.com/plana2014

May 2013 update:
– Reviewed the progress made over the last year and the

business’s 180 ongoing objectives. At the time of the update
139 were complete, 31 on plan, 5 were behind, 4 had not
been achieved and 1 had been cancelled;

– Updated on the Marks and Start programme – this is now

highly supported in stores. 50% of those on the programme
have gone on to obtain jobs with M&S or other employers;

– Received an update on the Cheshire Oaks store and its

environmental beneﬁ ts, which were measured at being 15%
greater than those anticipated during the design speciﬁ cation;
– Updated on the Shwopping programme and the momentum

building behind the initiative; and

– Updated on the international strategy for Plan A.

Integrated Controls Framework
– Updated on the status of the ﬁ nancial control environment

following a review by PwC;

– Discussed the standardisation, integration and automation of

the framework, focusing on inventory integrity, interface
management, control designs within projects and system
complexity;

– Updated on the areas identiﬁ ed to have opportunities for

improvement; and

– Discussed opportunities to accelerate standardisation,

integration and automation, and any challenges presented by
the current business change projects underway.

Food safety
– Updated on the risk proﬁ le, the potential impact of the risks

and M&S’s reputation;

– Updated on developments and behavioural changes within
the industry, including fraud and variable quality within the
supply chain, increased testing and auditing, cost of technical
resource and media interest;

– Discussed the M&S supply chain and how the close

management of all stages protects the integrity of our
products;

– Received an overview of the governance structure and the

use of independent third-party specialists;

– Updated on the role of the regulator and current opinion

towards M&S; and

– Discussed the risks relating to the international operations,
how these are different and how they are being managed.

E-commerce Distribution Centre (EDC) and National
Distribution Centre (NDC) in Castle Donington
– Updated on the progress and the challenges relating to the

project and how these are being managed;

– Received an overview of the transitional phase, and the

removal of the legacy network;

– Discussed the customer impact should the project overrun or

experience problems;

– Discussed resource capabilities, including technology,

communications, planning and the importance of learning for
future projects;

– Discussed business continuity plans, their robustness and

how these are embedded into the process;

– Updated on the technical complexity, resilience and structure

of the operation; and

– Discussed how plans had been modiﬁ ed to align with other

projects and forecast trading volumes.

Multi-Channel Foundation Programme
– Updated on the key risks and the mitigating actions;
– Discussed the governance processes embedded throughout the
development and the quality of independent assurance provided;

– Discussed the go-live date, the implications should this not be
achieved and the associated business contingency plans; and

– Discussed the business requirements and how the business

was evolving to support the multi-channel operations.

International operations
– Updated on the risks and mitigating actions to deliver the

international strategy;

– Updated on the infrastructure required to deliver future growth

and the integration of the international business into key
strategic programmes;

– Discussed the various business formats operated throughout

different regions;

– Updated on the business continuity plans and discussed the
results of test exercises undertaken, the levels of assurance
and the frequency of testing;

– Discussed tactical changes to deliver beneﬁ ts in the shorter

term as the supply chain evolves;

– Updated on franchise partner performance, operational

management and anti-bribery measures; and

– Discussed the scale of change required to build a truly
international business along with the impact on ways of
working, new structures and practices.

Tenure and tender of the external auditor
Last year we advised that PwC (and its predecessor ﬁ rms)
had been the Auditor for M&S since 1926. To maintain
objectivity of the Audit process, M&S actively supports
audit partner rotation.

Given the length of PwC’s tenure and the changes to the UK
Governance Code in 2013, we committed to putting the
external audit contract out to tender. The tender process was
initiated in June 2013, concluded in the latter part of 2013 and
on 5 December the proposed change in Statutory Auditor was
announced by the Board. From the 2014/15 ﬁ nancial year, if
agreed by shareholders, Deloitte LLP will be the Company’s
Statutory Auditor.

The process
An audit tender team was created and led by the Head of
Internal Audit and comprised representatives from Corporate
Governance, Finance, IT and Central Procurement. Six ﬁ rms
were invited to participate, two of which were “mid tier” audit
ﬁ rms. Three audit ﬁ rms reached the ﬁ nal stage of the tender
process.

Committee members received detailed responses from each
ﬁ rm to a formal Request for Proposal (RFP), along with copies
of a full presentation for discussion at the meeting. The audit
tender team also prepared a summary of each proposal, an
overview of notable points from each RFP, and thoughts and
observations from the tender process.

The Committee held meetings with each ﬁ rm individually,
during which they received detailed responses to preset
accounting questions and to general matters closely linked to
M&S’s corporate values. The presentations were followed by an
extensive discussion and Q&A session with the Audit ﬁ rm.
Following each meeting, the Committee then discussed the
presentation, the views communicated and the perceived
strengths and weaknesses of the team.

After reviewing all three proposals, the Committee held a
separate meeting to discuss the merits of each ﬁ rm and their
respective teams. It considered the views of the internal team,
the likely level of disruption as a result of any change, and the
cost proposals presented by each ﬁ rm.

The outcome
While the Committee acknowledged that all three ﬁ rms had the
capability to deliver a high quality audit, the internal team were
asked to review two of the three ﬁ rms and measure them
against a number of speciﬁ c points from the RFP and to report
back with their ﬁ ndings. The interim period gave Committee
members additional time to reﬂ ect further on these two ﬁ rms.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

The review further validated the assessment of the ﬁ nal two
ﬁ rms. After extensive debate, Deloitte was felt to display a
greater ability to drive innovation and challenge for M&S and to
implement more process automation, which in turn would drive
value and improvements in the Company’s control systems.

The Committee agreed to propose to the Board that Deloitte
be appointed as Statutory Auditor following completion of the
2013/14 year-end process and that this appointment would be
subject to shareholder approval at the AGM in July 2014.

The Committee would like to thank each ﬁ rm that participated
in the tender and speciﬁ cally thank PwC on the Board’s behalf
for their signiﬁ cant contribution to M&S over the years.

Effectiveness of the External Auditor
The Committee believes the independence and objectivity
of the external auditor and the effectiveness of the audit
process are safeguarded and remain strong.

Despite the intended change of Statutory Auditor, the
Committee believes it remains necessary to report on how we
assessed the effectiveness of PwC for the 2013/14 period.

Towards the end of 2013, a top-tier accounting ﬁ rm published a
framework to assist companies in assessing the effectiveness
of their external auditors. The framework is divided into 10
structured components setting out the key areas of the audit
process for the Audit Committee to consider, as well as the role
that management has contributed to an effective process.

The framework provides audit committees with a mechanism
to encourage management to improve standards in a number
of key areas. These include ensuring that information is
presented with a culture of ‘right ﬁ rst time’, that the quality of
management papers is high, that robust internal systems and
controls are maintained, that the audit process is respected
and valued by the management team, and that proposed audit
adjustments are examined seriously. The Committee believes
that this framework provides a robust process for monitoring
auditor effectiveness now and which can be measured against
the ﬁ ndings of future external auditor effectiveness surveys.

The Committee members were asked to complete a survey in
March 2014. While the survey itself was felt to be detailed,
there were areas where the Committee Chairman was felt to
have greater visibility of the overall process as a result of his
one-to-one meetings with the audit partner at PwC. This will be
built upon in the coming year to ensure greater visibility for
other committee members. Areas that were identiﬁ ed as being
particularly strong were the timely manner in which signiﬁ cant
audit and accounting issues were raised to the Committee and
the strength and commitment of the engagement partner.
Areas where the Committee believed the process for assessing
the effectiveness of the external auditor could be improved will
be discussed with the incoming audit ﬁ rm and addressed over
the coming months.

Non-audit fees
The business is very mindful of engaging the Statutory
Auditor for non-audit services. A robust auditor
engagement policy is in place and adhered to. It is
reviewed annually and disclosed on the corporate
website, marksandspencer.com/thecompany.

Last year’s report highlighted two projects that had increased
our non-audit fees higher than we would have preferred. One
of these projects, integrated controls framework, bridged the
2012/13 and 2013/14 ﬁ nancial years, impacting the level of
non-audit fees in both years. Alongside this, the Company’s EU
Group Relief Litigation claim was successful, recovering
£18.5m of tax (plus interest), resulting in advisory fees payable
to PwC. These fees were approved by the Audit Committee in
prior years. For the 2013/14 ﬁ nancial year, the non-audit to
audit services ratio was 0.83:1. Note 4 on page 98 provides
further detail on non-audit service fees.

The Company is committed to providing greater transparency
with its reporting where possible. Looking ahead at the 2014/15

ﬁ nancial year, business forecasting and planning indicates that
non-audit fees will again be impacted by exceptional items,
much of which are the direct result of the change in Statutory
Auditor. Deloitte provided several non-audit services to the
business prior to their appointment, most of which were
complete by March 2014. Those that had not been completed
are being tendered to another ﬁ rm. Fees relating to these prior
services are not included in the above ratio as Deloitte were not
the Statutory Auditor for M&S at the time. However, fees for the
ongoing services attributable to the new ﬁ nancial year will
impact the non-audit to audit services ratio in 2014/15.

Furthermore, during 2013/14 Deloitte provided certain taxation
services in relation to a claim for overpaid tax. If this claim is
successful contingent fees will be payable to Deloitte, again
impacting the non-audit to audit fee ratio.

The business is committed to maintaining non-audit fees at a
lower level at the earliest opportunity. Equally, the Committee is
mindful that non-audit fees should be kept to a minimum,
therefore all further requests for Deloitte to undertake non-audit
work during 2014/15 will be put to the Committee for approval,
regardless of size.

Signiﬁ cant issues
The Audit Committee has assessed whether suitable
accounting policies have been adopted and whether
management have made appropriate judgements and
estimates.

Throughout the year the ﬁ nance team has worked closely with
PwC to ensure that the business is transparent and provides
the required level of disclosure regarding the signiﬁ cant issues
considered by the Committee in relation to the ﬁ nancial
statements, as well as how these issues were addressed,
whilst being mindful of matters that may be business sensitive.

The main areas of judgement that have been considered by the
Committee to ensure that appropriate rigour has been applied
are as follows:

Impairment of goodwill, assets and stores
The Committee has considered the assessments made in
relation to the impairment of goodwill, brands and tangible ﬁ xed
assets, including store assets. The Committee received
detailed reports from management outlining the valuation
methodology, the basis for key assumptions (discount rate and
long-term growth rate) and the key drivers of the cash ﬂ ow
forecasts. The Committee has challenged these key
assumptions and are satisﬁ ed that they are appropriate. The
Committee has also understood the sensitivity analysis used by
management in their review of goodwill and brand impairment.
In addition, the business plans detailing management’s
expectations of future performance of the businesses are
Board approved. The Committee is satisﬁ ed that no impairment
of goodwill or brand is required and appropriate impairment of
tangible assets have been recognised. See notes 14 and 15
to the ﬁ nancial statements for further information on
these items.

Inventory valuation and provisioning
Inventory provisions include stock in transit, obsolete stock, net
realisable value below cost and general provisions. The
Committee has examined in detail management’s paper
outlining the judgements made regarding provisioning for
inventory balances, and is satisﬁ ed that a sufﬁ ciently robust
process was followed to conﬁ rm quantities of inventory and that
net realisable value of inventory exceeds its cost at year end.

Presentation of the ﬁ nancial statements
The Committee gave consideration to the presentation of the
ﬁ nancial statements and in particular the presentation of the
non-GAAP measures in accordance with the Group accounting
policy. This policy states that adjustments are only made to
reported proﬁ t before tax where income and charges are
one-off in nature, signiﬁ cant and distort the Group’s underlying
performance. In the current year, management have included
proﬁ t on property disposal, one-off pension credits, interest

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

income on tax repayments, restructuring costs, international
store review, fair value movement of embedded derivative,
strategic programme costs and the reduction in M&S Bank
income for the impact of the ﬁ nancial product mis-selling
provision within this category. The Committee has concluded
that this presentation is appropriate. See note 5 to the ﬁ nancial
statements for further information on the nature of these items.

Retirement beneﬁ ts
The Committee has reviewed the actuarial assumptions such
as discount rate, inﬂ ation rate, expected return of scheme
assets and mortality, which determine the pension cost and
the UK deﬁ ned beneﬁ t scheme valuation, and has concluded
that they are appropriate. The assumptions have been
disclosed in note 11 to the ﬁ nancial statements.

Revenue recognition in relation to refunds, gift cards
and loyalty schemes
Revenue accruals for sales returns and deferred income in
relation to loyalty scheme redemptions and gift card and credit
voucher redemptions are estimated based on historical returns
and redemptions. The Committee has considered the basis of
these accruals, along with analysis of historical returns and
redemption rates and has agreed with the judgements reached
by management.

Each of the above areas of judgement have been identiﬁ ed as
areas of focus and therefore the Committee has also reviewed
detailed reporting from the external auditor, PwC.

Fair, balanced and understandable
Towards the end of the 2013/14 ﬁ nancial period, the
Committee had discussed what information and level of debate
and insight it would need in order to satisfy members that
ﬁ nancial information was fair, balanced and understandable.

At the request of the Board, the Committee has considered
whether, in its opinion, the 2013/14 Annual Report and
Accounts is fair, balanced and understandable and whether it
provides the information necessary for shareholders to assess
the Group’s performance, business model and strategy.

The Committee was provided with a draft copy of the Annual
Report early in the drafting process in order to assess the
broad direction and key messages being communicated. The
Committee received a further draft some two weeks prior to
the meeting at which it would be requested to provide its ﬁ nal
opinion. Committee members provided feedback highlighting
any areas where they believed further clarity was required. This

feedback was incorporated into the draft report provided to the
Audit Committee meeting for ﬁ nal comment and approval.

When forming its opinion, the Committee reﬂ ected on the
information it had received and its discussions throughout the
year. In particular, the Committee considered:

Is the report fair?
– Is the whole story presented and has any sensitive material

been omitted that should have been included?

– Is the reporting on the business segments in the narrative

reporting consistent with those used for the ﬁ nancial reporting
in the ﬁ nancial statements?

– Are the key messages in the narrative reﬂ ected in the ﬁ nancial

reporting?

– Are the KPIs disclosed at an appropriate level based on the

ﬁ nancial reporting?

Is the report balanced?
– Is there a good level of consistency between the narrative

reporting in the front and the ﬁ nancial reporting in the back of
the report and do you get the same message when you read
them independently?

– Is the Annual Report properly a document for shareholders?
– Are the statutory and adjusted measures explained clearly

with appropriate prominence?

– Are the key judgements referred to in the narrative reporting
and the signiﬁ cant issues reported in this Audit Committee
Report consistent with the disclosures of key estimation
uncertainties and critical judgements set out in the ﬁ nancial
statements? How do these compare with the risks that PwC
is planning on including in their report?

Is the report understandable?
– Is there a clear and understandable framework to the report?
– Are the important messages highlighted appropriately

throughout the document?

– Is the layout clear with good linkage throughout in a manner

that reﬂ ects the whole story?

Following its review, the Committee was of the opinion
that the 2014 Annual Report is representative of the year
and presents a fair, balanced and understandable
overview, providing the necessary information for
shareholders to assess the Group’s performance,
business model and strategy.

Andy Halford
Audit Committee Chairman

Assurance

On behalf of the Board, the Audit Committee examines the effectiveness of the Group’s:
– Systems of internal control, covering all material controls, including ﬁ nancial, operational and compliance controls and risk

management systems, primarily through approving the internal audit plan and reviewing its ﬁ ndings, reviews of the annual and
half-year ﬁ nancial statements and a review of the nature, scope and reports of external audit;

– Management of risk by reviewing evidence of risk assessment activity and an internal audit report on the process; and
– Action taken or to be taken to manage critical risks or to remedy any control failings or weaknesses identiﬁ ed.

The Audit Committee has completed its review of the effectiveness of the Group’s systems of internal control during the year and
up to the date of this Annual Report, in accordance with the requirements of the revised Turnbull Guidance on Internal Control,
published by the FRC. It conﬁ rms that no signiﬁ cant failings or weaknesses were identiﬁ ed in the review for 2013/14. Where
areas for improvement were identiﬁ ed, processes are in place to ensure that the necessary action is taken and that progress is
monitored. Further details of this process can be found within our full and detailed response to the Code, provided within the
corporate governance section of marksandspencer.com/thecompany

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Furthermore, the Committee considers the Group has adopted appropriate accounting policies and where necessary, made
appropriate estimates and judgements. The Committee also believes that this Annual Report and Accounts provides the
information necessary for shareholders to assess the Group’s performance, business model and strategy.

This year details on our Risk Management have been provided within the Strategic Report section of this document. This can be
found on pages 15 to 17 and page 44. It should be noted that our risk management systems are designed to manage rather
than eliminate risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against
material misstatement or loss.

The key features of the Group’s internal control and risk management systems that ensure the accuracy and reliability of ﬁ nancial
reporting include: clearly deﬁ ned lines of accountability and delegation of authority, policies and procedures that cover ﬁ nancial
planning and reporting, preparing consolidated accounts, capital expenditure, project governance and information security, and
the Group’s Code of Ethics and Behaviours.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Nomination
Committee

“ We will ensure
that our Board
composition
continues to be
appropriately
balanced.”

Robert Swannell
Chairman of the Nomination Committee

In my overview last year, I highlighted the signiﬁ cant focus on
increasing the number of women on Boards by companies and
regulators around the world. When our 2013 Annual Report
was published in June 2013, female representation on our
Board was at 21%. This year I am pleased to report that,
following our 2014 AGM, female representation on our board
will be over 30%. Although we are pleased with this
achievement, we believe that diversity should be considered in
its broadest sense, encompassing experience and
background. Our progress against our Board diversity policy is
outlined on page 51. As the Board continues to work towards
transforming the business into an international, multi-channel
retailer, we will ensure that our Board composition retains an

Board activity 2013/14

Who is on our Nomination Committee
The Committee comprises the Chairman, independent
non-executive directors and the Chief Executive.
Terms of reference are available to view at
marksandspencer.com/thecompany.

Name of Director

Robert Swannell
(Committee Chairman)
Marc Bolland
Vindi Banga
Alison Brittain
(appointed 1 January
2014)
Miranda Curtis
Jeremy Darroch1

Martha Lane Fox
Andy Halford
Steven Holliday
(Resigns 8 July 2014)

Date appointed

4 Oct 2010 5

1 May 2010 5
3 Sept 2011 5
1 Jan 2014 2

3 Feb 2012 5
2

1 Sept 2006 to 19
June 2013)
1 June 2007 5
1 Jan 2013 5
5

15 July 2004 to 8
July 2014)

Jan du Plessis

1 Nov 2008 5

Percentage
of Meetings
attended

100%

100%
100%
100%

100%
100%

100%
100%
100%

100%

5
5
2

5
2

5
5
5

A = Maximum number of meetings the director could have attended.
B = Number of meetings the director actually attended.
1. Jeremy Darroch was a member of the Committee until 19 June 2013 when he resigned

from the Board.

appropriately balanced range of skills, experience and technical
ability so that we are well placed to achieve our objectives and
longer-term strategy.

During the year, the composition of the Board and its
Committees has been refreshed. Some of these changes were
communicated to shareholders in last year’s report. On 21 May
2013, we announced that Steven Sharp, Executive Director,
Marketing would be retiring after nine years with the business.
Steven stepped down from the Board on 8 July 2013 following
the AGM, remaining as Creative Director until 28 February
2014. Steven’s continued employment facilitated a smooth
transition and induction for his successor, Patrick Bousquet-
Chavanne, who was appointed Executive Director, Marketing
and Business Development in July 2013.

Andy Halford, who joined the Board as a non-executive director
in January 2013, succeeded Jeremy Darroch as Chairman of
the Audit Committee in June 2013, following Jeremy’s
retirement. Andy has since been appointed as a member of the
Remuneration Committee with effect from 1 May 2014.

Last year, we also announced that Steven Holliday, non-
executive director and Chairman of our Remuneration
Committee, would be stepping down from the Board following
the 2014 AGM. Vindi Banga, who joined the Board as a
non-executive director in September 2011, will succeed Steven
as Chairman of the Remuneration Committee, having sat as a
member of the Committee since his appointment. Steven
provided the business with a signiﬁ cant period of notice prior to
his departure, ensuring that he would have the opportunity to
assist the Company with the induction of his replacement, as
well as liaise with investors ahead of the remuneration policy

What has the Committee done during the year?
– We continued to refresh and review non-executive director
tenure and skill set to ensure appropriate mix and diverse
experience. As part of this, we agreed the process,
timetable, shortlist and ﬁ nal recommendation for the
appointment of Alison Brittain and discussed the
appointment renewal for Robert Swannell;

– We continued to support succession and development of
the executive directors. As part of this, we reviewed and
recommended the appointment of Patrick Bousquet-
Chavanne to succeed Steven Sharp, and implemented
development initiatives for senior executives, including
international business school training, executive coaching,
and non-executive director mentor programme;

– Committee members also participated in several employee-

focused initiatives, giving increased access across the
organisation, direct employee feedback and greater visibility
of high potential talent; and

– We also continued to look at ongoing business insight needs

and development for all directors.

What is the action plan for 2014/15?
– Continue to review succession plans for the Board and key

roles across the business;

– Continue to identify future talent pipeline;
– Review development initiatives for directors; and
– Develop programme for wider business exposure for

non-executives.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

being put to a shareholder vote, in line with regulatory
requirements, at the AGM in July. Steve leaves the company
with our best wishes and utmost gratitude for his many years of
service.

The ﬁ nal change to the composition of our Board and
Committees this year was the addition of Alison Brittain, who
joined the Board as a non-executive director on 1 January
2014. Alison was also appointed as a member of the Audit
Committee with effect from 11 March 2014, ahead of Steven
Holliday’s departure in July.

Board Diversity Policy 2014
We launched the Board diversity policy in 2012 with the
intention of ensuring that diversity, in its broadest sense,
remains a central feature of the Board. Since setting out our
ambitions and objectives, the Board has made some positive
steps in broadening the diversity not just of the Board, but of
our senior management. We have reported against each of our
policy objectives below and, in 2014, the Board intends to
review the policy to ensure that it continues to drive the beneﬁ ts
of a diverse Board and workforce across the business.

Maintain a level of at least 30% female directors on
the Board over the short to medium term
We have made good progress refreshing the Board during the
year, which has resulted in an increase in the proportion of
female directors on the Board, from 21% at the end of March
last year to 29% in March this year. This will increase further to
31% in July, when Steven Holliday steps down from the Board.

We remain committed to at least maintaining this level of female
representation in the medium-term, whilst ensuring that
diversity in its broadest sense remains a central feature of the
Board. That said, the Nomination Committee will continue to
recommend appointments to the Board based on merit and we
remain opposed to mandatory quotas. Despite the progress
that has been made, the Committee is conscious that the
increase in the proportion of women on our Board has been
driven largely by the appointment of non-executive directors.
The Board remains committed to strengthening the pipeline of
senior female executives within the business and has taken
steps to ensure that there are no barriers to women
succeeding at the highest levels within M&S.

Assist the development of a pipeline of high-calibre
candidates by encouraging a broad range of senior
individuals within the business to take on additional
roles to gain valuable Board experience
Strengthening the pipeline of executive talent in the Company
has remained a key focus during the year. We are continuing to
learn and build on existing programmes while introducing new
initiatives to build, broaden and develop the signiﬁ cant talent
which exists across the business.

Details of key initiatives include:

– A comprehensive talent review presented to the Board

annually, mapping successional candidates and opportunities
across all senior roles within the business;

– The Leadership Development Service has continued to

identify and partner key senior talent across the business,
broadening their skills set and experience to ensure that they
are well placed for future opportunities. This has been
encouraged through greater boardroom exposure, non-
executive and Trustee roles outside of M&S, and participation
in mentoring programmes;

– Access to International Business School training; and
– Senior management mentoring and coaching schemes,
including non-executive director sponsored lunches and
breakfasts.

Consider candidates for appointment as non-
executive directors from a wider pool, including those
with little or no listed company board experience
The Nomination Committee spends a great deal of its time
evaluating the Board’s successional needs, working closely
with our executive search agency, JCA, in drawing up long and
short lists of candidates. As part of the search for our most

recent non-executive director, Alison Brittain, we identiﬁ ed
and interviewed a variety of candidates from a range of
backgrounds and industries, to ensure that we had exposure to
a wide selection of individuals. Whilst we do not currently
openly advertise our non-executive director positions, we
recognise the merit of taking a combined approach and will
keep this under review.

Ensure ‘long lists’ of potential non-executive directors
include 50% female candidates
The Board remains committed to ensuring that high performing
women from a variety of backgrounds who have the requisite
skills, are given exposure to the Nomination Committees of
FTSE 100 companies. This year, the Board again met its
commitment, and all non-executive director long lists in
2013/14 therefore included 50% female candidates.

Only engage executive search ﬁ rms who have signed
up to the voluntary Code of Conduct on gender
diversity and best practice
The Board continues to support the principles of the Executive
Search Firms Voluntary Code of Conduct on gender diversity,
demonstrated by remaining committed to only engaging
executive search ﬁ rms who are signatories to this code. We
continued to work closely with JCA during the year, and remain
committed to maintaining our targets and ambitions around
representation of women on the Board. The Board conﬁ rms
that JCA has no other connection with the Company.

Report annually against these objectives and other
initiatives taking place within the Company which
promote gender and other forms of diversity
The Board has made some signiﬁ cant progress against the key
policy objectives during the year, as highlighted above. During
the year, the business has continued to embrace all forms of
diversity with the introduction or continuation of a number of
initiatives:

– The annual Board evaluation process includes an assessment
of the Board’s diversity including gender, helping to objectively
consider its composition and effectiveness;

– Launched M&S Inspiring Women – a network to support the
progress of women in our business, giving access to a range
of role models, providing informal mentoring and networking
opportunities, and creating a forum for discussion to explore
and address the career challenges women face;

– Signed up to the 30% Club female mentoring scheme;
– The MBA Leadership Programme is in its third year, recruiting
and developing talented MBA graduates from international
business schools; to date intake into the programme has
been over 50% women;

– Gaining a better understanding of the longer-term causes of
under representation of women at particular management
levels across the business; and

– A number of programmes to help people in our communities,
including Marks & Start, Marks & Start Logistics and Make
Your Mark are successfully helping young people, the
homeless, lone parents and those with disabilities to ﬁ nd work
in our stores and distribution centres.

Report annually on the outcome of the Board evaluation,
the composition and structure of the Board as well as
any issues and challenges the Board is facing when
considering the diverse make-up of the Company
We continue to regard the Board and Committee evaluation
process as an important means of monitoring our progress.
Full details of how we have progressed during the year and full
details of the 2014/15 Action plan are on page 43. We remain
committed to getting the right balance of internal versus
external hires and work towards understanding and managing
some of the challenges we face, such as:

– Obtaining visas for international candidates outside of Europe;

and

– Any main issues women face to reach regional management

positions and above, within the business.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Remuneration
Overview

“ Our remuneration
framework is
designed to
ensure the long-
term sustainable
success
of M&S.”

Steven Holliday
Chairman of the Remuneration Committee

On behalf of the Board, I am pleased to introduce our 2014
Remuneration Report. The report is split into two distinct
sections and in accordance with the new regulations, you will
be asked to vote separately on these reports at our AGM in
July 2014.

Our remuneration framework is designed to ensure our
business is run by high-quality leaders with the skills and
expertise necessary to support the delivery of our business
priorities. We believe that the remuneration policy which you
approved in 2011 continues to remain appropriate. As a result,
while our remuneration report has changed this year, our
remuneration framework has remained consistent with what
was introduced at that time.

Strategic alignment of executive remuneration
The Committee believes that a well-designed remuneration policy
supports and drives the business strategy. Three years ago, we
began our transformation programme to modernise M&S from
being a traditional British retailer to a multi-channel, international
one. Stretching performance measures in our Annual Bonus
Scheme and Performance Share Plan reﬂ ect the targeted
delivery of our key business priorities, such as the efﬁ cient
investment in store environments, IT systems, our distribution
network and the launch of the new M&S.com platform.

Our remuneration framework is designed to motivate and
reward decisions which will ensure the long-term sustainable
success of M&S while also striving for excellent results.
For example, a signiﬁ cant part of performance-related
pay is delivered through shares, three years from grant.
This maintains the principle that our leaders have
signiﬁ cant long-term investment in our business, aligned
with our shareholders.

Key remuneration points for the year
While salaries for all employees in the UK were increased on
average by 2%, the executive directors requested not to be
considered for any salary increase.

The Committee believes in pay for performance, and ensures
that targets set are stretching and linked to those measures
necessary to ensure the long-term success of M&S. Annual
bonus measures are primarily ﬁ nancial, but also include a
number of non-ﬁ nancial measures in order to ensure a
balanced view of the Company’s performance. While each
director made good progress against their individual objectives,
the Underlying Group Proﬁ t Before Tax (PBT) achieved was
below the threshold target set by the Committee and so
no bonus was therefore payable in respect of ﬁ nancial or
individual targets.

Performance Share Plan awards granted in 2011 were
measured for the three-year period up to 29 March 2014
against challenging Earnings Per Share (EPS), Return on
Capital Employed (ROCE) and Revenue targets. As a result
of performance against these targets, executive directors
will receive only 7.6% of the original award; these will vest in
July 2014.

Minor amendments proposed to remuneration
arrangements for 2014/15
To ensure we continue to align our remuneration arrangements
with the Company’s future strategic priorities and stakeholder
views, we are proposing some minor amendments this coming
year. These are discussed at length on pages 65, 67 and 70,
but in summary:

– Awards under the Annual Bonus Scheme will remain capped
at 200% of salary, with 50% of any award being deferred into
shares for three years.

– 60% of the bonus will continue to be measured against proﬁ t
targets, but for our trading directors, this will now be split
equally between Group performance and the performance of
their individual business unit.

– We have also simpliﬁ ed the measures used in the Annual

Bonus Scheme, reducing the number of individual
performance measures from four to three but giving each an
increased weighting. The Committee believes this targeted
focus on our key strategic priorities will support and drive the
focus on the turnaround of General Merchandise and the
ongoing success of our Food business.

– Reﬂ ecting that Plan A (our environmental and ethical plan) is
an integral driver of how we do business at M&S, success
against Plan A targets will now act as an underpin to the
bonus scheme.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

53
53

Should there be a signiﬁ cant variance to our Plan A
achievements versus objectives, the Committee shall have
discretion to adjust individual payments accordingly. Further
details on this are provided on page 65. This will ensure that
achievement against the performance measures will not be
to the detriment of our ethical and environmental principles.

– The performance targets for the 2014/15 Performance Share
Plan were reviewed to ensure they remain stretching, and
incentivise and challenge executive directors. Following
feedback from shareholders, the EPS target range will remain
unchanged as will the Revenue target ranges for our UK and
International businesses. The ROCE range has been
narrowed leaving the threshold target the same. The target
range for Multi-channel Revenue has been increased,
reﬂ ecting our aspirations for this part of the business.

– We listened to shareholder feedback and have this year

increased the existing shareholding requirements to require
executive directors to hold 150% of salary and 250% for the
Chief Executive Ofﬁ cer. We believe this is an appropriate level
of shareholding when compared with other UK companies of
our size.

As previously announced, I will be stepping down from my
position of Remuneration Committee Chairman at this year’s
AGM and will be succeeded by Vindi Banga. I have appreciated
my time on the Board of M&S and my role as Chairman of the
Committee.

The Committee has valued the engagement with, and support
of, shareholders and we remain focused on setting demanding
incentive targets and disclosing details of both performance
and objectives each year. Together with the rest of the Board,
Vindi and I look forward to hearing your views on our
remuneration arrangements and will be available to answer any
questions you may have at the AGM.

Steven Holliday
Chairman of the Remuneration Committee

This report has been prepared in accordance with the relevant
provision of the Companies Act 2006 and on the basis
prescribed in the large and medium-sized Companies and
Groups (Accounts and Report) (Amendments) Regulations
2013 (the Regulations). Where required, data has been
audited by PricewaterhouseCoopers LLP and this is
indicated appropriately.

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Governance
Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

54
54

Directors’
remuneration policy

This report sets out the Company’s policy on remuneration for executive and non-executive directors, and will be proposed for
approval by shareholders at the AGM on 8 July 2014. The policy remains unchanged from that disclosed in recent ﬁ nancial years.
It will take effect from 8 July 2014 and may operate for up to three years.

The Committee has therefore built in a degree of ﬂ exibility to ensure the practical application of the policy over this period. Where
such discretion is reserved, the extent to which it may be applied is described.

The Company’s policy remains to attract, retain and motivate its leaders and ensure they are focused on delivering business
priorities within a framework designed to promote the long-term success of M&S, aligned with shareholder interests.

Executive directors

Remuneration policy: policy table

Element, purpose and link to strategy
Base salary
To attract, retain and motivate high calibre
executives needed to deliver our strategy and
drive business performance.

Beneﬁ ts
To provide market competitive beneﬁ ts which
drive employee engagement and commitment
in our business.

Pension beneﬁ ts
To attract and retain high calibre executives
through a commitment to responsible, secure
retirement funding in line with our Company
values.
Annual Bonus Scheme
including Deferred Share Bonus
Plan (DSBP)
To drive annual proﬁ tability, strategic change
and individual performance in line with our
business plan.
To recognise and reward individual
contributions to the way we do business.
The deferral into shares provides alignment
with shareholders’ long-term interests
following the successful delivery of short-term
targets.

Performance Share Plan (PSP)
Measured against the key ﬁ nancial drivers
of our business plan to deliver sustainable
value creation.
To encourage long-term shareholding to retain
directors, and provide greater alignment with
shareholders’ interests.

Operation
– Payable in cash.
– Reviewed annually by the Committee considering a number of factors, including:
– Salary increases awarded to other employees in the wider workforce; and
– Comparable salaries in appropriate comparator groups

(e.g. major retailers, our peer group of FTSE 25-75 companies etc.).

– Salaries reﬂ ect the experience, responsibility and contribution of the individual and role

within the Group.

– Salaries for all employees are typically reviewed annually on a similar basis.

– Directors are eligible to receive beneﬁ ts in line with our policies which may include:
– A car or cash allowance;
– A driver; and
– Life assurance.
– Where appropriate, our Global/Domestic Mobility Policy may apply. This may include, but

not be limited to travel, relocation and tax equalisation allowances.

– All employees, including directors, are also offered a number of other beneﬁ ts such as

employee discount and salary sacriﬁ ce schemes such as Cycle2Work.

– Directors are able to participate in a Save As You Earn Scheme and/or a Share Incentive
Plan and any other all employee share schemes on the same terms as other employees.

– Directors may participate in the Your M&S Pension Saving Plan (a deﬁ ned contribution

arrangement) or receive a cash supplement in lieu of pension contributions into
this scheme.

– Directors who are members of the Marks & Spencer UK Pension Scheme (a deﬁ ned
beneﬁ t arrangement, closed to new entrants) will accrue beneﬁ ts under that scheme.

– Directors are eligible to participate in this non-contractual, discretionary Scheme.
– Payments are made subject to the satisfaction of predetermined targets set at the start

of the year, as approved by the Committee.

– Not less than 50% of any bonus earned is paid in deferred shares under the DSBP,

with the remainder payable in cash.

– Deferred shares vest after a period of three years subject to continued service, but no further

performance conditions.

– Malus provisions, good leaver and change of control provisions apply to the deferred

shares (see page 59).

– The value of any dividends during the deferred period will be payable (see the

explanatory notes on page 56).

– The Committee retains the right to exercise discretion, both upwards and downwards, to

ensure that the level of award payable is appropriate and fair in the context of the
director’s individual performance and the Company’s overall performance. Where
exercised, the rationale for this discretion will be fully disclosed to shareholders in the
subsequent Annual Report.

– All employees are eligible to participate in a bonus scheme measured against Group

ﬁ nancial/local targets and/or individual performance. For the most senior managers, part
of the bonus earned is paid in deferred shares under the DSBP.

– The Company’s principal long-term incentive scheme, ﬁ rst approved by shareholders

in 2005.

– Directors are eligible to participate in this non-contractual, discretionary Plan.
– Directors may receive an annual award which vests after three years subject to

predetermined performance conditions.

– Malus provisions, good leaver and change of control provisions apply (see page 59).
– The value of any dividends during the vesting period will be payable (see the explanatory

notes on page 56).

– A signiﬁ cant proportion of the most senior managers may be invited to participate in the

PSP, on similar terms as the executive directors.

Governance
Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

55
55

Maximum opportunity
– Whilst there is no set maximum, any increases are normally in line

with those in the wider workforce.

– Individual adjustments in excess of this may be made outside of
this cycle at the discretion of the Committee, where appropriate.
Such circumstances can include:

– Where the role scope has changed;
– Where comparable salaries in the external market have

changed; or

Performance conditions
N/A

– To apply salary progression for newly appointed directors.
– Whilst there is no set maximum, any beneﬁ ts will be provided at a

rate commensurate with the market.

– Maximum participation in all-employee share schemes is in line

N/A

with local statutory limits.

– A maximum of 25% of salary for executive directors or 30% of

salary for the CEO.

N/A

– A maximum annual potential of up to 200% of salary.

– Quantiﬁ able one-year performance measures and targets are set
by the Committee around ﬁ nancial and individual objectives linked
with the sustainable delivery of our business plan.

– Financial performance measures comprise at least 50% of awards
and may include, but not be limited to, Underlying Group Proﬁ t
Before Tax (PBT).

– Typically, no payment for individual objectives can be earned

unless a ‘threshold’ level of PBT has been achieved. This threshold
level is set by the Committee taking into account the previous
year’s performance and the business operating plan for the
current year.

– For threshold performance, up to 40% of maximum bonus
potential may be payable for the achievement of individual
objectives.

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– The maximum value of shares (at grant) which can be made

– Performance is measured over a three-year period against a

under an award to an individual in respect of a ﬁ nancial year is
300% of salary.

balanced scorecard of ﬁ nancial measures which currently include
Revenue, Earnings Per Share (EPS) and Return on Capital
Employed (ROCE) chosen as those measures which support
and drive top-line and bottom-line performance in line with
business strategy.

– The measures are currently weighted towards EPS.
– The threshold level of vesting is 20% of the maximum.
– For performance between threshold and maximum, awards vest

on a straight-line basis.

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Governance
Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

56
56

Directors’ remuneration policy continued

Policy table continued
Executive directors may be in receipt of awards under share plans outside of the current remuneration framework detailed on
pages 54 to 55; these may have been awarded upon recruitment or prior to their appointment as an executive director. While
awards under these plans do not form part of an executive director’s annual remuneration, for transparency, details of the plans
are set out in the table below.

Element, purpose and
link to strategy
Restricted Share Plan (RSP)
To enable the recruitment of key
directors who are necessary to the
delivery of business strategy.

Executive Share Option
Scheme (ESOS)
Measured against the key drivers
of our business plan to deliver
sustainable value creation.
To encourage long-term
shareholding to retain directors,
and provide greater alignment
with shareholders’ interests.

Operation

– Restricted awards may be granted for the

recruitment of directors.

– Awards vest after a restricted period, which can
vary by award but is typically between one and
three years.

– Malus provisions, good leaver and change of

control provisions apply (see page 59).

– The value of any dividends during the restricted
period will be payable (see explanatory notes
below).

– Approved by shareholders and HMRC in 2005,
the Committee may choose to award share
options to directors if appropriate.

– Malus provisions, good leaver and change of

control provisions apply (see page 59).

– Options are normally exercised between the third
and tenth anniversaries of grant, subject to the
achievement of any performance conditions set
by the Committee.

Maximum
opportunity

Performance
conditions

– The Committee may
choose to apply no
formal performance
conditions save for
continued service.

– Awards vest subject
to at least three-year
predetermined
performance
conditions.

– Whilst there is no
maximum set in
the rules, the
Committee
considers the scale
and structure of
awards on an
individual basis.

– Awards are capped
at 250% of salary
in respect of any
ﬁ nancial year of the
Company but in
recruitment
circumstances
awards may be
granted up to a
higher limit of 400%
of salary.

Explanatory notes
Laura Wade-Gery has unexercised RSP awards which were made in connection with her appointment to compensate her for
incentive awards that were forfeited on cessation from her previous employer.

Steve Rowe has unexercised ESOS awards which were made prior to his appointment as executive director.

The Committee reserves the right to make any remuneration payments notwithstanding that they are not in line with the policy set
out above where the terms of the payment were agreed (i) before this policy was in force or (ii) at a time when the relevant
individual was not a director of the Company and, in the opinion of the Committee, the payment was not in consideration of the
individual becoming a director of the Company. For these purposes, payments include the Committee satisfying awards of
variable remuneration and, in relation to an award over shares, the terms of the payment are agreed at the time the award is
granted.

Awards granted under the PSP, DSBP and RSP can be made in the form of conditional share awards, forfeitable shares, options
or rights with the same economic effect. In addition, awards may be settled in cash. Awards may incorporate the right to receive
(in cash or shares) the value of dividends, including any dividend tax credit, between grant and vesting on the shares that vest.
This amount may be calculated on a cumulative basis, assuming the reinvestment of dividends into shares.

In the event of a variation of the Company’s share capital or a demerger, special dividend or other event which in the Committee’s
opinion may affect the price of shares, the Committee may alter the terms of awards and the number of shares subject to them.
The terms of awards may be amended in accordance with the relevant plan rules (which in the case of the PSP and the ESOS
were approved by shareholders on 13 July 2005).

Any performance conditions applicable to PSP and ESOS awards may be amended by the Committee if an event occurs which
causes it to consider that the performance condition would not achieve its original purpose and the amended performance
condition is, in the opinion of the Committee, no less difﬁ cult to satisfy but for the event in question.

Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

57
57

Application of the remuneration policy
The charts below provide an illustration of what could be received by each of the executive directors in the ﬁ rst year to which the
current remuneration policy applies as previously described.

These charts are illustrative as the actual value which will ultimately be received will depend on business performance in the year
2014/15 (for the cash element of the bonus scheme) and in the three-year period to 2016/17 (for the PSP), as well as share price
performance to the date of the vesting of the share element of the bonus scheme and PSP awards in 2017.

Marc Bolland

6,000

4,000

0
0
0
£

2,000

£1,304

Patrick Bousquet-Chavanne

£5,692

6,000

John Dixon

6,000

£2,767

18%

35%

47%

100%

4,000

0
0
0
£

2,000

43%

34%

23%

£3,053

£691

100%

£1,478

18%

35%
47%

43%

34%
23%

0
0
0
£

4,000

2,000

£1,675

18%

36%

46%

£775

100%

£3,475

Fixed

Target

Maximum

Fixed

Target

Maximum

Fixed

Target

Maximum

Steve Rowe

6,000

Alan Stewart

6,000

0
0
0
£

4,000

2,000

£3,069

£707

100%

£1,494

18%

35%

47%

43%

34%

23%

0
0
0
£

4,000

2,000

£3,363

£1,626

18%

35%

47%

£758

100%

43%

34%

23%

Laura Wade-Gery

6,000

4,000

2,000

0
0
0
£

£3,200

£1,544

18%

36%

46%

£716

100%

Fixed

Target

Maximum

Fixed

Target

Maximum

Fixed

Target

Maximum

43%

35%

22%

43%

35%

22%

Key

Assumptions

Includes all elements of ﬁ xed remuneration:
– Base salary (for 2014, as shown in the table on page 63);
– Pension beneﬁ ts (using the salary supplement policy on pages 54 to 55, for applicable individuals, also inclusive of a value reﬂ ecting deferred participation

in the Company’s deﬁ ned beneﬁ t arrangements); and

– Beneﬁ ts (using the value for 2013/14 included in the single ﬁ gure table on page 62).

Annual Bonus Scheme: Represents the potential value of the annual bonus for 2014/15. Half of any bonus would be deferred into shares for three years
and this is included in the value shown. No share price growth is assumed.

PSP represents the potential value of the PSP to be awarded in 2014, which would vest in 2017 subject to the performance against the EPS, Revenue and
ROCE targets (disclosed on page 67). No share price growth is assumed.

Fixed

Target

Maximum

Fixed remuneration only. No vesting under the Annual Bonus Scheme and PSP.

Includes the following assumptions for the vesting of the incentive components of the package:
– Annual Bonus Scheme: 50% of maximum
– PSP: 20% of maximum

Includes the following assumptions for the vesting of the incentive components of the package:
– Annual Bonus Scheme: 100% of maximum
– PSP: 100% of maximum

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Governance
Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

58
58

Directors’ remuneration policy continued

Recruitment policy
The table below sets out the Company’s policy on the recruitment of new executive directors. Similar considerations may also
apply where a director is promoted within the Board.

In addition, the Committee in exceptional circumstances has discretion to include any other remuneration component or award
which it feels is appropriate taking into account the speciﬁ c circumstances of the individual, subject to the limit on variable
remuneration set out below. The rationale for any such component would be appropriately disclosed. For example, for internal
promotional appointments to the Board, the Committee would honour any pre-existing contractual remuneration arrangements;
these arrangements may be outside of the policy detailed on pages 54 to 55.

Element
Salary

Recruitment policy

– The Committee will take into consideration a number of factors including the current pay for other

executive directors, external market forces, skills and current level of pay at the previous employer in
determining the pay on recruitment.

– For new appointments to the Board, the Committee may set the rate of pay at the lower end of the

rate for other directors with the intention of applying staged increases.

Beneﬁ ts

– The Committee will offer a package which is set in line with our policy to appropriately reﬂ ect the

circumstances of the individual.

Pension beneﬁ ts

– Maximum contribution in line with our policy for executive directors.

Annual Bonus Scheme

– Eligible to take part in the Annual Bonus Scheme with a maximum bonus of 200% of salary in line

with our policy for executive directors.

PSP

– An award of up to 300% of salary in line with our policy for executive directors.

Buy-out awards

– Where an individual forfeits outstanding variable pay opportunities or contractual rights at a

previous employer as a result of appointment, the Committee may offer compensatory payments
or buy-out awards, dependent on the individual circumstances of recruitment, determined on
a case-by-case basis.

– The Committee in its judgement normally intends that any such awards are made on a like-for-like

basis and considers issues such as the plan type, time horizons and valuation of the forfeited awards.
The Committee’s intention would be to ensure that the value awarded will be no greater than the
value forfeited by the individual.

– Where appropriate, the Committee may choose to apply performance conditions to any of

these awards.

Service contracts
It is the Company’s policy that all executive directors have rolling service contracts that can be terminated by the Company giving
12 months’ notice and the employee giving six months’ notice. The directors’ service contracts are available for shareholder
inspection at the Company’s registered ofﬁ ce.

Termination policy
The Company may terminate the contract of any executive director summarily in accordance with the terms of their service
agreement, on payment in lieu of notice of a sum equal to salary, beneﬁ ts and pension as per their contractual notice entitlement
(see page 72). The Company can make a series of phased payments which are paid in monthly instalments and subject to
mitigation. This mechanism allows for the amount of any phased payments to be reduced by the income from any alternative
position secured by the former director during the phased payments period.

Service agreements may be terminated without notice and without any payments in certain circumstances, such as gross
misconduct. The Company may require the individual to work during their notice period, or may choose to place the individual on
garden leave. Such a decision would be made to ensure the protection of the Company’s and shareholders’ interests where the
individual has had access to commercially sensitive information.

Governance
Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

59
59

The table below sets out key provisions for directors leaving the Company under their service contracts and the incentive plan rules.

Element
Salary, beneﬁ ts and
pension beneﬁ ts
Annual Bonus Scheme

Long-term incentive
awards

Termination policy

Payment will be made up to the termination date in line with relevant contractual notice periods.

There is no contractual entitlement to annual bonus. Should a director be under notice or not in active
service at either the relevant year end or on the date of payment, awards (including any outstanding
unvested deferred bonus shares) may lapse. The Committee may use its discretion as described below
to make a bonus award, which is normally prorated for time and based on performance assessed at the
end of the bonus period.

Where a director ceases to be an ofﬁ cer or employee of the Group, before the end of the relevant
period, the treatment of outstanding awards is determined in accordance with the plan rules.
In some circumstances, where a director leaves due to retirement, injury, ill-health, death or the sale of
the director’s employing company or business out of the Group, or any other reason at the discretion of
the Committee and in accordance with the plan rules, DSBP awards normally vest in full on cessation;
PSP and ESOS awards which have been held for at least 12 months normally vest when the level of
performance has been assessed and agreed at the end of the three-year performance period. The
Committee may determine these awards vest upon cessation as permitted in the plan rules. In either
circumstance, any relevant performance conditions would still apply to the PSP and ESOS awards and,
unless the Committee determines otherwise, would be time prorated.

Repatriation

Where a director has been recruited to the Company from overseas, the Company may pay for
repatriation.

Legal expenses and
outplacement

The Company may reimburse for reasonable legal fees in the event a director leaves by mutual consent.
It may also pay for professional outplacement services in these circumstances.

The Company’s policy toward exit payments allows for a variety of circumstances whereby a director may leave the business. In
some cases, where deemed suitable, the Committee reserves the right to determine exit payments, where the director leaves by
mutual agreement. In all circumstances, the Committee does not intend to ‘reward failure’ and will make decisions based on the
individual circumstances. The Committee’s objective is that any such agreements are determined on an individual basis and are in
the best interests of the Company and shareholders at that time, and reﬂ ect the director’s contractual and other legal rights.

Corporate events
In the event of a change of control or winding-up of the Company, unvested share awards will normally vest on the date that the
Board notiﬁ es participants of such an event. The number of shares which may vest under awards in these circumstances will be
subject to any relevant performance conditions and, in the case of PSP awards, unless the Committee determines otherwise,
time prorating.

In the event of a demerger, special dividend or other event which, in the opinion of the Committee affects the price of shares,
the Committee may allow some or all of an award to vest.

Malus provisions
All share awards granted in 2013 onwards are subject to malus provisions. These provisions allow the Committee, in its absolute
discretion, to determine at any time prior to the vesting of an award to reduce the number of shares, cancel an award or impose
further conditions on an award in circumstances which the Committee considers such action to be appropriate. Such
circumstances may include, but not be limited to, a material misstatement of the Company’s audited results.

Consideration of wider workforce pay
The Committee monitors and reviews the effectiveness of the senior remuneration policy and has regard to its impact and
compatibility with remuneration policies in the wider workforce.

The Committee is provided throughout the year with information detailing pay in the wider workforce which gives additional
context for the Committee to make informed decisions. The Director of Human Resources advises the Committee of the approach
which will be adopted with the forthcoming UK pay review and the Committee then considers the executive directors’ pay review
in line with these arrangements.

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Governance
Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

60
60

Directors’ remuneration policy continued

The Director of Human Resources consults on all executive director bonus objectives and advises the Committee on how, and the
extent to which, these may be cascaded throughout the Company. In approving the budget for the annual bonus, the Committee
reviews all bonus costs for the Company against the operating plan. The Committee also reviews and approves any PSP awards
made to executive directors and directors below the Board prior to their grant.

The Committee also receives updates on a variety of employee engagement initiatives which form part of our normal employee
engagement practices. The annual ‘Your Say’ employee survey asks employees about the fairness and reasonableness of
employee pay and beneﬁ ts. Any comments made through this survey or through our network of elected employee representatives
via our Business Involvement Groups are taken into account. The Head of Reward & Global Mobility annually provides these
employee representatives with an explanation of the Company’s reward principles and director pay arrangements during the year,
and is available to answer questions at this time.

Consideration of shareholder views
The Committee is committed to an open and transparent dialogue with its shareholders on the issue of executive remuneration.
Where appropriate, the Committee will actively engage with shareholders and shareholder representative bodies, seeking views
which may be taken into account when making any decisions about changes to the directors’ remuneration policy.

The Committee seeks the views of the largest shareholders when considering making any signiﬁ cant changes to the remuneration
policy; this may be done annually or on an ad hoc basis, dependent upon the issue. The Committee annually engages in a
process of investor consultation, which is typically in written format, but may be through face-face meetings etc., if considered
useful. The Committee Chairman is available to answer questions at the Annual General Meeting (AGM) and the answers to
speciﬁ c questions are posted on our website.

As part of our socially responsible reporting strategy, an annual meeting is held and the consideration of views on a variety of
topics, including executive pay, is taken into account.

During the year, the Committee consulted with shareholders regarding the minor amendments made to the implementation policy
as detailed on page 77 of the Annual Report on Remuneration.

Non-executive directors

Remuneration policy: policy table
The table below sets out our policy for the operation of non-executive director fees and beneﬁ ts at the Company.

Element, purpose and
link to strategy
Chairman’s fees
To provide a fair fee at a level that
attracts and retains a high-calibre
Chairman.

Operation

– Paid in equal monthly instalments; may be made in cash and/or shares.
– Fees are determined by the Remuneration Committee.
– Fees reﬂ ect the time commitment, demands and responsibility of the role.
– Reviewed annually, taking into account market practice in appropriate comparator groups

e.g. major retailers, our peer group of FTSE 25-75 companies etc.

Non-executive director
basic fee
To provide a fair basic fee at a
rate that attracts and retains
high-calibre non-executive
directors.

– Fees are paid in equal monthly instalments and may be made in cash and/or shares.
– Fees are determined by the Chairman and executive directors.
– The fee level recognises the scope of the role and time commitment required.
– Reviewed annually taking into account market practice in appropriate comparator groups

(e.g. major retailers, our peer group of FTSE 25-75 companies etc.).

– The maximum aggregate fees for non-executive directors, including the Chairman, is £750,000 p.a.,

as set out in the Company’s Articles of Association.

Additional fees
To provide compensation to
non-executive directors taking on
additional Board responsibility.

Beneﬁ ts
To facilitate the execution of
responsibilities and duties required
by the role.

– Additional fees are paid for extra responsibilities undertaken by non-executive directors for the role

of Board Chairman, a Committee Chairman or the Senior Independent Director role.

– In addition to the annual fee, the Chairman is entitled to the use of a car and driver.
– In line with other employees, the Chairman and non-executive directors receive employee product

discount. No other beneﬁ ts are provided.

– The Chairman and non-executive directors do not participate in pension or performance-related

schemes.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Recruitment policy
The table below sets out the recruitment policy for non-executive directors.

Element
Fees

Recruitment policy

The Committee takes into account a number of factors when determining an appropriate fee level for the
Chairman. The CEO and executive directors determine appropriate fee levels for the non-executive directors.
This consideration includes the time commitment and responsibility of the individual role and market practice in
appropriate comparator groups.

Beneﬁ ts

The Company may offer beneﬁ ts to the Chairman set in line with our policy as detailed on page 60.

Agreements for service
All non-executive directors, including the Chairman, have an agreement for service for an initial three-year term; these are available
for shareholder inspection at the Company’s registered ofﬁ ce. The Chairman has an agreement for service which requires six
months’ notice by either party. Non-executive directors’ service agreements may be terminated by either party giving three
months’ notice. In line with the UK Corporate Governance Code, all non-executive directors are subject to annual re-election by
shareholders at our AGM.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Report on Directors’
remuneration

The following pages detail the implementation of the directors’ remuneration policy (as described on pages 54 to 55) during the
year and for the forthcoming year. For ease of comparison, the future implementation of each element of the policy is set
alongside the arrangements for the reporting year.

Executive directors

How is the senior remuneration framework aligned to Company strategy?
The Committee annually reviews the senior remuneration framework and considers whether the existing incentive arrangements
remain strongly challenging in the context of the business strategy, current external guidelines and a range of internal factors
including the remuneration policy and pay arrangements throughout the rest of the organisation.

Incentive plans are designed to both take account of risk and drive behaviours in line with the Company’s high ethical standards.
Plan A (the Company’s environmental and ethical plan) underpins the way in which we do business and this is similarly reﬂ ected in
the directors’ pay arrangements.

What are the details of total remuneration?
The executive directors’ ‘single ﬁ gure’ of remuneration for 2013/14 and 2012/13 (audited)

Marc Bolland

Patrick Bousquet-Chavanne1

John Dixon

Steve Rowe2

Steven Sharp3

Alan Stewart

Laura Wade-Gery

Year
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13

Salary
£000
975
975
380
–
600
581
525
263
190
679
579
570
552
544

Beneﬁ ts4
£000
41
45
29
–
46
43
53
29
21
36
34
33
26
24

Total
Bonus5
£000
–
829
–
–
–
546
–
221
–
531
–
492
–
469

Total PSP
vested6
£000
278
–
–
–
154
–
83
–
–
–
157
–
180
–

Pension
beneﬁ ts7
£000
293
293
95
––
150
145
131
66
47
170
145
143
138
136

Total
£000
1,587
2,142
504

950
1,315
792
579
258
1,416
915
1,238
896
1,173

1. The amounts shown reﬂ ect that Patrick Bousquet-Chavanne joined the Board on 10 July 2013.
2. The amounts shown for 2012/13 reﬂ ect that Steve Rowe joined the Board on 1 October 2012.
3. The amounts shown reﬂ ect that Steven Sharp retired from the Board on 9 July 2013. His 2011 PSP award vested on 20 May 2014 and is therefore not included in the above table.

For transparency, the estimated vesting value of this award including dividend equivalents is £187,000. Further details of this award are shown on page 69.

4. Beneﬁ ts include the value of car allowance and intrinsic value of SAYE in addition to the taxable value of car, driver and life assurance, as applicable to each director and as described

on page 63.

5. Half of any award will be deferred into Company shares for a period of three years. As the threshold PBT target for 2013/14 was not met, no payments were made. Further details of the

2013/14 Annual Bonus Scheme are shown on pages 63 to 65.

6. The award vesting in 2013/14 was based on three-year performance to 29 March 2014. Further details of the vesting of this award are shown on page 66. As these awards do not vest

until after the end of the ﬁ nancial year, estimation is made of the vesting value using the three-month average share price from 1 January 2014 – 29 March 2014. This value also includes
the anticipated value of dividend equivalents which will be payable in July 2014. These estimated ﬁ gures will be restated in next year’s report.

7. Pension beneﬁ ts comprises the value of cash provided in lieu of participation in the Your M&S Pension Saving Plan.

The following sections set out additional disclosure regarding each of the components set out in the above ‘single ﬁ gure’ table.

Salary (audited)
When reviewing salary levels, the Committee takes into account a number of internal and external factors, including Company
performance during the year, external market data and the salary review principles applied to the rest of the organisation to ensure
a consistent approach.

Marc Bolland has, at his own request, not received a salary increase since his appointment in 2010. He again proposed not to
receive any increase in 2013/14, which the Committee agreed. The other executive directors similarly requested not to receive any
increase in salary in 2013/14.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

The table below details the executive directors’ salaries as at 29 March 2014.

Marc Bolland
Patrick Bousquet-Chavanne
John Dixon
Steve Rowe
Alan Stewart
Laura Wade-Gery

Current annual salary
£000
975
525
600
525
579
552

Change since March 2013
% increase
0%
–
0%
0%
0%
0%

Beneﬁ ts (audited)
Each executive director receives a car or car cash allowance and is offered the beneﬁ t of a driver. The Company also provides
each director with life assurance. Executive directors receive employee product discount and are eligible to participate in salary
sacriﬁ ce schemes such as Cycle2Work in line with all other employees.

Pension beneﬁ ts (audited)
With the exception of the Chief Executive Ofﬁ cer (CEO), executive directors receive a 25% salary supplement in lieu of
membership of the Your M&S Pension Saving Plan. The CEO receives a supplement of 30% of salary.

John Dixon and Steve Rowe are deferred members of the Marks & Spencer UK Pension Scheme. Details of the pension accrued
by them during the year ended 29 March 2014 are shown below.

John Dixon
Steve Rowe

Normal
retirement
age
60
60

Accrued pension
entitlement as at
year end1
£000
137
145

Additional value
on early
retirement
£000
0
0

Increase in
accrued value
£000
4
4

Increase in
accrued value
(net of inﬂ ation)
£000
0
0

Transfer value of
total accrued
pension
£000
2,297
2,457

1. The accrued pension entitlement is the deferred pension amount that the director would receive at age 60 if he left the Company on 29 March 2014. The Listing Rules require this to be

disclosed excluding inﬂ ation.

All transfer values have been calculated on the basis of actuarial advice in accordance with the current Transfer Value Regulations. The transfer values of the accrued entitlement

represent the value of the assets that the pension scheme would transfer to another pension provider on transferring the scheme’s liability in respect of the director’s pension beneﬁ ts.
They do not represent sums payable to the director and therefore cannot be added meaningfully to annual remuneration.

Annual Bonus Scheme
The Annual Bonus Scheme is designed to drive the delivery of the Company’s strategy over the short and medium-term. The
bonus potential for executive directors is up to 200% of salary for ‘maximum’ performance. Payments are delivered through a mix
of cash and shares, the balance of which is determined annually by the Committee.

Shares are delivered in the form of nil-cost options/conditional shares under the Deferred Share Bonus Plan (DSBP) and vest after
three years, subject to continued employment. In line with best practice, malus provisions apply to share awards granted from
2013 onwards.

The Committee reviews annually the performance measures, quantum and structure of the Scheme to ensure it remains an
appropriate driver of Company performance. The scheme is structured to drive proﬁ tability and individual performance across
the organisation.

In recent years, performance has been measured against Underlying Group Proﬁ t Before Tax (PBT) and individual objectives.
Individual objectives and targets are set in line with the strategic priorities for each director’s business area.

Individual performance is measured independently of any ﬁ nancial targets. No individual objective element of the bonus can be
earned unless a ‘threshold’ level of PBT has been achieved, subject to the Committee’s overall assessment of the Company’s
performance during the period. This maintains the important principle that below a deﬁ ned level of ﬁ nancial performance, no
bonus will be earned.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Report on Directors’ remuneration continued

Annual Bonus Scheme for 2013/14 (audited)
In 2013/14, 60% of the executive directors’ bonus was based on PBT performance and 40% was based on the achievement of
four individual objectives, independent of PBT (but subject to achieving a ‘threshold’ PBT target). As detailed below, no payments
were made in relation to ﬁ nancial or individual objectives for 2013/14.

PBT objective
PBT targets were set taking into account the Company’s operating plan, external forecasts for the retail sector and analysts’ proﬁ t
forecasts. Targets were designed to be stretching in order to drive desired behaviours and increase motivation and focus. The ﬁ nal
PBT performance was £623m which was below the threshold target set by the Committee. As a result, no bonus was payable
under the PBT element of the Scheme. The Committee has a robust process in place to ensure that proﬁ t targets set are
stretching. The Committee believes that the speciﬁ c targets are commercially sensitive and therefore is unable to disclose them.

Individual objectives
Each director had four individual objectives for 2013/14, together accounting for 40% of the total bonus. These objectives reﬂ ected
key areas of focus for the business and those relevant to each director’s business area to ensure the strategic success of the
Company. Two objectives were ‘collective’ i.e. individual targets set for each director under shared Plan A and costs objectives,
encouraging a common focus and collaboration across the senior team. The remaining two objectives were business area
individual objectives related to speciﬁ c programmes to each director. The table below details some of these individual objectives.

Marc Bolland

Patrick Bousquet-Chavanne

John Dixon

Steve Rowe

Alan Stewart

Laura Wade-Gery

Examples of individual objectives – 2013/14

Collective (Plan A and costs)
– UK operating costs
– ‘Make Your Mark’ youth employment

programme

– Marketing operating plan costs
– Garment shwopping volumes
– GM gross margin
– GM products with Plan A attributes
– Food gross margin
– Food products with Plan A attributes
– Finance, IT and logistics operating plan costs
– Carbon reduction in logistics
– M&S.com operating proﬁ t
– Plan A embedded in M&S.com

Individual (business area)
– Senior leadership capability

– New in-store concepts

– GM market share

– In-store food availability

– New distribution centre efﬁ ciency

– Launch of new M&S.com website

As the threshold PBT level for the Scheme was not met, no bonus was payable for the individual objectives in 2013/14. However,
the Committee has in place a robust process to assess the individual performance of each director. The table below illustrates the
results of this assessment and the extent to which performance against the individual objectives was achieved. As the speciﬁ c
targets including those for PBT are considered to be commercially sensitive, they are not disclosed.

Proﬁ t

Individual

‘Collective’

Business area

Marc Bolland
Patrick Bousquet-Chavanne
John Dixon
Steve Rowe
Alan Stewart
Laura Wade-Gery

PBT
(60%)

Achievement
against proﬁ t
targets
(60% of bonus)
0%
0%
0%
0%
0%
0%

Cost targets
(10%)

Plan A targets
(10%)

Individual targets
(20%)

Achievement
against individual
objectives
(40% of bonus)
19.5%
19.0%
19.0%
30.0%
19.0%
24.0%

Total
achievement
(% of maximum
bonus
potential)
19.5%
19.0%
19.0%
30.0%
19.0%
24.0%

Key

Below Threshold

Threshold – Target

Target – Maximum

Above Maximum

Below Threshold

Threshold – Target

Target – Maximum

Above Maximum

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Annual Bonus Scheme for 2014/15
The Committee reviewed and approved minor amendments to the directors’ Annual Bonus Scheme for 2014/15. Maximum bonus
opportunity remains unchanged at 200% of salary.

The achievement of proﬁ t targets remains essential to M&S’s success and as such, 60% of any bonus will continue to be
measured against proﬁ tability targets. For executive directors with Group roles, this will continue to be a challenging PBT target.
For those executive directors with business unit responsibility, 30% of any award will now be measured against PBT and 30%
against proﬁ t targets for their business area. This change allows the Committee greater scope to drive and reward speciﬁ c
performance in the different areas of the business, while maintaining a shared focus on Group performance.

40% of a director’s bonus opportunity will continue to be dependent on the achievement of key objectives speciﬁ c to each
director. For 2014/15, these objectives will be limited to three key objectives aligned to the delivery of the Company’s short and
medium-term strategy. The table below shows further details of the structure of this Scheme and provides examples of the
personal objectives which each director will be measured against.

Marc Bolland
Patrick Bousquet-Chavanne

John Dixon
Steve Rowe

Alan Stewart
Laura Wade-Gery

Proﬁ t

PBT
% bonus
60%
60%

30%
30%

60%
30%

Business Unit
proﬁ t
% bonus
–
–

30%
30%

–
30%

Individual

Business Unit
objectives
% bonus

Examples of
individual measures

40% – Organisational development – M&S.com performance
40% – New platform publishing

house

40% – GM sales
40% – Food sales

40% – Free cash ﬂ ow
40% – M&S.com market share

– In-store visual
merchandising
– GM gross margin
– Food proposition

development

– Property portfolio
– New distribution centre

service delivery

Achievement against Plan A
objectives

Plan A (our environmental and ethical plan) remains an integral driver of the way we do business; success against Plan A targets
now underpins the entire bonus scheme. At the end of the year, the Committee will assess performance against all measures and
will use its judgement to adjust overall payouts in line with overall Plan A performance, such as Plan A attributes within products
and the success of speciﬁ c Plan A initiatives.

Where possible, M&S seeks to report transparently on all aspects of the remuneration policy as long as this does not harm the
Company’s business operations. The Board considers the speciﬁ c bonus targets for 2014/15 to be commercially sensitive
because of the information it would provide to competitors and as such, they are not disclosed in this report. To the extent that
the Committee is able, these targets and indicative performance against them will be disclosed in the following year.

Deferred Share Bonus Plan (audited)
Currently 50% of any bonus award is compulsorily deferred into shares. These deferred awards vest after three years (subject to
continued employment and malus provisions). Further details of awards made in 2013/14, in respect of the 2012/13 Annual Bonus
Scheme, are detailed in the table below.

Marc Bolland
Patrick Bousquet-Chavanne
John Dixon
Steve Rowe
Steven Sharp
Alan Stewart
Laura Wade-Gery

Face value of

award1, 2
£000
414
114
273
220
265
246
235

End of
deferral period3
24/06/2016
24/06/2016
24/06/2016
24/06/2016
24/06/2016
24/06/2016
24/06/2016

1. All awards shown above are made on the basis of 50% of the total bonus earned in relation to performance for the year ended 30 March 2013.
2. The face value of award is calculated as the number of nil-cost options/conditional shares awarded multiplied by the average mid-market share price on the ﬁ ve dealing days prior to
the date of grant. For this year, the share price was calculated as £4.37, being the average share price between 17 June 2013 and 21 June 2013. Further details of these awards are
shown in the table on pages 68 to 69.

3. Awards vest subject to continued employment on this date.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Report on Directors’ remuneration continued

Performance Share Plan
The Performance Share Plan (PSP) is the primary long-term incentive for executive directors and senior managers. The maximum
award opportunity under the plan rules is 300% of salary, although the Committee has typically referenced awards less than this
limit, at 250% of salary. Malus provisions allowing the Committee to withhold or reduce payments under the scheme (as detailed
on page 59) apply to all awards made in 2013 and thereafter.

The Committee reviews the performance conditions and targets of the plan annually to ensure that they remain challenging,
appropriate and a driver of business strategy. In recent years, performance has been measured against Earnings Per Share (EPS),
Return on Capital Employed (ROCE) and Revenue. The Committee believes these measures appropriately reﬂ ect the key drivers
of shareholder value as EPS drives and rewards bottom-line performance, while Revenue and ROCE ensure top-line growth and
the efﬁ cient use of capital in line with business strategy.

PSP awards made in 2013/14 (audited)
In June 2013, executive directors were awarded nil-cost options/conditional shares of 250% of salary. These awards vest subject
to performance measured against EPS, ROCE and Revenue, each measured independently. Performance is measured over the
three-year period to the end of the 2015/16 ﬁ nancial year. To the extent to which performance is met, awards will vest on
24 June 2016. Further details of PSP awards made in 2013/14 are detailed below.

Marc Bolland
Patrick Bousquet-Chavanne1
John Dixon
Steve Rowe
Alan Stewart
Laura Wade-Gery

Basis of award
250% of salary
–
250% of salary
250% of salary
250% of salary
250% of salary

Face value
of award2

£000
2,437
946
1,500
1,312
1,447
1,380

End of
performance period3
02/04/2016
02/04/2016
02/04/2016
02/04/2016
02/04/2016
02/04/2016

1. Patrick Bousquet-Chavanne received an award under the PSP prior to his appointment as an executive director. All of Patrick Bousquet-Chavanne’s outstanding share awards are

detailed in the table set out on page 68.

2. The face value of awards is calculated as the number of nil-cost options/conditional shares awarded multiplied by the average mid-market share price on the ﬁ ve dealing days prior to
the date of grant. For this year, the share price was calculated as £4.37, being the average share price between 17 June 2013 and 21 June 2013. Further details of these awards are
shown in the table on pages 68 to 69.

3. For threshold performance, 20% of the face value award will vest.

PSP awards vesting in 2013/14 (audited)
For directors in receipt of PSP awards in 2011, awards will vest on 25 July 2014, based on three-year performance over the period
to 29 March 2014. Performance has been assessed and it has been determined that 7.6% of the award will vest. Details of
performance against the speciﬁ c targets set are set out in the tables below.

Performance target

Revenue (£ 2013/14)

Cumulative EPS2

ROCE (%)

UK3

Multi-channel4

International5

50% of award
110p
130p
100p
0%

20% of award
17.00%
18.50%
16.0%
0%

10% of award
£9,200m
£9,900m
£8,377m
0%

10% of award
£700m
£1,000m
£800m
4.7%

10% of award
£1,100m
£1,400m
£1,132m
2.9%

Total vesting6

7.6%

Threshold performance1
Maximum performance1
Actual performance achieved
Percentage of maximum
achieved

1. 20% of an award vests for threshold performance with full vesting for achieving or exceeding maximum performance. Vesting is a straight line between these two points.
2. Actual performance achieved has been restated to Pre-IAS 19 values, to allow for a like-for-like measurement against targets.
3. Excluding Multi-channel.
4. Net of VAT/gross of returns.
5. Excluding Multi-channel/including Republic of Ireland.
6. Details of the number of shares awarded to each director in 2011 are shown in the table on pages 68 to 69. As described above 7.6% of these awards will vest. The estimated value of

these awards, including the dividend equivalents, are set out in the single ﬁ gure table on page 62.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

PSP awards to be made in 2014/15
Awards of nil-cost options/conditional shares will be made following the announcement of the Company’s results.

The maximum award opportunity is 300% of salary, however the Committee have typically referenced awards to 250% of salary.
It is intended that all current executive directors will receive awards of 250% of salary in 2014/15.

The Committee reviews the performance measures annually to ensure that they remain challenging in the context of M&S’s
business strategy. For 2014/15 awards, there will be no changes to the measures and weightings of awards. The Committee
believes that the balance of EPS, ROCE and Revenue continues to appropriately reﬂ ect the key drivers of shareholder value for
M&S and remain the most appropriate long-term drivers of the Company’s strategy.

Following the review however, the Committee determined that a recalibration of some of the performance targets in line with
the Company’s operating plan, and internal and external forecasts would be appropriate. The targets for the 2014/15 award
are as follows:

Threshold performance
Maximum performance

% vesting

% of award
20%
100%

Annualised EPS
growth (%)1

50% of award
5.0%
12.0%

Performance target

Revenue (£ 2016/17)

ROCE (%)

20% of award
15.0%
16.5%

UK2

Multi-channel3

International4

10% of award
£8,900m
£9,600m

10% of award
£1,100m
£1,300m

10% of award
£1,400m
£1,800m

1. Vesting is a straight line between ‘threshold’ and ‘maximum’ performance.
2. Excluding Multi-channel.
3. Net of VAT/gross of returns.
4. Excluding Multi-channel/including Republic of Ireland.

Performance conditions for outstanding PSP awards (audited)
The details of outstanding PSP awards are set out in the table on pages 68 to 69. These awards vest subject to the extent that the
following three-year performance conditions are met.

2012/13 Award
Threshold performance
Maximum performance
2013/14 Award
Threshold performance
Maximum performance

% vesting1

EPS2

ROCE (%)

UK3

Multi-channel4

International5

% of award

50% of award

20% of award

10% of award

Performance target

Revenue (£)6

20%
100%

110p
130p

5.0%
12.0%

15.0%
18.5%

£8,900m
£9,600m

£800m
£1,000m

£900m
£1,100m

£1,300m
£1,700m

£1,400m
£1,800m

1. Vesting is a straight line between ‘threshold’ and ‘maximum’ performance.
2. For 2012/13, EPS performance was measured against cumulative EPS targets at the end of the three-year performance period. For 2013/14, EPS performance targets were measured

against annualised EPS growth over the three-year period.

3. Excluding Multi-channel.
4. Net of VAT/gross of returns.
5. Excluding Multi-channel/including Republic of Ireland.
6. Measured at the end of 2014/15 for 2012/13 award and at the end of 2015/16 for 2013/14 award.

The above targets do not take into consideration changes in accounting treatments adopted by the Group after the award date. The impact of these changes will be taken into
consideration when performance is assessed at the end of the three-year performance period.

ShareSave (Save As You Earn) (audited)
As outlined in the remuneration policy on pages 54 to 55, executive directors may participate in ShareSave, the Company’s Save
As You Earn scheme, on the same basis as all other eligible employees. Marc Bolland, Patrick Bousquet-Chavanne, John Dixon
and Steve Rowe all joined the 2013 scheme, saving the maximum of £250 per month. In line with HMRC regulations, options were
offered at a 20% discount. The discounted face value for these individuals was £2,235 and is reﬂ ected in the single ﬁ gure table on
page 62. Further details of the Scheme is set out in Note 13 to the ﬁ nancial statements on pages 107 to 108.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Report on Directors’ remuneration continued

What are the details of the executive directors’ interests in the Company’s share schemes? (audited)

Maximum
receivable at
31 March
2013
(or date of
appointment)

Date of
grant

Awarded
during the
year

Exercised
during the
year

Lapsed
during the
year

Maximum
receivable
at 29 March
2014
(or date of
retirement)

Share
price on
date of
grant
(p)

Share
price on
date of
exercise
(p)

Option
price
(p)

Exercise period/
vesting date

Marc Bolland

Performance Share Plan1

09/06/10

365,310

09/06/10

1,143,024

Deferred Share
Bonus Plan

Restricted Share Plan2

SAYE

25/07/11

18/06/12

24/06/13

09/06/11

18/06/12

24/06/13

09/06/10

25/11/10

21/11/13

Total
Patrick Bousquet-Chavanne3

Performance Share Plan1

Deferred Share
Bonus Plan

Restricted Share Plan

SAYE
Total

John Dixon

Performance Share Plan1

Deferred Share
Bonus Plan

Executive Share
Option Scheme

SAYE

Total

Steve Rowe

Performance Share Plan1

Deferred Share
Bonus Plan

Executive Share
Option Scheme

SAYE

Total

05/12/12

24/06/13

13/09/12

21/11/13

24/11/09

09/06/10

25/07/11

18/06/12

24/06/13

09/06/10

09/06/11

18/06/12

24/06/13

20/07/04

21/11/08

21/11/13

09/06/10

25/07/11

18/06/12

24/06/13

09/06/10

09/06/11

18/06/12

24/06/13

20/07/04

21/11/08

21/11/13

365,310

–

146,541

146,542

–

1,143,024

–

687,200

749,769

557,780

162,263

101,968

94,822

–

0.0

2,821

2,222

319.0

405.0

658,393 1,143,024 2,358,845

–

687,200

749,769

–

557,780

162,263

101,968

–

94,822

146,541

146,542

2,821

–

2,222
–
3,505,438 654,824

230,735

216,421

26,195

174,258

–
647,609

9,149

300,410

380,603

432,174

–

2,222
2,222

–

343,249

223,054

98,039

62,233

–

62,471

–

–
–

9,149

–

223,054

–

–
–

–

300,410

–

25,935

8,251

–

25,935

8,251

2,222
–
1,539,848 407,942

–
266,389

–
300,410

2,222

1,380,991

153,868

205,243

232,912

–

300,343

76,934

41,844

32,753

–

50,457

31,699

8,251

–

2,222
783,504 353,022

–

76,934

–

8,251

–
85,185

153,868

–

–
153,868

230,735

216,421

26,195

174,258

–

2,222

405.0

649,831

–

380,603

432,174

343,249

–

98,039

62,233

62,471

–

205,243

232,912

300,343

–

41,844

32,753

50,457

0.0

347.0

203.0

405.0

0.0

31,699

347.0

–

2,222

897,473

203.0

405.0

341.2

354.7

325.1

437.0

378.4

325.1

437.0

341.2

397.6

505.6

389.4

437.0

368.0

505.6

382.0

341.2

354.7

325.1

437.0

341.2

378.4

325.1

437.0

347.0

252.6

505.6

341.2

354.7

325.1

437.0

341.2

378.4

325.1

437.0

347.0

252.6

505.6

475.03

–

– 25/07/14 – 24/07/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

– 09/06/14 – 08/06/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

475.03

–

– 01/01/14 – 30/06/14

– 01/01/17 – 30/06/17

–

05/12/15

24/06/16

13/09/15

– 01/01/17 – 30/06/17

442.2

–

– 25/07/14 – 24/07/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

442.2

–

– 09/06/14 – 08/06/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

442.2

493.2

–

– 01/01/17 – 30/06/17

–

– 25/07/14 – 24/07/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

442.2

–

– 09/06/14 – 08/06/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

– 20/07/07 – 19/07/14

460.9

–

– 01/01/17 – 30/06/17

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Maximum
receivable at
31 March
2013
(or date of
appointment)

Date of
grant

Awarded
during the
year

Exercised
during the
year

Lapsed
during the
year

Maximum
receivable
at 29 March
2014
(or date of
retirement)

Share
price on
date of
grant
(p)

Share
price on
date of
exercise
(p)

Option
price
(p)

Exercise period/
vesting date

–
60,701

–
267,291

3,488
378,634

Steven Sharp4

Performance Share Plan1

09/06/09

Deferred Share
Bonus Plan

Executive Share
Option Scheme

SAYE
Total

Alan Stewart

Performance Share Plan1

Deferred Share
Bonus Plan

Restricted Share Plan2

SAYE
Total

Laura Wade-Gery

Performance Share Plan1

Deferred Share
Bonus Plan

Restricted Share Plan2

09/06/10

25/07/11

18/06/12

09/06/10

09/06/11

18/06/12

24/06/13

20/07/04

24/11/04

24/11/11

24/11/10

25/07/11

18/06/12

24/06/13

09/06/11

18/06/12

24/06/13

24/11/10

24/11/11

25/07/11

18/06/12

24/06/13

18/06/12

24/06/13

25/07/11

138,040

375,146

461,657

519,071

267,291

113,724

62,288

–

60,701

302,593

104,010

3,488
2,347,308

144,432

387,651

436,019

–

331,235

39,789

53,194

–

56,310

39,390

39,391

3,488

–

1,143,354 387,545

444,037

416,025

–

315,789

37,442

–

53,684

–

267,291

–

39,390

39,391

–
78,781

–

Total

1,221,157 369,473

119,751

126,225

77,677

–

119,751

–

138,040

–

461,657

519,071

–

113,724

62,288

60,701

0.0

302,593

347.0

104,010

–

336.5

258.0

1,762,084

–

387,651

436,019

331,235

39,789

53,194

56,310

–

0.0

375,146

–

144,432

–

–
144,432

3,488

258.0

1,307,686

–

444,037

416,025

315,789

37,442

53,684

–

126,225

77,677

1,470,879

0.0

286.1

341.2

354.7

325.1

341.2

378.4

325.1

437.0

347.0

336.5

322.4

380.8

354.7

325.1

437.0

378.4

325.1

437.0

380.8

322.4

354.7

325.1

437.0

325.1

437.0

354.7

– 09/06/12 – 28/02/15

–

– 20/05/14 – 19/05/15

– May 2015 – May 2016

443.36

–

– 01/03/14 – 28/02/15

– 20/07/07 – 19/07/14

– 24/11/07 – 23/11/14

–

– 25/07/14 – 24/07/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

– 09/06/14 – 08/06/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

479.0

–

01/01/15 – 30/06/15

– 25/07/14 – 24/07/21

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

– 18/06/15 – 17/06/22

– 24/06/16 – 23/06/23

445.2

–

– 25/07/13 – 24/07/21

– 25/07/14 – 24/07/21

1. The number of options/conditional shares shown under the Performance Share Plan is the maximum (100%) number that could be receivable by the executive director if the

performance conditions are fully met. The 2010 award did not meet the threshold EPS target and so all awards lapsed. 7.6% of the 2011 award will vest in July 2014 as set out on
page 66.

2. These awards were made in connection with the directors’ appointment to compensate them for incentive awards that were forfeited on cessation from their previous employer.
3. Patrick Bousquet-Chavanne’s awards are structured as conditional shares. His RSP award was made prior to his appointment to executive director.
4. Steven Sharp retired from the Board on 9 July 2013. Details of his leaving arrangements are set out on page 72. The vesting of his PSP awarded in 2012 will be conﬁ rmed in May 2015.

The exercise period will be 12 months from the date when the 2015 Annual Report is approved by the Board.

The market price of the shares at the end of the ﬁ nancial year was 453.7p; the highest and lowest share price during the ﬁ nancial year were 513.5p and 375.3p respectively.

The aggregate gains of directors arising from the exercise of options granted under the PSP, DSBP, ESOS, RSP and SAYE in the year totalled £6,660,036.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Report on Directors’ remuneration continued

What are the details of the directors’ shareholdings in the Company? (audited)
Directors’ shareholdings
The table below sets out the total number of shares held at 29 March 2014 or date of retirement by each executive director
serving on the Board during the year.

Marc Bolland
Patrick Bousquet-Chavanne
John Dixon
Steve Rowe
Steven Sharp1
Alan Stewart
Laura Wade-Gery

Unvested

With performance conditions

Without performance conditions

Shares owned
outright2
495,290
2,000
276,399
234,823
540,781
51,622
118,324

Performance
Share Plan
1,994,749
447,156
1,156,026
738,498
980,728
1,154,905
1,175,851

Deferred Share
Bonus Plan
359,053
26,195
222,743
125,054
236,713
149,293
91,126

Restricted Share
Plan
–
174,258
–
–
–
–
77,677

Vested but
unexercised3
–
–
–
–
138,040
–
126,225

1. Shareholding at 9 July 2013, the date Steven Sharp retired from the Board.
2. Includes shares held by connected persons.
3. Comprises all unexercised awards under these schemes.

There have been no changes in the current directors’ interests in shares or options granted by the Company and its subsidiaries
between the end of the ﬁ nancial year and 22 May 2014. No director had an interest in any of the Company’s subsidiaries at the
statutory end of the year.

Shareholding requirements
All executive directors are required to hold shares equivalent in value to a minimum percentage of their salary within a ﬁ ve-year
period from their date of appointment. During the year, the Committee reviewed the target level of shareholding for the directors
and decided to increase the target to 250% of salary for the CEO and 150% of salary for other executive directors.

The chart below shows the extent to which each director has met their increased target shareholding as at 29 March 2014.

Marc Bolland

Patrick Bousquet-Chavanne

94%

John Dixon

Steve Rowe

Alan Stewart

Laura Wade-Gery

Key

108%

260%

237%

319%

358%

Shares owned outright

Vested and unexercised shares

Unvested DSBP/RSP shares

Shareholding requirement

For the purposes of the requirements, the net number of unvested shares awards not subject to performance conditions is
included. The Committee is aware that during the year, best practice guidelines concerning shares to be counted towards
requirements were amended. Following the recent review of the Company’s shareholding requirements, the Committee is satisﬁ ed
that the requirements remain sufﬁ ciently robust, but is committed to keeping this issue under review.

What is the current dilution of share capital by employee share plans?
Awards granted under the Company’s Save As You Earn scheme and the Executive Share Option scheme are met by the issue of
new shares when the options are exercised. All other share plans are met by market purchase shares. The Company monitors the
number of shares issued under these schemes and their impact on dilution limits. The Company’s usage of shares compared to
the dilution limits set by the Association of British Insurers (ABI) in respect of all share plans (10% in any rolling 10-year period) and
executive share plans (5% in any rolling 10-year period) as at 29 March 2014 was as follows:

All share plans

Actual

Limit

Executive share plans

5.36%

Actual

0.05%

10%

Limit

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

What are the remuneration comparisons for the Company?
Performance graph and table
The graph below illustrates the Company’s performance against the FTSE 100 over the past ﬁ ve years. The calculation of TSR is
in accordance with the relevant remuneration regulations. As required by the new regulations, the table below the TSR chart sets
out the remuneration data for directors undertaking the role of CEO during each of the last ﬁ ve ﬁ nancial years.

Historical TSR performance

Marks & Spencer Group plc

FTSE 100 Index

Source: Thomson Reuters

250

200

150

100

28 March
2009

3 April
2010

29 March
2011

2 April
2012

30 March
2013

29 March
2014

Historical CEO remuneration

CEO single ﬁ gure of remuneration
(£000)

Annual bonus payment
(% of maximum)
PSP vesting
(% of maximum)

CEO
Marc Bolland
Stuart Rose
Marc Bolland
Stuart Rose
Marc Bolland
Stuart Rose

2009/10
–
4,294
–
97.00%
–
0.00%

2010/11
5,998
269
45.80%
57.40%
–
0.00%

2011/12
3,324
–
34.00%
–
31.96%
–

2012/13
2,142
–
42.50%
–
0.00%
–

2013/14
1,587
–
0.00%
–
7.60%
–

Marc Bolland was appointed CEO on 1 May 2010. His single ﬁ gure for 2010/11 includes recruitment awards made to him at that time to compensate him for incentive awards forfeited on
cessation from his previous employer. Sir Stuart Rose undertook the role of CEO from 31 May 2004 to 30 April 2010.

Percentage change in CEO’s remuneration
The table below sets out the change in the CEO’s remuneration (i.e. salary, taxable beneﬁ ts and annual bonus) compared with the
change in our UK-based employees. This group has been chosen as the majority of our workforce is UK-based.

CEO
UK employees
(average per FTE)

% change FY 2013 – FY 2014

Base salary
0.0%
2.6%

Beneﬁ ts
0.1%
0.1%

Annual Bonus
-100%
-100%

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Report on Directors’ remuneration continued

Relative importance of spend on pay
In line with the new regulations, the table below illustrates the Company’s expenditure on pay in comparison to proﬁ ts before tax
and distributions to shareholders by way of dividend payments.

Total employee pay
Dividends
Underlying Group Proﬁ t Before Tax1

2012/13
£m
1,324.2
271.3
648.1

2013/14
£m
1,410.9
273.6
622.9

% change
6.5
0.8
-4.2

1. Restated Underlying PBT for 2012/13. The restatement relates to the adoption of the revised IAS19 ‘Employee Beneﬁ ts’. See Note 1 of the ﬁ nancial statements for further information.

The ﬁ gures above are as set out on page 102 in the notes to the accounts. Total employee pay is the total pay for all Group
employees. Underlying Group Proﬁ t Before Tax has been used as a comparison as this is the key ﬁ nancial metric which the Board
consider when assessing Company performance.

What are the details of directors’ service contracts and Board roles?
Service agreements
As detailed on page 58 of the remuneration policy, all executive directors have rolling contracts which may be terminated by the
Company giving 12 months’ notice or the director giving six months’ notice.

Marc Bolland
Patrick Bousquet-Chavanne
John Dixon
Steve Rowe
Alan Stewart
Laura Wade-Gery

Date of appointment

01/05/2010
10/07/2013
09/09/2009
01/10/2012
28/10/2010
04/07/2011

Notice period/unexpired term

12 months/6 months
12 months/6 months
12 months/6 months
12 months/6 months
12 months/6 months
12 months/6 months

Changes to the Board during 2013/14
Directors appointed to the Board
Patrick Bousquet-Chavanne
As reported last year, Patrick Bousquet-Chavanne joined the Board as Executive Director, Marketing & Business Development on
10 July 2013 on a salary of £525,000. No other awards were made to Patrick upon this appointment.

Directors retiring from the Board
Steven Sharp
Steven Sharp, Executive Director, Marketing, retired from the Board on 9 July 2013 and continued to work in the business as
Creative Director until 28 February 2014 when he left the Company. Steven was paid in line with his contractual arrangements.

As disclosed in last year’s report, Steven was entitled to a prorated payment under the Annual Bonus Scheme on the same basis
as all other executive directors. As no bonus was payable under the Scheme, Steven did not receive a payment for 2013/14.
Steven’s unvested DSBP awards were released in full on 1 March 2014.

Steven did not receive an award in 2013 under the PSP. As detailed in the table on page 69, Steven has two outstanding awards
under the Plan which were awarded in July 2011 and June 2012. In accordance with the rules of the Plan, these awards will vest in
May 2014 and May 2015 respectively. The number of shares he will receive at this time will be determined by achievement against
the measures and targets set at the beginning of the respective performance period. The Committee has used its discretion and
after consideration will not prorate the outstanding awards for time as allowed under the rules of the Plan.

Payments to past directors (audited)
There were no payments made to past directors during the year.

Payments for the loss of ofﬁ ce (audited)
There were no payments for loss of ofﬁ ce made to directors during the year.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

External appointments
The Company recognises that executive directors may be invited to become non-executive directors of other companies and that
these appointments can broaden their knowledge and experience to the beneﬁ t of the Company. The policy is for the individual
director to retain any fee. The table below sets out the details for these fees earned up to 29 March 2014 or until the date of
leaving the Board.

Director

Marc Bolland1
Patrick Bousquet-Chavanne2
Steven Sharp3

Company

Manpower Inc.
Brown-Forman
Adnams plc

Fee
£000

115
148
8

1 arc Bolland’s fee is paid in cash and stock units in US dollars. For the purposes of this table the values were converted to sterling using the £:$ spot rate as at 28 March 2014 for stock

units and the average rolling £:$ rate for the period April 2013 to March 2014 for cash payments.

2. Patrick Bousquet-Chavanne’s fee is paid in cash and stock units in US dollars. For the purposes of this table the values were converted to sterling using the average rolling £:$ rate for

the period July 2013 to March 2014.

3. Until 9 July 2013, his date of retirement from the Board.

Non-executive directors

As detailed in the remuneration policy on page 60, non-executive directors receive fees reﬂ ective of the time commitment,
demands and responsibilities of the role. The table below details the fees paid to the non-executive directors for 2013/14 and
2012/13.

What payments did the non-executive directors receive during the year?
The non-executive directors’ ‘single ﬁ gure’ of remuneration for 2013/14 and 2012/13 (audited)

Robert Swannell

Vindi Banga

Alison Brittain1

Miranda Curtis

Jeremy Darroch2

Martha Lane Fox

Andy Halford3

Steven Holliday

Jan du Plessis

Year
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13
2013/14
2012/13

Basic fees
£000
70
70
70
70
18
–
70
70
17
70
70
70
70
18
70
70
70
70

Additional fees
£000
380
380
–
–
–
–
–
–
4
15
–
–
11
–
15
15
30
30

Beneﬁ ts
£000
21
20
–
–
–
––
–
–
–
–
–
–
–
–
–
–
–
–

Total
£000
471
470
70
70
18

70
70
21
85
70
70
81
18
85
85
100
100

1. The amounts shown reﬂ ect that Alison Brittain joined the Board on 1 January 2014.
2. The amounts shown reﬂ ect that Jeremy Darroch retired from the Board on 19 June 2013.
3. The amounts shown reﬂ ect that Andy Halford was appointed as Chairman of the Audit Committee on 1 July 2013.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Report on Directors’ remuneration continued

What are the shareholdings for the non-executive directors? (audited)
The non-executive directors are not permitted to participate in any of the Company’s incentive arrangements. The non-executive
directors are required to build and maintain a shareholding of at least 2,000 shares in the Company within two months of their
appointment to the Board. The table below details the shareholding of the non-executive directors who served on the Board
during the year as at 29 March 2014 (or upon their date of retiring from the Board).

Robert Swannell
Vindi Banga
Alison Brittain
Miranda Curtis
Jeremy Darroch1
Martha Lane Fox
Andy Halford
Steven Holliday
Jan du Plessis

Number of shares held2

100,000
2,000
2,500
5,500
2,000
20,100
3,000
2,500
20,000

1. Shareholding as at 19 June 2013, the date Jeremy Darroch retired from the Board.
2. Includes shares held by connected persons.

There have been no changes in the current non-executive directors’ interests in shares in the Company and its subsidiaries
between the end of the ﬁ nancial year and 22 May 2014.

What are the details of the non-executive directors’ agreements for service and Board changes?
Agreements for service
Non-executive directors have an agreement for service for an initial three-year term which can be terminated by either party giving
three months’ notice (six months’ for the Chairman). The table below sets out these terms for all current members of the Board.

Date of appointment

Notice period/unexpired term

Robert Swannell
Vindi Banga
Alison Brittain
Miranda Curtis
Martha Lane Fox
Andy Halford
Steven Holliday
Jan du Plessis

23/08/2010
01/09/2011
01/01/2014
01/02/2012
01/06/2007
01/01/2013
15/07/2004
01/11/2008

6 months/6 months
3 months/3 months
3 months/3 months
3 months/3 months
3 months/3 months
3 months/3 months
3 months/3 months
3 months/3 months

Changes to the Board during 2013/14
Directors appointed to the Board
Alison Brittain
Alison Brittain joined the Board on 1 January 2014 as a non-executive director. Alison is a member of the Nominations Committee,
and was appointed a member of the Audit Committee from 11 March 2014. In accordance with the non-executive director fees
policy, Alison receives a fee of £70,000 p.a. Her prorated fee for the 2013/14 ﬁ nancial year is detailed in the table on page 73.

Directors retiring from the Board
Jeremy Darroch
Jeremy Darroch, Chairman of the Audit Committee, retired from the Board on 19 June 2013. There were no payments for loss of
ofﬁ ce payable to Jeremy.

Directors changing roles within the Board
Andy Halford
Andy Halford became Chairman of the Audit Committee on 20 June 2013, upon Jeremy Darroch’s retirement from the Board.
From this date, Andy received additional fees in accordance with the responsibility of this role, as described in the remuneration
policy on page 60.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Changes to the Board in 2014/15
Directors retiring from the Board
Steven Holliday
Steven Holliday has served as a non-executive director since July 2004 and Chairman of the Remuneration Committee since
September 2009. He will step down and retire from the Board following the AGM on 8 July 2014. There will be no payments for
loss of ofﬁ ce payable to Steven.

Directors changing roles within the Board
Vindi Banga
Vindi Banga will become the Chairman of the Remuneration Committee on 9 July 2014, upon Steven Holliday’s retirement from
the Board. Vindi will be entitled to receive additional fees in accordance with the responsibility of this role, as described in the
remuneration policy on page 60.

Remuneration Committee

Who is on our Committee?
The following independent non-executive directors were members of the Committee during 2013/14.

Member
Steven Holliday (Chairman)
Vindi Banga
Miranda Curtis
Jan du Plessis

Member since
15 July 2004
1 September 2011
1 February 2012
8 September 2009

Maximum
possible meetings
6
6
6
6

Number of
meetings attended
6
6
6
6

% of
meetings attended
100%
100%
100%
100%

Steven Holliday will be retiring from the Board on 8 July 2014. At this time, Vindi Banga will succeed Steven as the Chairman of the
Remuneration Committee. Andy Halford joined the Remuneration Committee on 1 May 2014.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Report on Directors’ remuneration continued

What is the remit of the Remuneration Committee?
The role of the Remuneration Committee is to make recommendations regarding the senior remuneration strategy and framework
to the Board to ensure the executive directors and senior management are appropriately rewarded for their contribution to the
Company’s performance, taking into account the ﬁ nancial and commercial position of the Company.

Key responsibilities of the Remuneration Committee

– Setting a senior remuneration strategy that ensures the most talented leaders are recruited, retained and motivated to

deliver results;

– Reviewing the effectiveness of the senior remuneration policy with regard to its impact;
– Considering the appropriateness of the senior remuneration policy when reviewed against the policy and arrangements

throughout the rest of the organisation;

– Determining the terms of employment and remuneration for executive directors and senior managers including recruitment and

termination arrangements;

– Approving the design, targets and payments for all annual incentive schemes that include executive directors and senior

managers;

– Agreeing the design, targets and annual awards made for all share incentive plans requiring shareholder approval; and
– Assessing the appropriateness and subsequent achievement of performance targets relating to any share incentive plan.

The full terms of reference for the Committee can be found on the Company’s website at marksandspencer.com/thecompany

What has the Committee done during the year?
In line with its remit, the Committee considered a number of key matters during the year.

Remuneration Committee agenda for 2013/14

Regular items
– Approval of the Directors’ Remuneration Report for 2012/13 and review of the AGM voting outcome for the report;
– Annual review of all executive directors’ and senior managers’ base salaries and beneﬁ ts in line with Company policy and

approval of any salary increases;

– Review of achievement of Annual Bonus Scheme proﬁ t against target;
– Review of achievement of executive directors’ individual objectives for 2013/14;
– Review of the design and targets for the 2014/15 Annual Bonus Scheme including the approval of individual objectives

for directors;

– Review and approval of all awards made under the PSP taking into account the total value of all awards made under this plan;
– Half-year and year end review of all share plan performance against targets;
– Approval of the vesting level of the 2010/11 PSP awards;
– Consideration of the performance measures and targets to be applied to the 2014/15 PSP awards;
– Clear articulation of the Committee’s reasoning and consideration for vesting and payment levels to executive directors;
– Review of director shareholding guidelines and achievement of these for each executive director;
– Signiﬁ cant consideration of institutional investors’ current guidelines on executive compensation;
– Consideration of remuneration arrangements for the wider workforce;
– Assessment of the external environment surrounding the Company’s current remuneration arrangements;
– Consideration of external market developments and best practice in remuneration;
– Review of Committee performance in 2013/14;and
– Review of Committee terms of reference.

Other items
– Consideration of, and response to, the FRC’s consultation on directors’ remuneration;
– Discussion of the application of the new reporting regulations to ensure transparent and clear disclosure to shareholders;
– Review of, and agreement to, amendments to share plan rules to support the Company’s international strategy;
– Review of, and agreement to, remuneration packages for new senior managers; and
– Induction of new Remuneration Committee Chairman;

What is the action plan for 2014/15?

Remuneration Committee action plan 2014/15

– Ensuring the smooth transition to new Chair of Committee;
– Review and retender of independent external advisors to the Committee due to current advisors (Deloitte) being appointed

as the Company’s auditors;

– Review executive remuneration structures and targets to ensure balance with Company-wide offering;
– Review the Performance Share Plan and Executive Share Option Scheme design, structure and rules for shareholder approval

at 2015 AGM, as the current plans are reaching the end of their 10-year life; and

– Review the effectiveness and transparency of disclosures and reporting.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Who advises the Committee?
In carrying out its responsibilities, the Committee is independently advised by external advisors. The Committee was advised by
Deloitte LLP during the year. Deloitte are a founding member of the Remuneration Consultants Group and voluntarily operates
under the code of conduct in relation to executive remuneration consulting in the UK. The code of conduct can be found at
remunerationconsultantsgroup.com.

Deloitte were appointed as independent advisors in 2010 following a competitive tender process. Deloitte provide independent
commentary on matters under consideration by the Committee and updates on legislative requirements, best practice and market
practice. Deloitte’s fees are charged on an hourly basis. During the year, Deloitte charged £76,000 for Remuneration Committee
matters. In addition to providing advice on executive remuneration, Deloitte has provided tax, consultancy and internal audit
advice to the Group in the ﬁ nancial year.

With effect from 1 April 2014, Deloitte were appointed as external auditor to Marks and Spencer Group plc. As a result, the
Remuneration Committee will appoint a new advisor to replace Deloitte during 2014. Until a new advisor is appointed, the
Remuneration and Audit Committees have agreed that Deloitte will continue to provide advice to the Committee. The Committee
is comfortable that the Deloitte engagement partner and team provide objective and independent remuneration advice to the
Committee, and do not have any connections with Marks and Spencer Group plc that may impair their independence.

The Committee also seeks internal support from the Chairman, CEO, Group Secretary, Director of Human Resources and Head
of Reward & Global Mobility as necessary. All may attend the Committee meetings by invitation but are not present for any
discussions that relate directly to their own remuneration.

The Committee also regularly reviews external survey and bespoke benchmarking data including that published by New Bridge
Street (the trading name of Aon Hewitt Limited), KPMG, PwC and Towers Watson.

How does the Committee engage with stakeholders?
Employee consultation
The Committee is committed to ensuring that executive pay remains competitive, appropriate and fair in the context of the
external market, company performance and the pay arrangements of the wider workforce. In collaboration with the Head of
Reward & Global Mobility, the Committee gives employees, through employee representatives, the opportunity to raise questions
or concerns regarding the remuneration of the executive directors. During the year, the Head of Reward & Global Mobility met with
employee representatives to discuss the directors’ pay arrangements; no concerns were raised. Upon reporting back on the
discussions and outcome of this meeting, the Committee is satisﬁ ed that the pay arrangements for 2013/14 and 2014/15 remain
appropriate for M&S.

Shareholder consultation
The Committee is committed to a continuous, open and transparent dialogue with shareholders on the issue of executive
remuneration. The Committee held a Governance Event in June 2013 to review and debate remuneration with shareholders and
representative bodies. In addition, both Steven Holliday and Vindi Banga met with a number of investors as part of the handover
process and ahead of consulting the Company’s largest shareholders on proposals for the 2014/15 remuneration arrangements
for executive directors.

Shareholder support for the 2012/13 Directors’ remuneration report
At the Annual General Meeting on 9 July 2013, 91.94% of shareholders voted in favour of approving the Directors’ remuneration
report for 2012/13. The Committee believe this illustrates the strong level of shareholder support for the senior remuneration
framework. The table below shows full details of the voting outcomes for the 2012/13 Directors’ remuneration report.

votes for
877,888,013

% votes for
91.94%

votes against
76,968,514

% votes against
8.06%

votes withheld
6,029,313

Approved by the Board
Steven Holliday, Chairman of the Remuneration Committee
London
22 May 2014

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Pensions governance

The Group operates a deﬁ ned beneﬁ t pension scheme (the
‘Scheme’) for employees with an appointment date prior to
1 April 2002.

The results of the triennial actuarial valuation of the Scheme as
at 31 March 2012 revealed a deﬁ cit of £290m. This represents
a substantial reduction in deﬁ cit from £1.3bn as at 31 March
2009. The next valuation is due as at 31 March 2015. Funding
progress is closely monitored and the investment derisking
journey has continued since the last valuation.

The assets of the pension scheme, which are held under trust
separately from those of the Group, are managed by the Board
of the Pension Trust (‘Trustee Board’). The Trustee Board
comprises four company nominated directors, including the
Chairman, Graham Oakley, three member nominated directors
and two independent directors. All directors are appointed for
a ﬁ ve-year term and may stand for a second term. The Trustee
Board operates three main committees: Management and
Governance, Investment, and Actuarial Valuation, which will
be convened later this year for the 2015 valuation.

During the year the Board has been recognised through
various external awards including those for trustee
development, risk management, portfolio structure and use of
alternative investments. A website for members was launched
in September 2013.

The Trustee Board has a business plan against which progress
is measured on an ongoing basis in a similar approach to the
Group Board. There is also an annual Board Effectiveness
Review and both the Trustee Board and the Investment
Committee hold annual strategy days which help drive the
long-term agenda and the business plan priorities.

Each Trustee Board Director has an individual training plan,
which is based on the Pension Regulator’s Trustee Knowledge
and Understanding requirements, and tailored to address any
skill gaps and speciﬁ c committee roles. The majority of the
Trustee Board members hold the Pensions Management
Institute Award in Trusteeship.

All advisers, investment managers and suppliers are appointed
through a rigorous tender process. They are monitored via
quarterly reports and periodic meetings and there is also a
rolling programme of both informal and formal adviser reviews.

In addition to six-monthly reports from Ernst and Young
as covenant adviser, the Trustee Board also receives
presentations from the Chief Finance Ofﬁ cer after the Full Year
and Half Year results.

The Scheme is a signatory to the UN Principles for Responsible
Investment and the Trustee has partnered with a specialist
engagement service, Hermes Equity Ownership Services
(EOS), to exercise its global equity voting rights in accordance
with a detailed Trustee policy, which addresses a range of
governance, social and environmental issues. EOS has also
enhanced the Trustee’s stewardship and governance oversight
of investee companies by engaging with companies, on a
global basis, where management is considered not to be
acting in the best long-term interests of investors. The results
of these voting and engagement activities are published
quarterly on the M&S Pension Scheme’s website. The Scheme
is also a signatory to the Financial Reporting Council’s UK
Stewardship Code.

Governance
Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

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Other disclosures

Directors’ Report
Marks and Spencer Group plc (the ‘Company’) is the holding
company of the Marks and Spencer Group of companies (the
‘Group’). With our rich heritage, M&S occupies a unique place
in Britain and is regularly voted as one of the UK’s most trusted
brands. Since we opened our ﬁ rst penny bazaar in Leeds
130 years ago, quality and innovation have remained the driving
force behind our business and they run through everything
we do. They are what make the M&S difference across the
54 territories in which we operate.

For information on our social, environmental and ethical
responsibilities, please refer to our Plan A Report, available
to view at marksandspencer.com/plana2014.

The Directors’ Report for the year ended 29 March 2014
comprises pages 36 to 77 and 79 to 83 of this report (together
with the sections of the Annual Report incorporated by
reference). As permitted by legislation, some of the matters
normally included in the Directors’ Report have instead been
included in the Strategic Report (pages 1 to 35) as the Board
considers them to be of strategic importance. Speciﬁ cally,
these are:

– Future business developments (throughout the Strategic
);

Report and indicated by

– Research and development (page 22), and
– Risk management (pages 15 to 17).

Both the Strategic Report and the Directors’ Report have 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.

Proﬁ t and dividends
The proﬁ t for the ﬁ nancial year, after taxation, amounts to
£506.0m (last year £444.8m). The directors have declared
dividends as follows:

Ordinary shares
Paid interim dividend of 6.2p per share
(last year 6.2p per share)
Proposed ﬁ nal dividend of 10.8p per share
(last year 10.8p per share)
Total ordinary dividend, 17.0p per share
(last year 17.0p per share)

£m
100.0

176.0

276.0

The ﬁ nal ordinary dividend will be paid on 11 July 2014 to
shareholders whose names are on the Register of Members
at the close of business on 30 May 2014.

Share capital
The Company’s issued ordinary share capital, as at 29 March
2014, comprised a single class of ordinary share. Details of
movements in the issued share capital can be found in note 24
to the ﬁ nancial statements. Each share carries the right to one
vote at general meetings of the Company.

During the period, 18,359,782 ordinary shares in the Company
were issued as follows:

– 1,332,855 shares under the terms of the 2002 Executive
Share Option Scheme at prices between 270p and 352p.

– 16,921,571 shares under the terms of the United Kingdom

Employees’ Save As You Earn Share Option Scheme at prices
between 203p and 319p.

– 105,356 shares under the terms of the ROI Employees’ Save

As You Earn Share Option Scheme at the price of 292p.

Restrictions on transfer of securities
There are no speciﬁ c restrictions on the transfer of securities in
the Company, which is governed by its Articles of Association
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 restrictions on voting
rights.

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.

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 speciﬁ c provision) as the Board (as
deﬁ ned 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
At the 2013 AGM, the Company was authorised by shareholders
to purchase in the market up to 10% of its issued share capital,
as permitted under the Company’s Articles. No shares have
been bought back under this authority during the year ended
29 March 2014. This standard authority is renewable annually
and the directors will seek to renew it once again at the 2014
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 2013 AGM to allot
relevant securities up to a nominal amount of £134,566,483.
That authority will apply until the conclusion of the 2014 AGM.
At this year’s AGM shareholders will be asked to grant the
directors authority to allot relevant securities (i) up to a nominal
amount of £136,089,559 and (ii) comprising equity securities
up to a nominal amount of £272,179,119 (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 2015 or, if earlier, on
28 September 2015.

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 £20,413,434. A further special resolution will be
proposed to renew the directors’ authority to repurchase the
Company’s ordinary shares in the market. This authority will be
limited to a maximum of 163 million ordinary shares and sets
the minimum and maximum prices which will be paid.

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Governance

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

80
80

Other disclosures continued

Interests in voting rights
Information regarding interests in voting rights provided to the
Company pursuant to the Financial Conduct Authority’s (FCA)
Disclosure and Transparency Rules (DTRs) is published on a
Regulatory Information Service and on the Company’s website.
As at 29 March 2014, the following information has been
received, in accordance with DTR5, from holders of notiﬁ able
interests in the Company’s issued share capital. The information
provided below was correct at the date of notiﬁ cation, where
indicated this was not within the current ﬁ nancial year. It should
be noted that these holdings are likely to have changed since
notiﬁ ed to the Company. However, notiﬁ cation of any change is
not required until the next applicable threshold is crossed.

Capital Research & Mgt 49,634,565
The Wellcome Trust1
47,464,282
48,541,640
William Adderley

Ordinary shares % of capital

Nature of holding
3.07 Indirect Interest
3.01 Direct Interest
3.00 Direct Interest

1. Date of notiﬁ cation was not in the 2013/14 ﬁ nancial year
Disclosures were also received from BlackRock Inc and Legal & General during the year

notifying the Company that they no longer held a notiﬁ able interest.

Deadlines for exercising voting rights
Votes are exercisable at a general meeting of the Company in
respect of which the business being voted upon is being heard.
Votes may be exercised in person, by proxy or, in relation to
corporate members, by corporate representatives. The Articles
provide a deadline for submission of proxy forms of not less
than 48 hours before the time appointed for the holding of the
meeting or adjourned meeting. However, when calculating the
48-hour period, the directors can, and have, decided not to
take account of any part of a day that is not a working day.

Signiﬁ cant agreements
There are a number of agreements to which the Company is
party that take effect, alter or terminate upon a change of
control of the Company following a takeover bid. Details of the
signiﬁ cant agreements of this kind are as follows:

– The £400m Medium Term Notes issued by the Company on
30 November 2009, the £300m Medium Term Notes issued
by the Company on 6 December 2011 and the £400m
Medium Term Notes (‘MTN’) issued by the Company on
12 December 2012 to various institutions and under the
Group’s £3bn Euro Medium Term Note (EMTN) programme
contain an option such that, upon a change of control event,
combined with a credit ratings downgrade to below sub-
investment level, any holder of a MTN may require the
Company to prepay the principal amount of that MTN;

– The $500m US Notes issued by the Company to various

institutions on 6 December 2007 under section 144a of the
US Securities Act contain an option such that, upon a
change of control event, combined with a credit ratings
downgrade to below sub-investment level, any holder of
such a US Note may require the Company to prepay the
principal amount of that US Note;

– The $300m US Notes issued by the Company to various

such a US Note may require the Company to prepay the
principal amount of that US Note;

– The £1.325bn Credit Agreement dated 29 September 2011

between the Company and various banks contains a
provision such that, upon a change of control event, unless
new terms are agreed within 60 days, the facility under this
agreement will be cancelled with all outstanding amounts
becoming immediately payable with interest;

– The £100m Bilateral Facility dated 16 May 2013 between the
Company and Lloyds Bank expiring May 2015 contains a
provision such that, upon a change of control event, unless
new terms are agreed within 60 days, the facility under this
agreement will be cancelled with all outstanding amounts
becoming immediately payable with interest;

– The amended and restated Relationship Agreement dated
1 February 2012 (originally dated 9 November 2004 as
amended on 1 March 2005), between HSBC and the
Company and relating to M&S Bank, contains certain
provisions which address a change of control of the
Company. Upon a change of control the existing rights and
obligations of the parties in respect of M&S Bank continue
and HSBC gains certain limited additional rights in respect
of existing customers of the new controller of the Company.
Where a third party arrangement is in place for the supply
of ﬁ nancial services products to existing customers of the
new controller, the Company is required to procure the
termination of such arrangement as soon as reasonably
practicable (whilst not being required to do anything that
would breach any contract in place in respect of such
arrangement). Where a third party arrangement is so
terminated, or does not exist, HSBC gains certain exclusivity
rights in respect of the sale of ﬁ nancial services products
to the existing customers of the new controller. Where the
Company undertakes a re-branding exercise with the new
controller following a change of control (which includes using
any M&S brand in respect of the new controller’s business
or vice versa), HSBC gains certain termination rights
(exercisable at its election) in respect of the Relationship
Agreement; and

– The Company does not have agreements with any director
or employee that would provide compensation for loss of
ofﬁ ce or employment resulting from a takeover, except that
provisions of the Company’s share schemes and plans may
cause options and awards granted to employees under such
schemes and plans to vest on a takeover.

Board of directors
The membership of the Board and biographical details of the
directors are given on pages 36 and 37 and are incorporated
into this report by reference. Details of directors’ beneﬁ cial
and non-beneﬁ cial interests in the shares of the Company are
shown on pages 70 and 74. Options granted under the Save
As You Earn (SAYE) Share Option and Executive Share Option
Schemes are shown on pages 68 to 69. Further information
regarding employee share option schemes is given in note 13
to the ﬁ nancial statements.

Steve Sharp stepped down from the Board as Executive
Director, Marketing following the AGM on 9 July 2013, however,
continued to work in the business as Creative Director until

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

28 February 2014. Patrick Bousquet-Chavanne was appointed
Executive Director, Marketing and Business Development
following the AGM on 9 July 2013, having previously been
Director of Strategy Implementation and Business
Development. Andy Halford, who joined the Board on
1 January 2013, was appointed Chairman of the Audit
Committee in June 2013, following the retirement of Jeremy
Darroch. Andy Halford has also been appointed as a member
of the Remuneration Committee with effect from 1 May 2014.
Alison Brittain joined the Board as a non-executive director on
1 January 2014 and was appointed as a member of the Audit
Committee with effect from 11 March 2014. Vindi Banga, who
joined the Board on 1 September 2011 will replace Steven
Holliday as Chairman of the Remuneration Committee, when
Steven steps down from the Board following the AGM on
8 July 2014.

The appointment and replacement of directors is governed by
the Company’s Articles, the UK Corporate Governance Code
2012 (the ‘Code’), the Companies Act 2006 and related
legislation. The Articles may be amended by a special
resolution of the shareholders. Subject to the Articles, the
Companies Act 2006 and any directions given by special
resolution, the business of the Company will be managed by
the Board who may exercise all the powers of the Company.
The Company may, by ordinary resolution, declare dividends
not exceeding the amount recommended by the Board.
Subject to the Companies Act 2006, the Board may pay interim
dividends, and also any ﬁ xed rate dividend, whenever the
ﬁ nancial position of the Company, in the opinion of the Board,
justiﬁ es its payment.

Appointment and retirement of directors
The directors may from time to time appoint one or more
directors. The Board may appoint any person it considers
appropriate to be a director, so long as the total number of
directors does not exceed the limit prescribed in the Articles.
Under the Articles any such director shall hold ofﬁ ce only
until the next AGM and shall then be eligible for election.
The Articles also require that at each AGM at least one-third
of the current directors must retire as directors by rotation. All
those directors who have been in ofﬁ ce at the time of the two
previous AGMs and who did not retire at either of them, must
retire as directors by rotation. In addition, a director may at any
AGM retire from ofﬁ ce and stand for re-election. However, in
line with the UK Corporate Governance Code 2012, all directors
will stand for annual election at the 2014 AGM.

Directors’ conﬂ icts of interest
The Company has procedures in place for managing conﬂ icts
of interest. Should a director become aware that they, or their
connected parties, have an interest in an existing or proposed
transaction with Marks & Spencer, they should notify the Board
in writing or at the next Board meeting. Internal controls are in
place to ensure that any related party transactions involving
directors, or their connected parties, are conducted on an
arm’s length basis. Directors have a continuing duty to update
any changes to these conﬂ icts.

Directors’ indemnities
The Company maintains directors’ and ofﬁ cers’ liability
insurance, which gives appropriate cover for any legal action
brought against its directors. The Company has also granted
indemnities to each of its directors and the Group Secretary
to the extent permitted by law. Qualifying third party indemnity

provisions (as deﬁ ned by section 234 of the Companies Act
2006) were in force during the year ended 29 March 2014 and
remain in force, in relation to certain losses and liabilities which
the directors (or Group Secretary) may incur to third parties in
the course of acting as directors or Group Secretary or
employees of the Company or of any associated company.

Employee involvement
We remain committed to employee involvement throughout
the business. Employees are kept well informed of the
performance and strategy of the Group through personal
brieﬁ ngs, regular meetings, personal letters home, email and
broadcasts by the Chief Executive and members of the Board
at key points in the year to all head ofﬁ ce employees and store
management. In addition many of our store colleagues can join
the brieﬁ ngs by telephone to hear directly from the business.
These types of communication are supplemented by our
employee publications including ‘Your M&S’ magazine, Plan A
updates and DVD presentations. More than 3,500 employees
are elected onto Business Involvement Groups (‘BIGs’) across
every store and head ofﬁ ce location to represent their
colleagues in two-way communication and consultation with
the Group. They have continued to play a key role in a wide
variety of business changes.

The 19th meeting of the European Works Council (‘EWC’)
(established in 1995) will take place in September 2014. This
Council provides an additional forum for informing, consulting
and involving employee representatives from the countries in
the European Community. The EWC includes members from
the Czech Republic, Greece, Bulgaria, France, Netherlands,
Croatia, Slovenia, Romania, the Republic of Ireland and the UK.
The EWC will have the opportunity to be addressed by the
Chief Executive and other senior members of the Company on
issues that affect the European business. This will include the
Directors of International and Multi-channel and the Director of
Plan A, which all have an impact across the European
Community.

Directors and senior management regularly attend the National
BIG meetings. They visit stores and discuss with employees
matters of current interest and concern to both employees and
the business through meetings with local BIG representatives,
speciﬁ c listening groups and informal discussions. The
business has continued to engage with employees and drive
involvement through a scheme called The BIG Idea. On a
quarterly basis the business poses a question to gather ideas
and initiatives on a number of areas including how we can
better serve our customers. Several thousand ideas are put
forward each time and the winning employee receives an
award and the chance to see how this is implemented by the
Company.

Share schemes are a long-established and successful part
of our total reward package, encouraging and supporting
employee share ownership. In particular, around 24,000
employees currently participate in Sharesave, the Company’s
all employee Save As You Earn Scheme. Full details of all
schemes are given on pages 105 to 107 in Note 13 to the
Financial statements.

We have a well established interactive wellbeing website, called
planahealth.com, a completely bespoke website and service
designed exclusively for M&S employees. It gives any employee
the opportunity to access a wealth of information, help and

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Other disclosures continued

support. We cover all areas of wellbeing, from healthy eating
and exercise to help in overcoming issues such as stress,
ﬁ nancial challenges, achieving a positive work-life balance and
problems with sleeping. Via this service, employees can
access our personal support teams for counselling,
physiotherapy and our personal health coach.

The response has been excellent with 20,000 employees
visiting the site, making personal pledges to improve a speciﬁ c
health or wellbeing issue. Employees are able to interact with
one another, post information about clubs and groups in their
area, and can gain access to information about corporate
projects which link to their personal health pledges.

We maintain contact with retired staff through communications
from the Company and the Pension Trust. Member-nominated
trustees have been elected to the Pension Trust Board,
including employees and pensioners. We continue to produce
a regular Pensions Update newsletter for members of our ﬁ nal
salary pension scheme and the M&S Retirement Plan.

Equal opportunities
The Group is committed to an active equal opportunities
policy from recruitment and selection, through training and
development, performance reviews and promotion to
retirement. It is our policy to promote an environment free from
discrimination, harassment and victimisation, where everyone
will receive equal treatment regardless of gender, colour,
ethnic or national origin, disability, age, marital status, sexual
orientation or religion. All decisions relating to employment
practices will be objective, free from bias and based solely
upon work criteria and individual merit. The Group is
responsive to the needs of its employees, customers and
the community at large. We are an organisation which uses
everyone’s talents and abilities and where diversity is valued.
We were one of the ﬁ rst major companies to remove the default
retirement age in 2001 and have continued to see an increase
in employees wanting to work past the state retirement age.
Our oldest employee is 87 years old and joined the business
at age 80. In April 2014, the Company once again featured in
The Times Top 50 Places for Women to work and considers
this highlights how equal opportunities are available for all.

Employees with disabilities
It is our policy that people with disabilities should have full and
fair consideration for all vacancies. During the year, we continued
to demonstrate our commitment to interviewing those people
with disabilities who fulﬁ l the minimum criteria, and endeavouring
to retain employees in the workforce if they become disabled
during employment. We will actively retrain and adjust their
environment where possible to allow them to maximise their
potential. We continue to work with external organisations to
provide workplace opportunities through our innovative Marks &
Start scheme and by working closely with JobCentrePlus. The
Marks & Start scheme was introduced into our distribution
centre at Castle Donington in 2012/13, where we worked with
Remploy to support people with disabilities and health
conditions into work.

Essential contracts or arrangements
The Company is required to disclose any contractual or other
arrangements which it considers are essential to its business.
We have a wide range of suppliers for the production and
distribution of products to our customers. Whilst the loss of, or
disruption to, certain of these arrangements could temporarily

affect the operations of the Group, none are considered to be
essential, with the exception of certain warehouse and logistic
operators and suppliers providing services in connection with
the Company’s e-commerce platform.

Groceries Supply Code of Practice
The Groceries (Supply Chain Practices) Market Investigation
Order 2009 (“Order”) and The Groceries Supply Code of
Practice (“GSCOP”) impose obligations on M&S relating to
relationships with its suppliers of groceries. Under the Order
and GSCOP, M&S is required to submit an annual compliance
report to the Audit Committee for approval and then to the
Ofﬁ ce of Fair Trading and Groceries Code Adjudicator.

M&S submitted its report to the Audit Committee on 15 May
2014, covering the period from 1 April 2013 to 31 March 2014.
In accordance with the Order, a summary of that compliance
report is set out below.

M&S believes that it has complied in full with GSCOP and the
Order during the relevant period. Aside from a dispute referred
to below, which has now been resolved, only one supplier has
alleged breaches of the Order/GSCOP during the reporting
period. Communications between M&S and the supplier are
ongoing and the complaint has not been escalated to the Code
Compliance Ofﬁ cer.

M&S operates systems and controls to ensure compliance with
the Order and GSCOP including the following:

– The terms and conditions which govern the trading

relationship between M&S and those of its suppliers that
supply groceries to M&S incorporate GSCOP;

– New suppliers are issued with information as required by the

Order;

– M&S has a Code Compliance Ofﬁ cer as required under the
Order, supported by our in-house Legal department; and
– Employee training on GSCOP is provided, including annual

refresher programmes and new starter training.

A formal dispute between M&S and a grocery supplier arose
under the Order/GSCOP during the previous ﬁ nancial year
(2012/13). During the reporting period (2013/14), that dispute
was resolved and no other formal disputes arose.

Total Global M&S Greenhouse Gas Emissions 2013/14

Direct emissions (scope 1)
Indirect emissions from energy (scope 2)
Total statutory emissions (scope 1+2)
Transport, energy, waste and business travel
(scope 3)
Total gross emissions
Carbon intensity measure (per 1,000 sq ft of
salesﬂ oor)
Deductions for 'green' tariffs and carbon offsets
Total net emissions

2013/14
000 tonnes
169
339
508
58

566
30

566
0

Calculated based on operational control in accordance with WRI/ WBCSD GHG Reporting
Protocols (Revised edition) and 2014 DECC/ DEFRA Guidelines. This is the ﬁ rst year that
GHG emissions have been calculated for all M&S activities globally.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Political donations
No political donations were made during the year ended
29 March 2014. Marks & Spencer has a policy of not making
donations to political organisations or independent election
candidates or incurring political expenditure anywhere in the
world as deﬁ ned in the Political Parties, Elections and
Referendums Act 2000.

Going concern
In adopting the going concern basis for preparing the ﬁ nancial
statements, the directors have considered the business
activities as set out on pages 1 to 35 as well as the Group’s
principal risks and uncertainties as set out on pages 16 to 17.
Based on the Group’s cash ﬂ ow forecasts and projections, the
Board is satisﬁ ed that the Group will be able to operate within
the level of its facilities for the foreseeable future. For this
reason the Group continues to adopt the going concern basis
in preparing its ﬁ nancial statements.

Auditors
Towards the end of 2013 the Company conducted a tender of
the Statutory Auditor contract. More information on the tender
process can be found on page 47. Following the tender
process the Board took the decision to recommend Deloitte
LLP as the Company’s new Statutory Auditor. Resolutions to
appoint Deloitte LLP and to authorise the Audit Committee
to determine their remuneration will be proposed at the
2014 AGM.

Annual General Meeting
The AGM of Marks and Spencer Group plc will be held at
Wembley Stadium, London on 8 July 2014 at 11am. The Notice
of Meeting is given, together with explanatory notes, in a
booklet which accompanies this report.

Directors’ responsibilities
At Marks & Spencer, quality is not something that is merely
added on to the end of a process, it is embedded throughout
to ensure that each stage reﬂ ects the standards we and our
stakeholders expect. This also applies to the Annual Report.
The Board is of the view that the Annual Report should be
representative of the year and provides the necessary
information for shareholders to assess the Group’s
performance, business model and strategy. This is not
achieved by merely reviewing the ﬁ nal document at the end of
the preparation process. The Board ensured their requirements
were clear from the outset and communicated to all who input
and assist with the preparation of the document.

The Board advised that the narrative reports should reﬂ ect its
considered view of the information investors and other users of
the report needed, and should avoid being promotional in
nature. The narrative reports in the front and the ﬁ nancial
statements in the back of the report must be consistent and
the teams work closely together to achieve this. For an
independent opinion, the Board also requested that the Audit
Committee review the report and provide feedback. This can
be found on page 46.

The directors are also responsible for preparing the Annual
Report, the Remuneration Report and the ﬁ nancial statements
in accordance with applicable law and regulations. Company
law requires the directors to prepare ﬁ nancial statements for
each ﬁ nancial year. Under that law the directors have prepared
the Group and Company ﬁ nancial statements in accordance
with International Financial Reporting Standards (IFRSs) as

adopted by the EU. Under company law the directors must not
approve the ﬁ nancial statements unless they are satisﬁ ed that
they give a true and fair view of the state of affairs of the Group
and the Company and of the proﬁ t or loss of the Company and
Group for that period. In preparing these ﬁ nancial statements,
the directors are required to:

– Select suitable accounting policies and then apply them

consistently;

– Make judgements and accounting estimates that are

reasonable and prudent;

– State whether applicable IFRSs as adopted by the EU have
been followed, subject to any material departures disclosed
and explained in the ﬁ nancial statements; and

– Prepare the ﬁ nancial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.

The directors are responsible for keeping adequate accounting
records that are sufﬁ cient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the ﬁ nancial position of the Company and the Group and to
enable them to ensure that the ﬁ nancial statements and the
Remuneration Report comply with the Companies Act 2006
and, as regards the Group ﬁ nancial statements, Article 4 of the
IAS Regulation. They are also responsible for safeguarding the
assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities. The directors are responsible for the
maintenance and integrity of the Company’s website.
Legislation in the UK governing the preparation and
dissemination of ﬁ nancial statements may differ from legislation
in other jurisdictions. Each of the directors, whose names and
functions are listed on page 36 of the Annual Report, conﬁ rm
that, to the best of their knowledge:

– The Group ﬁ nancial statements, which have been prepared in
accordance with IFRSs as adopted by the EU, give a true and
fair view of the assets, liabilities, ﬁ nancial position and proﬁ t of
the Group;

– The Strategic Report and the Directors’ Report contained in
this report includes a fair review of the development and
performance of the business and the position of the Group,
together with a description of the principal risks and
uncertainties that it faces; and

– This Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the necessary information for
shareholders to assess the Group’s performance, business
model and strategy.

Disclosure of information to auditor
Each director conﬁ rms that, so far as he/she is aware, there is
no relevant audit information of which the Company’s auditors
are unaware, and that each director has taken all the steps that
he/she ought to have taken as a director to make him/herself
aware of any relevant audit information, and to establish that
the Company’s auditors are aware of that information.

The Director’s Report was approved by a duly
authorised committee of the Board of Directors on
22 May 2014 and signed on its behalf by
Amanda Mellor, Group Secretary
London 22 May 2014

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Independent auditors’ report
to the members of Marks and Spencer Group plc
Report on the ﬁ nancial statements

Our opinion
In our opinion:

– The ﬁ nancial statements deﬁ ned below give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as

at 29 March 2014 and of the Group’s proﬁ t and Group’s and Parent Company’s cash ﬂ ows for the 52 weeks then ended;
– The Group ﬁ nancial statements have been properly prepared in accordance with International Financial Reporting Standards

(IFRSs) as adopted by the European Union;

– The Parent Company ﬁ nancial statements have been properly prepared in accordance with IFRSs as adopted by the European

Union and as applied in accordance with the provisions of the Companies Act 2006; and

– The ﬁ nancial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards

the Group ﬁ nancial statements, Article 4 of the IAS Regulation.

This opinion is to be read in the context of what we say in the remainder of this report.

What we have audited
The Group ﬁ nancial statements and Parent Company ﬁ nancial statements (the ‘ﬁ nancial statements’), which are prepared by
Marks and Spencer Group plc, comprise:

– The Group and Parent Company statements of ﬁ nancial position as at 29 March 2014;
– The Group income statement and statement of comprehensive income for the 52 weeks then ended;
– The Group and Parent Company statements of changes in equity and statements of cash ﬂ ows for the 52 weeks then ended; and
– The notes to the ﬁ nancial statements, which include a summary of signiﬁ cant accounting policies and other explanatory

information.

The ﬁ nancial reporting framework that has been applied in their preparation comprises applicable law and IFRSs as adopted
by the European Union and, as regards the Parent Company, as applied in accordance with the provisions of the Companies
Act 2006.

What an audit of ﬁ nancial statements involves
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (‘ISAs (UK & Ireland)’). An audit
involves obtaining evidence about the amounts and disclosures in the ﬁ nancial statements sufﬁ cient to give reasonable assurance
that the ﬁ nancial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

– Whether the accounting policies are appropriate to the Group’s and Parent Company’s circumstances and have been consistently

applied and adequately disclosed;

– The reasonableness of signiﬁ cant accounting estimates made by the directors; and
– The overall presentation of the ﬁ nancial statements.

In addition, we read all the ﬁ nancial and non-ﬁ nancial information in the Annual Report and ﬁ nancial statements (the ‘Annual
Report’) to identify material inconsistencies with the audited ﬁ nancial statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit.
If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Overview of our audit approach
Materiality
We set certain thresholds for materiality. These helped us to determine the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and on the ﬁ nancial statements as a whole.

Based on our professional judgement, we determined materiality for the Group ﬁ nancial statements as a whole to be £31.0 million,
representing 5% of proﬁ t before tax (‘PBT’) adjusted for non-GAAP performance measures (‘adjusted Group PBT’).

We agreed with the Audit Committee that we would report to them misstatements identiﬁ ed during our audit above £1.5 million as
well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

Overview of the scope of our audit
In establishing the overall approach to the group audit, we determined the type of work that needed to be performed at reporting
units by us, as the group and UK engagement team, and by other PwC network ﬁ rms operating under our instruction. Where the
work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those
reporting units to be able to conclude whether sufﬁ cient appropriate audit evidence had been obtained as a basis for our opinion
on the Group ﬁ nancial statements as a whole.

The Group ﬁ nancial statements are a consolidation of 117 reporting units, comprising the Group’s operating businesses and
centralised functions. We identiﬁ ed ﬁ ve of the Group’s total reporting units that, in our view, required an audit of their complete
ﬁ nancial information, due to their size and/or their risk characteristics, providing 80% coverage over adjusted Group PBT. The
main UK trading company contributed 63% of this coverage. Speciﬁ c audit procedures on certain speciﬁ ed balances and
transactions were performed at a further ﬁ ve reporting units, which include the insurance companies located in the Channel
Islands, as the nature of these balances/transactions differs signiﬁ cantly from the rest of the business. This, together with
additional procedures performed at the Group level, including speciﬁ c procedures on the majority of the remaining reporting units,
gave us the evidence we needed for our opinion on the Group ﬁ nancial statements as a whole.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Areas of particular audit focus
In preparing the ﬁ nancial statements, the directors made a number of subjective judgements, for example in respect of signiﬁ cant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We primarily
focused our work in these areas by assessing the directors’ judgements against available evidence, forming our own judgements,
and evaluating the disclosures in the ﬁ nancial statements.

In our audit, we tested and examined information, using sampling and other auditing techniques, to the extent we considered
necessary to provide a reasonable basis for us to draw conclusions. We obtained audit evidence through testing the effectiveness
of controls, substantive procedures or a combination of both.

We considered the following areas to be those that required particular focus in the current year. This is not a complete list of all
risks or areas of audit focus identiﬁ ed by our audit. We discussed these areas of focus with the Audit Committee. Their report on
those matters that they considered to be signiﬁ cant issues in relation to the ﬁ nancial statements is set out on page 48.

Area of focus

How the scope of our audit addressed the area of focus

Inventory valuation and provisioning
We focused on this area due to the signiﬁ cance of
the balance, complex nature of the calculations and
the level of judgement applied by the directors in
determining the amount of provision needed to record
the value of inventory at net realisable value where
this is lower than cost.
Impairment of goodwill, brands and stores
We focused on this area because the determination
of whether or not impairment charges are necessary
involved signiﬁ cant judgements by the directors about
the future results of the business, especially given
the difﬁ cult trading conditions in some markets. The
directors booked impairment charges of £21.9 million
for International stores. We needed to obtain evidence
for the remaining amounts to determine their
recoverability. (Refer also to note 15 to the ﬁ nancial
statements).
Presentation of ‘underlying earnings’
We focused on the classiﬁ cation of certain income
and costs as non-GAAP measures (to derive
‘underlying earnings’) because under IFRSs the
determination of these measures is judgemental,
with IFRSs only formally requiring the separate
presentation of material items.

Retirement beneﬁ ts
We focused on this area because the net asset
position in the Group’s retirement beneﬁ t plan, along
with the valuation of the scheme’s assets have shown
volatility. Both the asset valuation and the pension
obligation valuations are sensitive to changes in
key assumptions, such as the discount rate and
inﬂ ation estimates.
Risk of management override of controls
ISAs (UK & Ireland) require that we consider this.

Risk of fraud in revenue recognition
ISAs (UK & Ireland) presume there is a risk of fraud
in revenue recognition because of the pressure
management may feel to achieve the planned results.
The Group continues to grow its business through
a number of revenue streams. This increases the
complexity and inherent risk in accounting for these
revenues and in particular we focused on franchise
and multi-channel transactions given that these are
growing areas of the business with additional stores
being opened internationally and the new website
being launched.

We assessed the appropriateness of the methodology used to calculate
the provisions held against inventory at year end. We agreed the
underlying assumptions used in the calculation to supporting
documentation and veriﬁ ed the models for mathematical accuracy. We
also attended inventory counts at a sample of distribution centres and
stores. We tested controls associated with inventory cost price and
margin data.
We tested the directors’ future cash ﬂ ow forecasts, including comparing
them to the latest Board approved plans and budgets, challenged the
assumptions therein and looked at historical performance. We also
challenged the directors’ key assumptions for discount and long-term
growth rates. In addition, we performed sensitivity analysis around the
key drivers of the cash ﬂ ow forecasts, including revenue and trading
margin, to determine the extent of change in the key assumptions that
either individually or collectively would be required for assets to be
impaired and considered the likelihood of such change in those key
assumptions arising. We also assessed the appropriateness of the
disclosures included in the ﬁ nancial statements.
We evaluated the presentation and completeness of material or unusual
transactions for appropriate classiﬁ cation within the ﬁ nancial statements.
We also tested the material balances disclosed as non-GAAP measures
by agreeing such amounts to supporting documentation. We determined
whether these items were in accordance with the Group’s stated
accounting policy.

We tested the key assumptions underpinning the valuation of the
scheme. We tested the data used in the valuation of the scheme, such
as employee data, evaluated the key assumptions including discount
rates applied and evaluated the expertise of the Group’s actuaries. We
obtained asset conﬁ rmations or performed other procedures to verify the
completeness and accuracy of the scheme’s plan assets. We also
examined the disclosures in the ﬁ nancial statements.

We assessed the overall control environment of the Group, including the
arrangements for staff to ‘whistle-blow’ inappropriate actions, and
interviewed senior management and the Group’s internal audit function.

We tested manual journal entries and considered whether there was
evidence of bias by the directors in the signiﬁ cant accounting estimates
and judgements. We also incorporated an element of unpredictability
into our testing plans.
We tested manual journals posted to revenue for indication of fraudulent
misstatements. We applied data analysis techniques to test revenue
transactions. We tested controls in the revenue and receivables cycle
over the accuracy and timing of revenue recognised in the ﬁ nancial
statements. We also tested transactions around the year end, in
particular for UK and International franchise transactions, to check that
revenue was accounted for appropriately and in the correct period.

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Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Independent auditors’ report continued

Going Concern
Under the Listing Rules we are required to review the directors’ statement, as set out on page 83, in relation to going concern.
We have nothing to report having performed our review.

As noted in the directors’ statement, the directors have concluded that it is appropriate to prepare the Group’s and Parent
Company’s ﬁ nancial statements using the going concern basis of accounting. The going concern basis presumes that the Group
and Parent Company have adequate resources to remain in operation, and that the directors intend them to do so, for at least one
year from the date the ﬁ nancial statements were signed. As part of our audit we have concluded that the directors’ use of the
going concern basis is appropriate.

However, because not all future events or conditions can be predicted, these statements are not a guarantee as to the Group’s
and Parent Company’s ability to continue as a going concern.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion:

– The information given in the Strategic Report and the Directors’ Report for the ﬁ nancial year for which the ﬁ nancial statements are

prepared is consistent with the ﬁ nancial statements; and

– The part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies

Act 2006.

Other matters on which we are required to report by exception
Adequacy of accounting records and information and explanations received
Under the Companies Act 2006 we are required to report to you if, in our opinion:

– We have not received all the information and explanations we require for our audit; or
– Adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been

received from branches not visited by us; or

– The Parent Company ﬁ nancial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement

with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Directors’ remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors’ remuneration
speciﬁ ed by law have not been made. We have no exceptions to report arising from this responsibility.

Corporate Governance Statement
Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to the Parent
Company’s compliance with nine provisions of the UK Corporate Governance Code (‘the Code’). We have nothing to report
having performed our review.

On page 83 of the Annual Report, as required by the Code Provision C.1.1, the directors state that they consider the Annual
Report taken as a whole to be fair, balanced and understandable and provides the information necessary for members to assess
the Group’s performance, business model and strategy. On page 48, as required by C.3.8 of the Code, the Audit Committee has
set out the signiﬁ cant issues that it considered in relation to the ﬁ nancial statements, and how they were addressed. Under ISAs
(UK & Ireland) we are required to report to you if, in our opinion:

– The statement given by the directors is materially inconsistent with our knowledge of the Group acquired in the course of

performing our audit; or

– The section of the Annual Report describing the work of the Audit Committee does not appropriately address matters

communicated by us to the Audit Committee.

We have no exceptions to report arising from this responsibility.

Other information in the Annual Report
Under ISAs (UK & Ireland), we are required to report to you if, in our opinion, information in the Annual Report is:

– Materially inconsistent with the information in the audited ﬁ nancial statements; or
– Apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group and Parent Company

acquired in the course of performing our audit; or

– Is otherwise misleading.

We have no exceptions to report arising from this responsibility.

Governance

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Responsibilities for the ﬁ nancial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 83, the directors are responsible for the
preparation of the Group and Parent Company ﬁ nancial statements and for being satisﬁ ed that they give a true and fair view.

Our responsibility is to audit and express an opinion on the Group and Parent Company ﬁ nancial statements in accordance with
applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical
Standards for Auditors.

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.

Paul Cragg (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
22 May 2014

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Financial statements
Financial statements
Financial statements

Marks and Spencer Group plc
Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

88
88

Financial statements

Consolidated income statement

Revenue

Operating proﬁ t

Finance income
Finance costs

Proﬁ t before tax
Income tax expense
Proﬁ t for the year

Attributable to:
Owners of the parent
Non-controlling interests

Basic earnings per share
Diluted earnings per share

Non-GAAP measures: Underlying proﬁ t before tax
Proﬁ t before tax
Adjusted for:
Proﬁ t on property disposal
UK and Ireland one-off pension credits
Interest income on tax repayment net of fees
Restructuring costs
International store review
IAS 39 Fair value movement of embedded derivative
Strategic programme costs
Fair value movement on buy back of the Puttable Callable Reset medium-term notes
Reduction in M&S Bank income for the impact of the ﬁ nancial product mis-selling provision
Underlying proﬁ t before tax

Underlying basic earnings per share
Underlying diluted earnings per share

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

Consolidated statement of comprehensive income

Proﬁ t for the year
Other comprehensive (expense)/income:
Items that will not be classiﬁ ed to proﬁ t or loss
Remeasurements of retirement beneﬁ t schemes
Tax credit/(charge) on retirement beneﬁ t schemes

Items that may be reclassiﬁ ed subsequently to proﬁ t or loss
Foreign currency translation differences
Cash ﬂ ow and net investment hedges
– fair value movements in other comprehensive income
– reclassiﬁ ed and reported in net proﬁ t
– amount recognised in inventories
Tax credit/(charge) on cash ﬂ ow hedges and net investment hedges

Other comprehensive (expense)/income for the year, net of tax
Total comprehensive income for the year

Attributable to:
Owners of the parent
Non-controlling interests

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1) .

52 weeks ended
29 March 2014

£m
10,309.7

52 weeks ended
30 March 2013
(restated)1
£m
10,026.8

694.5

753.0

Notes

2, 3

6
6

4
7

8
8

5
5
5
5
5
5
5
5
5
1

8
8

Notes

25.0
(139.1)

580.4
(74.4)
506.0

524.8
(18.8)
506.0

32.5p
32.2p

580.4

(82.2)
(27.5)
(3.3)
77.3
21.9
3.5
2.0
–
50.8
622.9

32.2p
31.9p

12.4
(218.2)

547.2
(102.4)
444.8

453.5
(8.7)
444.8

28.3p
28.2p

547.2

–
–
–
9.3
–
(5.8)
6.6
75.3
15.5
648.1

31.9p
31.6p

52 weeks ended
29 March 2014

£m
506.0

(85.3)
31.8
(53.5)

(22.3)

(109.9)
36.4
18.7
12.2
(64.9)
(118.4)
387.6

406.4
(18.8)
387.6

52 weeks ended
30 March 2013
(restated)1
£m
444.8

105.8
(23.3)
82.5

7.9

33.6
(26.0)
(13.6)
(0.4)
1.5
84.0
528.8

537.5
(8.7)
528.8

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Consolidated statement of ﬁ nancial position

Assets
Non-current assets
Intangible assets
Property, plant and equipment
Investment property
Investment in joint ventures
Other ﬁ nancial assets
Retirement beneﬁ t asset
Trade and other receivables
Derivative ﬁ nancial instruments

Current assets
Inventories
Other ﬁ nancial assets
Trade and other receivables
Derivative ﬁ nancial instruments
Current tax assets
Cash and cash equivalents

Total assets
Liabilities
Current liabilities
Trade and other payables
Partnership liability to the Marks & Spencer UK Pension Scheme
Borrowings and other ﬁ nancial liabilities
Derivative ﬁ nancial instruments
Provisions
Current tax liabilities

Non-current liabilities
Retirement beneﬁ t deﬁ cit
Trade and other payables
Partnership liability to the Marks & Spencer UK Pension Scheme
Borrowings and other ﬁ nancial liabilities
Derivative ﬁ nancial instruments
Provisions
Deferred tax liabilities

Total liabilities
Net assets
Equity
Issued share capital
Share premium account
Capital redemption reserve
Hedging reserve
Other reserve
Retained earnings
Total shareholders’ equity
Non-controlling interests in equity
Total equity

As at
29 March 2014

Notes

£m

As at
30 March 2013
(restated)¹
£m

14
15

16
11
17
21

16
17
21

19
12
20
21
22

11
19
12
20
21
22
23

808.4
5,139.9
15.7
12.7
3.0
200.7
313.5
40.6
6,534.5

845.5
17.7
309.5
13.7
–
182.1
1,368.5
7,903.0

1,692.8
71.9
448.7
51.5
44.8
39.6
2,349.3

11.7
334.0
496.8
1,655.1
75.4
31.4
242.6
2,847.0
5,196.3
2,706.7

408.1
355.5
2,202.6
(41.8)
(6,542.2)
6,325.1
2,707.3
(0.6)
2,706.7

695.0
5,033.7
15.8
15.5
3.0
249.1
265.4
65.3
6,342.8

767.3
16.9
245.0
42.5
3.1
193.1
1,267.9
7,610.7

1,503.8
71.9
558.7
13.7
19.2
71.0
2,238.3

13.1
292.1
550.7
1,727.3
13.1
16.0
240.6
2,852.9
5,091.2
2,519.5

403.5
315.1
2,202.6
9.2
(6,542.2)
6,150.3
2,538.5
(19.0)
2,519.5

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

The ﬁ nancial statements were approved by the Board and authorised for issue on 22 May 2014. The ﬁ nancial statements also
comprise of the notes on pages 92 to 122.

Marc Bolland Chief Executive Ofﬁ cer

Alan Stewart Chief Finance Ofﬁ cer

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Consolidated statement of changes in equity

Ordinary
share capital
£m
401.4
–

Share
premium
account
£m
294.3
–

Capital
redemption
reserve
£m
2,202.6
–

Hedging
reserve
£m

Other
reserve2
£m
14.8 (6,114.3)
–

–

–
–
–

–

–
–
–

–

–
–
–

–

–
–
–

–

–
–
–

–

–
–
–

2.1
–
–
403.5
403.5
–

20.8
–
–
–
–
–
2,202.6
315.1
315.1 2,202.6
–

–

Retained
earnings3
£m
6,026.0
453.5

Total
£m
2,824.8
453.5

9.4

7.9

105.8

(23.3)

(2.3)
–
–

33.6
(26.0)
(13.6)

–

(0.4)

89.6

84.0

Non-
controlling
interest
£m

Total
£m
(11.4) 2,813.4
444.8

(8.7)

–

–
–
–

–

7.9

105.8

(23.3)

33.6
(26.0)
(13.6)

(0.4)

84.0

543.1

537.5

(8.7)

528.8

(1.5)

–

35.9
(26.0)
(13.6)

(0.4)

(5.6)

–

–
–
–

–

–
–
–

–
–
(427.9)

(271.3)
–
(178.1)

(271.3)
–
(606.0)

–
1.1
–

(271.3)
1.1
(606.0)

–
–
–

–
22.9
–
28.0
–
2.6
2,538.5
9.2 (6,542.2)
9.2 (6,542.2) 6,150.3 2,538.5
524.8

–
28.0
2.6
6,150.3

524.8

–

–
–
–

22.9
28.0
2.6
(19.0) 2,519.5
(19.0) 2,519.5
506.0
(18.8)

–

–
–

–
–
–

(22.3)

(85.3)
31.8

(109.9)
36.4
18.7

(21.6)

(22.3)

(85.3)
31.8

7.7
–
–

(109.9)
36.4
18.7

–
(67.4)
457.4

12.2
(118.4)
406.4

–
–
(18.8)

12.2
(118.4)
387.6

(273.6)
(39.3)

–
37.2

(273.6)
(2.1)

–

–
–

–
–
–

–
–

–

–
–

–
–
–

–
–

–

–
–

–
–
–

–
–

(0.7)

–
–

(117.6)
36.4
18.7

12.2
(51.0)
(51.0)

–
–

–

–
–

–
–
–

–
–

As at 1 April 2012 (restated)1
Proﬁ t/(loss) for the year (restated)1
Other comprehensive (expense)/income:
Foreign currency translation
Remeasurements of retirement beneﬁ t
schemes (restated)¹
Tax charge on retirement beneﬁ t schemes
(restated)1
Cash ﬂ ow and net investment hedges
– fair value movements in other comprehensive
income
– reclassiﬁ ed and reported in net proﬁ t4
– amount recognised in inventories
Tax on cash ﬂ ow hedges and net investment
hedges
Other comprehensive (expense)/income
(restated)1
Total comprehensive (expense)/income
(restated)1
Transactions with owners:
Dividends
Transactions with non-controlling shareholders
Recognition of ﬁ nancial liability
Shares issued on exercise of employee share
options
Credit for share-based payments
Deferred tax on share schemes
As at 30 March 2013 (restated)1
As at 31 March 2013 (restated)1
Proﬁ t/(loss) for the year
Other comprehensive (expense)/income:
Foreign currency translation
Remeasurements of retirement beneﬁ t
schemes
Tax credit on retirement beneﬁ t schemes
Cash ﬂ ow and net investment hedges
– fair value movements in other comprehensive
income
– reclassiﬁ ed and reported in net proﬁ t4
– amount recognised in inventories
Tax on cash ﬂ ow hedges and net investment
hedges
Other comprehensive expense
Total comprehensive (expense)/income
Transactions with owners:
Dividends
Transactions with non-controlling shareholders
Shares issued on exercise of employee share
options
Credit for share-based payments
Deferred tax on share schemes
As at 29 March 2014

4.6
–
–
408.1

40.4
–
–

–
–
–
355.5 2,202.6

–
–
–

45.0
21.3
9.0
(41.8) (6,542.2) 6,325.1 2,707.3

–
21.3
9.0

–
–
–

45.0
21.3
9.0
(0.6) 2,706.7

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).
2. The ‘Other reserve’ was originally created as part of the capital restructuring that took place in 2002. It represents the difference between the nominal value of the shares issued prior
to the capital reduction by the Company (being the carrying value of the investment in Marks and Spencer plc) and the share capital, share premium and capital redemption reserve of
Marks and Spencer plc at the date of the transaction. As at 1 April 2012 the reserve also included discretionary distributions to the Marks & Spencer UK Pension Scheme of £427.9m.
On 21 May 2012 the Group changed the terms of the Marks and Spencer Scottish Limited Partnership and the total equity instrument of £427.9m was derecognised and the fair value
of the remaining distributions of £606.0m was recognised as a ﬁ nancial liability (see note 12).

3. The ‘Retained earnings reserve’ includes a cumulative £7.1m loss (last year £14.5m gain) in the currency reserve.
4. Amounts reclassiﬁ ed and reported in net proﬁ t have all been recorded in cost of sales.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Consolidated cash ﬂ ow statement

Cash ﬂ ows from operating activities
Cash generated from operations
Income tax paid
Net cash inﬂ ow from operating activities
Cash ﬂ ows from investing activities
Proceeds on property disposals
Purchase of property, plant and equipment
Purchase of intangible assets
(Purchase)/sale of current ﬁ nancial assets
Interest received
Net cash used in investing activities
Cash ﬂ ows from ﬁ nancing activities
Interest paid1
Cash inﬂ ow from borrowings
Drawdown of syndicated loan notes
Issue of medium-term notes
Redemption of medium-term notes
Decrease in obligations under ﬁ nance leases
Payment of liability to the Marks & Spencer UK Pension Scheme
Equity dividends paid
Shares issued on exercise of employee share options
Net cash used in ﬁ nancing activities
Net cash inﬂ ow/(outﬂ ow) from activities
Effects of exchange rate changes
Opening net cash
Closing net cash

1. Includes interest on the partnership liability to the Marks & Spencer UK Pension Scheme .

Reconciliation of net cash ﬂ ow to movement in net debt
Opening net debt
Net cash inﬂ ow/(outﬂ ow) from activities
Increase/(decrease) in current ﬁ nancial assets
Decrease in debt ﬁ nancing
Partnership liability to the Marks & Spencer UK Pension Scheme (non cash)
Exchange and other non cash movements
Movement in net debt
Closing net debt

52 weeks ended
29 March 2014
£m

52 weeks ended
30 March 2013
£m

Notes

1,175.5
(45.9)
1,129.6

1,246.2
(106.0)
1,140.2

25.0
(440.1)
(201.5)
(1.7)
3.4
(614.9)

(132.7)
167.5
154.1
–
(400.0)
(7.3)
(50.3)
(273.6)
44.2
(498.1)
16.6
(1.6)
160.7
175.7

–
(642.6)
(187.1)
243.4
5.9
(580.4)

(135.2)
0.5
81.0
395.6
(606.4)
(11.0)
(71.9)
(271.3)
22.9
(595.8)
(36.0)
0.9
195.8
160.7

52 weeks ended
29 March 2014
£m

52 weeks ended
30 March 2013
£m

Notes

(2,614.3)
16.6
1.7
136.0
–
(3.6)
150.7
(2,463.6)

(1,857.1)
(36.0)
(243.4)
132.7
(606.0)
(4.5)
(757.2)
(2,614.3)

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Financial statements
Financial statements

Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

92
92

Notes to the ﬁ nancial statements

1 Accounting policies
Basis of preparation
The ﬁ nancial statements have been prepared in accordance
with International Financial Reporting Standards (IFRS) and
IFRS Interpretations Committee (IFRS IC) interpretations, as
adopted by the European Union and with those parts of the
Companies Act 2006 applicable to companies reporting
under IFRS.

In adopting the going concern basis for preparing the ﬁ nancial
statements, the directors have considered the business
activities as set out on pages 1 to 35 as well as the Group’s
principal risks and uncertainties as set out on pages 16 to 17.
Based on the Group’s cash ﬂ ow forecasts and projections, the
Board is satisﬁ ed that the Group will be able to operate within
the level of its facilities for the foreseeable future. For this
reason the Group continues to adopt the going concern basis
in preparing its ﬁ nancial statements.

The following IFRS, IFRS IC interpretations and amendments
are effective for the ﬁ rst time in this ﬁ nancial year:

IAS 19 (revised) ‘Employee Beneﬁ ts’ has been adopted in the
ﬁ nancial year. The revised standard replaces the expected
return on plan assets and the interest cost on liabilities with
a net interest expense calculated by applying the discount
rate to the net deﬁ ned beneﬁ t asset or liability. In addition,
administration costs on pension funds are now recognised in
the proﬁ t or loss when the administration services are
performed. Previously the Group included an expense reserve
in the deﬁ ned beneﬁ t obligation. The revised standard has
retrospective application. The adoption of the revised standard
has resulted in the following changes:

Income Statement (total proﬁ t after tax decrease of £13.2m):

– Service cost increased by £3.0m;
– Pension interest income decreased by £14.1m; and
– Income tax expense decreased by £3.9m.

Statement of Financial Position (total net asset increase
of £33.1m):

– Net retirement beneﬁ t asset increased by £43.0m; and
– Deferred tax liability increased by £9.9m.

Retained Earnings (total increase of £33.1m):

– Opening retained earnings increased by £34.6m;
– Proﬁ t after tax decreased by £13.2m;
– Remeasurements of retirement beneﬁ t assets recognised in

other comprehensive income (OCI) increased by £15.1m; and
– Tax on retirement beneﬁ t scheme recognised in OCI increased

by £3.4m.

The Group has adopted the amendments to IAS 1
‘Presentation of items of other comprehensive income’, which
require items of other comprehensive income to be grouped by
those items that will be reclassiﬁ ed subsequently to proﬁ t or
loss and those that will never be reclassiﬁ ed. The amendments
have been applied retrospectively and the presentation of
items of comprehensive income have been regrouped to
reﬂ ect the change.

The Group has adopted IFRS 13 ‘Fair value measurement’ and
the measurement and disclosure requirements are applicable
for the ﬁ nancial year beginning 31 March 2013. IFRS 13 aims to
improve consistency and reduce complexity by providing a

precise deﬁ nition of fair value and a single source of fair
measurement and disclosure requirements for use across
IFRS. The requirements, which are largely aligned between
IFRS and US GAAP, do not extend the use of fair value
accounting but provide guidance on how it should be applied
where its use is already required or permitted by other
standards. This has no material impact on the Group.

The Group has adopted the amendments to IFRS 7
‘Disclosures – Offsetting Financial Assets and Financial
Liabilities’ for the ﬁ rst time in the current year. Refer to note 21.

The Group has also early adopted the amendments to IAS 36
‘Recoverable Amount Disclosures for Non-Financial Assets’
for the ﬁ rst time in the current year. Refer to note 14.

There are no other new standards or amendments to
standards which are mandatory for the ﬁ rst time in this ﬁ nancial
year that have had any material impact on the Group.

IFRS 10 ‘Consolidated Financial Statements’, IFRS 11 ‘Joint
Arrangements’ and IFRS 12 ‘Disclosure of Interests in Other
Entities’ have received EU endorsement and are applicable for
the ﬁ nancial year beginning 30 March 2014. They are not
expected to have a material impact on the Group.

There are no other IFRS, IFRS IC interpretations or amendments
that have been issued but are not yet effective that would be
expected to have a material impact on the Group.

The Marks and Spencer Scottish Limited Partnership has taken
an exemption under paragraph 7 of the Partnership (Accounts)
Regulations 2008 for the requirement to prepare and deliver
ﬁ nancial statements in accordance with the Companies Act.

A summary of the Company’s and the Group’s accounting
policies is given below:

Accounting convention
The ﬁ nancial statements are drawn up on the historical cost
basis of accounting, as modiﬁ ed by ﬁ nancial assets and
ﬁ nancial liabilities (including derivative instruments) at fair value
through proﬁ t and loss.

Basis of consolidation
The Group ﬁ nancial statements incorporate the ﬁ nancial
statements of Marks and Spencer Group plc and all its
subsidiaries made up to the year end date. Where necessary,
adjustments are made to the ﬁ nancial statements of
subsidiaries to bring the accounting policies used in line
with those used by the Group.

Subsidiaries
Subsidiary undertakings are all entities (including special
purpose entities) over which the Group has the power to
govern the ﬁ nancial and operating policies generally
accompanying a shareholding of more than one half of the
voting rights. Subsidiary undertakings acquired during the year
are recorded using the acquisition method of accounting and
their results are included from the date of acquisition.

The separable net assets, including property, plant and
equipment and intangible assets, of the newly acquired
subsidiary undertakings are incorporated into the consolidated
ﬁ nancial statements on the basis of the fair value as at the
effective date of control.

Financial statements
Financial statements
Financial statements

Marks and Spencer Group plc
Marks and Spencer Group plc
Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014
Annual report and ﬁ nancial statements 2014

93
93
93

1 Accounting policies continued
Subsidiaries continued
Intercompany transactions, balances and unrealised gains on
transactions between Group companies are eliminated.

Revenue
Revenue comprises sales of goods to customers outside the
Group less an appropriate deduction for actual and expected
returns, discounts and loyalty scheme vouchers, and is stated
net of value added tax and other sales taxes. Revenue is
recognised when goods are delivered and the signiﬁ cant risks
and rewards of ownership have been transferred to the buyer.

Dividends
Final dividends are recorded in the ﬁ nancial statements in the
period in which they are approved by the Company’s
shareholders. Interim dividends are recorded in the period in
which they are approved and paid.

Pensions
Funded pension plans are in place for the Group’s UK
employees and some employees overseas.

For deﬁ ned beneﬁ t pension schemes, the difference between
the fair value of the assets and the present value of the deﬁ ned
beneﬁ t obligation is recognised as an asset or liability in the
statement of ﬁ nancial position. The deﬁ ned beneﬁ t obligation is
actuarially calculated using the projected unit credit method.

The service cost of providing retirement beneﬁ ts to employees
during the year, together with the cost of any beneﬁ ts relating
to past service, is charged to operating proﬁ t in the year.

The net interest cost on the net retirement beneﬁ t asset/liability
is calculated by applying the discount rate, measured at the
beginning of the year, to the net deﬁ ned beneﬁ t asset/liability
and is included as a single net amount in ﬁ nance income.

Remeasurements being actuarial gains and losses, together
with the difference between actual investment returns and the
return implied by the net interest cost, are recognised
immediately in the statement of comprehensive income.

Payments to deﬁ ned contribution retirement beneﬁ t schemes
are charged as an expense as they fall due.

Intangible assets
A. Goodwill Goodwill arising on consolidation represents the
excess of the consideration transferred and the amount of any
non-controlling interest in the acquiree over the fair value of the
identiﬁ able assets and liabilities (including intangible assets) of
the acquired entity at the date of the acquisition. Goodwill is
recognised as an asset and assessed for impairment annually
or as triggering events occur. Any impairment is recognised
immediately in the income statement.

B. Brands Acquired brand values are held on the statement of
ﬁ nancial position initially at cost. Deﬁ nite life intangibles are
amortised on a straight-line basis over their estimated useful
lives. Indeﬁ nite life intangibles are tested for impairment
annually or as triggering events occur. Any impairment in value
is recognised immediately in the income statement.

C. Software intangibles Where computer software is not an
integral part of a related item of computer hardware, the
software is treated as an intangible asset. Capitalised software
costs include external direct costs of goods and services, as
well as internal payroll related costs for employees who are
directly associated with the project.

Capitalised software development costs are amortised on
a straight-line basis over their expected economic lives,
normally between three and ten years. Computer software
under development is held at cost less any recognised
impairment loss. Any impairment in value is charged
to the income statement.

Property, plant and equipment
The Group’s policy is to state property, plant and equipment
at cost less accumulated depreciation and any recognised
impairment loss. Property is not revalued for accounting
purposes. Assets in the course of construction are held
at cost less any recognised impairment loss. Cost includes
professional fees and, for qualifying assets, borrowing costs.

Depreciation is provided to write off the cost of tangible
non-current assets (including investment properties), less
estimated residual values, by equal annual instalments
as follows:

– freehold land – not depreciated;
– freehold and leasehold buildings with a remaining lease term
over 50 years – depreciated to their residual value over their
estimated remaining economic lives;

– leasehold buildings with a remaining lease term of less than

50 years – depreciated over the remaining period of the lease;
and

– ﬁ xtures, ﬁ ttings and equipment – 3 to 25 years according to

the estimated life of the asset.

Residual values and useful economic lives are reviewed
annually. Depreciation is charged on all additions to, or
disposals of, depreciating assets in the year of purchase
or disposal.

Any impairment in value is charged to the income statement.

Leasing
Where assets are ﬁ nanced by leasing agreements and the risks
and rewards are substantially transferred to the Group (ﬁ nance
leases) the assets are treated as if they had been purchased
outright, and the corresponding liability to the leasing company
is included as an obligation under ﬁ nance leases. Depreciation
on leased assets is charged to the income statement on the
same basis as owned assets, unless the term of the lease
is shorter. Leasing payments are treated as consisting of
capital and interest elements and the interest is charged
to the income statement.

All other leases are operating leases and the costs in respect
of operating leases are charged on a straight-line basis over
the lease term. The value of any lease incentive received to
take on an operating lease (for example, a rent free period) is
recognised as deferred income and is released over the life
of the lease.

Leasehold prepayments
Payments made to acquire leasehold land and buildings are
included in prepayments at cost and are amortised over the life
of the lease.

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Notes to the ﬁ nancial statements continued

1 Accounting policies continued
Cash and cash equivalents
Cash and cash equivalents includes short-term deposits with
banks and other ﬁ nancial institutions, with an initial maturity of
three months or less and credit card payments received within
48 hours.

assets and liabilities in the statement of ﬁ nancial position and
the corresponding tax bases used in the computation of
taxable proﬁ t. Deferred tax is calculated based on the expected
manner of realisation or settlement of the carrying amount of
assets and liabilities, applying tax rates and laws enacted or
substantively enacted at the end of the reporting period.

Inventories
Inventories are valued on a weighted average cost basis and
carried at the lower of cost and net realisable value. Cost
includes all direct expenditure and other attributable costs
incurred in bringing inventories to their present location and
condition. All inventories are ﬁ nished goods.

Provisions
Provisions are recognised when the Group has a present
obligation as a result of a past event, and it is probable that the
Group will be required to settle that obligation. Provisions are
measured at the best estimate of the expenditure required to
settle the obligation at the end of the reporting period, and are
discounted to present value where the effect is material.

Share-based payments
The Group issues equity-settled share-based payments to
certain employees. A fair value for the equity-settled share
awards is measured at the date of grant. The Group measures
the fair value of each award using the Black-Scholes model
where appropriate.

The fair value of each award is recognised as an expense over
the vesting period on a straight-line basis, after allowing for an
estimate of the share awards that will eventually vest. The level
of vesting is reviewed annually and the charge is adjusted to
reﬂ ect actual and estimated levels of vesting.

Foreign currencies
The results of overseas subsidiaries are translated at the
weighted average of monthly exchange rates for revenue and
proﬁ ts. The statements of ﬁ nancial position of overseas
subsidiaries are translated at year end exchange rates.
The resulting exchange differences are dealt with through
reserves and reported in the consolidated statement of
comprehensive income.

Transactions denominated in foreign currencies are translated
at the exchange rate at the date of the transaction. Foreign
currency monetary assets and liabilities held at the end of the
reporting period are translated at the closing balance sheet
rate. The resulting exchange gain or loss is recognised within
the income statement, except when deferred in other
comprehensive income as qualifying cash ﬂ ow hedge and
qualifying net investment hedges.

Taxation
Tax expense comprises current and deferred tax. Tax is
recognised in the income statement, except to the extent it
relates to items recognised in other comprehensive income or
directly in equity, in which case the related tax is also
recognised in other comprehensive income or directly in equity.

Deferred tax is accounted for using a temporary difference
approach, and is the tax expected to be payable or recoverable
on temporary differences between the carrying amount of

Deferred tax liabilities are generally recognised for all taxable
temporary differences. Deferred tax liabilities are recognised
for taxable temporary differences arising on investments in
subsidiaries, associates and joint ventures, except where the
reversal of the temporary difference can be controlled by the
Group and it is probable that the difference will not reverse in
the foreseeable future.

Deferred tax liabilities are not recognised on temporary
differences that arise from goodwill which is not deductible
for tax purposes.

Deferred tax assets are recognised to the extent it is probable
that taxable proﬁ ts will be available against which the
deductible temporary differences can be utilised. The carrying
amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer
probable that sufﬁ cient taxable proﬁ ts will be available to allow
all or part of the asset to be recovered.

Deferred tax assets and liabilities are not recognised in respect
of temporary differences that arise on initial recognition of
assets and liabilities acquired other than in a business
combination.

Financial instruments
Financial assets and liabilities are recognised in the Group’s
statement of ﬁ nancial position when the Group becomes a
party to the contractual provisions of the instrument.

A. Trade receivables Trade receivables are recorded initially
at fair value and subsequently measured at amortised cost.
Generally, this results in their recognition at nominal value less
any allowance for any doubtful debts.

B. Investments and other ﬁ nancial assets Investments and
other ﬁ nancial assets are classiﬁ ed as either ‘available-for-sale’
or ‘fair value through proﬁ t or loss’. They are initially measured
at fair value, including transaction costs, with the exception of
‘fair value through proﬁ t or loss’. Financial assets held at ‘fair
value through proﬁ t or loss’ are initially recognised at fair value
and transaction costs are expensed.

Where securities are designated as ‘fair value through proﬁ t or
loss’, gains and losses arising from changes in fair value are
included in net proﬁ t or loss for the period. For ‘available-for-
sale’ investments, gains or losses arising from changes in fair
value are recognised in comprehensive income, until the
security is disposed of or is determined to be impaired, at
which time the cumulative gain or loss previously recognised
in comprehensive income is included in the net proﬁ t or loss
for the period. Equity investments that do not have a quoted
market price in an active market and whose fair value cannot
be reliably measured by other means are held at cost.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

1 Accounting policies continued
Financial instruments continued
C. Classiﬁ cation of ﬁ nancial liabilities and equity Financial
liabilities and equity instruments are classiﬁ ed according to
the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of
its liabilities.

D. Bank borrowings Interest-bearing bank loans and
overdrafts are initially recorded at fair value, which equals the
proceeds received, net of direct issue costs. They are
subsequently held at amortised cost. Finance charges,
including premiums payable on settlement or redemption and
direct issue costs, are accounted for using an effective interest
rate method and are added to the carrying amount of the
instrument to the extent that they are not settled in the period
in which they arise.

E. Loan notes Long-term loans are initially measured at fair
value and are subsequently held at amortised cost unless the
loan is hedged by a derivative ﬁ nancial instrument in which
case hedge accounting treatment will apply.

F. Trade payables Trade payables are recorded initially at fair
value and subsequently measured at amortised cost. Generally
this results in their recognition at their nominal value.

G. Equity instruments Equity instruments issued by the
Company are recorded at the consideration received, net of
direct issue costs.

Derivative ﬁ nancial instruments and hedging
activities
The Group primarily uses interest rate swaps and forward
foreign currency contracts to manage its exposures to
ﬂ uctuating interest and foreign exchange rates. These
instruments are initially recognised at fair value on the trade
date and are subsequently remeasured at their fair value at the
end of the reporting period. The method of recognising the
resulting gain or loss is dependent on whether the derivative is
designated as a hedging instrument and the nature of the item
being hedged.

The Group designates certain hedging derivatives as either:

– a hedge of a highly probable forecast transaction or change in
the cash ﬂ ows of a recognised asset or liability (a cash ﬂ ow
hedge);

– a hedge of the exposure to change in the fair value of a

recognised asset or liability (a fair value hedge); or

– a hedge of the exposure on the translation of net investments

in foreign entities (a net investment hedge).

Underlying the deﬁ nition of fair value is the presumption that the
Group is a going concern without any intention of materially
curtailing the scale of its operations.

At inception of a hedging relationship, the hedging instrument
and the hedged item are documented and prospective
effectiveness testing is performed. During the life of the
hedging relationship, effectiveness testing is continued to
ensure the instrument remains an effective hedge of the
transaction. Changes in the fair value of derivative ﬁ nancial
instruments that do not qualify for hedge accounting are
recognised in the income statement as they arise.

A. Cash ﬂ ow hedges Changes in the fair value of derivative
ﬁ nancial instruments that are designated and effective as
hedges of future cash ﬂ ows are recognised in comprehensive
income and any ineffective portion is recognised immediately in
the income statement. If the ﬁ rm commitment or forecast
transaction that is the subject of a cash ﬂ ow hedge results in
the recognition of a non-ﬁ nancial asset or liability, then, at the
time the asset or liability is recognised, the associated gains or
losses on the derivative that had previously been recognised in
comprehensive income are included in the initial measurement
of the asset or liability.

For hedges that do not result in the recognition of an asset or a
liability, amounts deferred in comprehensive income are
recognised in the income statement in the same period in
which the hedged items affect net proﬁ t or loss.

B. Fair value hedges For an effective hedge of an exposure to
changes in the fair value, the hedged item is adjusted for
changes in fair value attributable to the risk being hedged with
the corresponding entry in the income statement. Gains and
losses from remeasuring the derivative, or for non-derivatives
the foreign currency component of the carrying amount, are
recognised in the income statement.

C. Net investment hedges Changes in the fair value of
derivative or non-derivative ﬁ nancial instruments that are
designated and effective as hedges of net investments are
recognised in comprehensive income and any ineffective
portion is recognised immediately in the income statement.

Changes in the fair value of derivative ﬁ nancial instruments that
do not qualify for hedge accounting are recognised in the
income statement as they arise.

D. Discontinuance of hedge accounting Hedge accounting
is discontinued when the hedging instrument expires or is sold,
terminated or exercised, or no longer qualiﬁ es for hedge
accounting. At that time, any cumulative gain or loss on the
hedging instrument recognised in comprehensive income is
retained in equity until the forecast transaction occurs. If a
hedged transaction is no longer expected to occur, the net
cumulative gain or loss recognised in comprehensive income is
transferred to net proﬁ t or loss for the period.

The Group does not use derivatives to hedge income
statement translation exposures.

Embedded derivatives
Derivatives embedded in other ﬁ nancial instruments or other
host contracts are treated as separate derivatives when their
risks and characteristics are not closely related to those of the
host contracts and the host contracts are not carried at fair
value, with unrealised gains or losses reported in the income
statement. Embedded derivatives are carried in the statement
of ﬁ nancial position at fair value from the inception of the
host contract.

Changes in fair value are recognised within the income
statement during the period in which they arise.

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Notes to the ﬁ nancial statements continued

E. Refunds and loyalty scheme accruals Accruals for sales
returns and deferred income in relation to loyalty scheme
redemptions are estimated on the basis of historical returns
and redemptions and these are recorded so as to allocate
them to the same period as the original revenue is recorded.
These balances are reviewed regularly and updated to reﬂ ect
management’s latest best estimates. However, actual returns
and redemptions could vary from those estimates.

F. Inventory valuation Inventories are stated at the lower of
cost and net realisable value, on a weighted average cost basis
which requires the estimation of the eventual sales price of
goods to customers in the future.

Non-GAAP performance measures
The directors believe that the underlying proﬁ t and earnings per
share measures provide additional useful information for
shareholders on the underlying performance of the business.
These measures are consistent with how underlying business
performance is measured internally. The underlying proﬁ t
before tax measure is not a recognised proﬁ t measure under
IFRS and may not be directly comparable with adjusted proﬁ t
measures used by other companies. The adjustments made to
reported proﬁ t before tax are to exclude the following:

– proﬁ ts and losses on the disposal of properties;
– one-off pension credits arising on changes to the deﬁ ned

beneﬁ t scheme rules and practices;

– interest relating to signiﬁ cant and one-off repayments from tax

litigation claims;
– restructuring costs;
– signiﬁ cant and one-off impairment charges and provisions that

distort underlying trading;

– fair value movement in ﬁ nancial instruments;
– costs relating to strategy changes that are not considered
normal operating costs of the underlying business; and

– adjustment in income from HSBC in relation to M&S Bank due
to a non-recurring provision recognised by M&S Bank for the
cost of providing redress to customers in respect of possible
mis-selling of M&S Bank ﬁ nancial products.

1 Accounting policies continued
Critical accounting estimates and judgements
The preparation of consolidated ﬁ nancial statements requires
the Group to make estimates and assumptions that affect the
application of policies and reported amounts. Estimates and
judgements are continually evaluated and are based on
historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates.
The estimates and assumptions which have a signiﬁ cant risk of
causing a material adjustment to the carrying amount of assets
and liabilities are:

A. Impairment of goodwill and brands The Group is required
to test annually or as triggering events occur, whether the
goodwill or brands have suffered any impairment. The
recoverable amount is determined based on value in use
calculations. The use of this method requires the estimation of
future cash ﬂ ows and the choice of a suitable discount rate in
order to calculate the present value of these cash ﬂ ows. Where
there is a non-controlling interest, goodwill is tested for the
business as a whole. This involves a notional increase to
goodwill, to reﬂ ect the non-controlling shareholders’ interest.
Actual outcomes could vary from those calculated. See note 14
for further details.

B. Impairment of property, plant and equipment and
computer software Property, plant and equipment and
computer software are reviewed for impairment if events or
changes in circumstances indicate that the carrying amount
may not be recoverable. When a review for impairment is
conducted, the recoverable amount is determined based on
value in use calculations prepared on the basis of
management’s assumptions and estimates. See notes
14 and 15 for further details.

C. Depreciation of property, plant and equipment and
amortisation of computer software Depreciation and
amortisation is provided so as to write down the assets to their
residual values over their estimated useful lives as set out
above. The selection of these residual values and estimated
lives requires the exercise of management judgement. See
notes 14 and 15 for further details.

D. Post-retirement beneﬁ ts The determination of the pension
cost and deﬁ ned beneﬁ t obligation of the Group’s deﬁ ned
beneﬁ t pension schemes depends on the selection of certain
assumptions which include the discount rate, inﬂ ation rate,
salary growth, mortality and expected return on scheme
assets. Differences arising from actual experiences or future
changes in assumptions will be reﬂ ected in subsequent
periods. See note 11 for further details of assumptions and
note 12 for critical judgements associated with the Marks &
Spencer UK Pension Scheme interest in the Marks and
Spencer Scottish Limited Partnership.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

2 Segmental information
IFRS 8 requires operating segments to be identiﬁ ed on the basis of internal reporting on components of the Group that are
regularly reviewed by the chief operating decision maker to allocate resources to the segments and to assess their performance.

The chief operating decision maker has been identiﬁ ed as the executive directors. The executive directors review the Group’s
internal reporting in order to assess performance and allocate resources across each operating segment. The operating
segments are UK and International which are reported in a manner consistent with the internal reporting to the executive directors.

The UK segment consists of the UK retail business and UK franchise operations. The International segment consists of Marks &
Spencer owned businesses in the Republic of Ireland, Europe and Asia, together with international franchise operations.

The executive directors assess the performance of the operating segments based on a measure of operating proﬁ t. This
measurement basis excludes the effects of non-underlying items from the operating segments. Central costs are all classiﬁ ed as
UK costs and presented within UK operating proﬁ t. The executive directors also monitor revenue within the segments. To increase
transparency, the Group has decided to include an additional voluntary disclosure analysing revenue within the reportable
segments by subcategory.

The following is an analysis of the Group’s revenue and results by reportable segment:

General Merchandise
Food
UK revenue
Franchised
Owned
International revenue
Group revenue

UK operating proﬁ t1
International operating proﬁ t
Group operating proﬁ t

Finance income
Finance costs

Management
£m

Adjustment2
£m

4,094.5
5,063.2
9,157.7
404.0
750.0
1,154.0
10,311.7

619.2
122.7
741.9

20.1
(139.1)

(2.0)
–
(2.0)
–
–
–
(2.0)

(18.9)
(28.5)
(47.4)

4.9
–

2014

Statutory
£m

4,092.5
5,063.2
9,155.7
404.0
750.0
1,154.0
10,309.7

600.3
94.2
694.5

25.0
(139.1)

Management
(restated)3
£m

4,090.3
4,857.5
8,947.8
392.6
682.8
1,075.4
10,023.2

658.4
120.2
778.6

12.4
(142.9)

2013

Statutory
(restated)3
£m

4,093.9
4,857.5
8,951.4
392.6
682.8
1,075.4
10,026.8

632.8
120.2
753.0

12.4
(218.2)

Adjustment2
£m

3.6
–
3.6
–
–
–
3.6

(25.6)
–
(25.6)

–
(75.3)

Proﬁ t before tax

622.9

(42.5)

580.4

648.1

(100.9)

547.2

1. UK statutory proﬁ t includes £6.4m (last year £35.6m) in respect of fees received from HSBC in relation to M&S Bank (formerly M&S Money). UK management operating proﬁ t includes

fees in relation to M&S Bank of £57.2m (last year £51.1m), which reﬂ ects a non-GAAP adjustment of £50.8m (last year £15.5m) as detailed in note 5.

2. Adjustments to revenue relate to an adjustment for refunds recognised in cost of sales for management accounting purposes. Management proﬁ t excludes the adjustments (income or

charges) made to reported proﬁ t before tax that are one-off in nature, signiﬁ cant and distort the Group’s underlying performance (see note 5).

3. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (note 1).

Other segmental information

Additions to property, plant and equipment and
intangible assets (excluding goodwill)
Depreciation and amortisation
Impairment and asset write-offs
Total assets
Non-current assets

UK
£m

International
£m

688.6
434.9
21.3
7,411.4
6,157.6

65.1
34.4
13.9
491.6
376.9

2014

Total
£m

753.7
469.3
35.2
7,903.0
6,534.5

UK
(restated)1,2
£m

761.6
421.7
9.6
7,121.7
5,965.4

International2
£m

59.7
28.8
7.2
489.0
377.4

2013

Total
(restated)1
£m

821.3
450.5
16.8
7,610.7
6,342.8

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).
2. Re-presentation for the prior year for an adjustment relating to an intercompany offset between UK and International segmental assets whilst not affecting total assets.

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

Notes to the ﬁ nancial statements continued

3 Expense analysis

Revenue
Cost of sales
Gross proﬁ t
Selling and administrative expenses
Other operating income
Non-GAAP adjustments to underlying proﬁ t
(see note 5)
Operating proﬁ t

Underlying
£m

Adjustments
£m

10,309.7
(6,439.0)
3,870.7
(3,224.3)
95.5

–
–
–
–
–

2014

Total
£m

10,309.7
(6,439.0)
3,870.7
(3,224.3)
95.5

Underlying
(restated)1
£m

10,026.8
(6,230.3)
3,796.5
(3,110.0)
92.1

Adjustments
£m

–
–
–
–
–

2013

Total
(restated)1
£m

10,026.8
(6,230.3)
3,796.5
(3,110.0)
92.1

–
741.9

(47.4)
(47.4)

(47.4)
694.5

–
778.6

(25.6)
(25.6)

(25.6)
753.0

The selling and administrative expenses are further analysed below:

Employee costs (see note 10A)
Occupancy costs
Repairs, renewals and maintenance of property
Depreciation, amortisation and asset write-offs
Other costs
Selling and administrative expenses

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

4 Proﬁ t before taxation
The following items have been included in arriving at proﬁ t before taxation:

Net foreign exchange gains
Cost of inventories recognised as an expense
Depreciation of property, plant and equipment
– owned assets
– under ﬁ nance leases
Amortisation of intangible assets
Proﬁ t on property disposals
Operating lease rentals payable
– property
– ﬁ xtures, ﬁ ttings and equipment

2014

Total
£m
1,410.9
690.7
102.1
477.8
542.8
3,224.3

2014
£m
(5.1)
5,803.5

372.5
7.2
89.6
(82.2)

312.5
2.9

2013
Total
(restated)1
£m
1,324.2
651.2
96.7
463.2
574.7
3,110.0

2013
£m
–
5,639.6

364.2
9.9
76.4
–

293.9
4.2

Included in administrative expenses is the auditors’ remuneration, including expenses for audit and non-audit services, payable to
the Company’s auditors PricewaterhouseCoopers LLP and its associates as follows:

Annual audit of the Company and the consolidated ﬁ nancial statements
Audit of subsidiary companies
Other assurance services
Tax compliance services
Tax advisory services
Other services

2014
£m
0.6
0.9
0.2
0.3
0.4
0.4
2.8

2013
£m
0.8
1.0
0.2
0.3
0.3
0.5
3.1

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014

5 Non-GAAP performance measures
The adjustments made to reported proﬁ t before tax are income and charges that are one-off in nature, signiﬁ cant and distort the
Group’s underlying performance. These adjustments include:

– The proﬁ t on property disposal relates to the sale of a warehouse site and mock shop in White City on 26 July 2013 to St James
Group Ltd for a total consideration of £100m, £25m received on completion and the remaining consideration to be deferred over
three years. The property has been leased back to Marks and Spencer plc for a period of ﬁ ve years and has been recognised as
an operating lease;

– Pension credit arising from changes to the Marks and Spencer Ireland deﬁ ned beneﬁ t scheme rules (£17.5m) whereby the

discretions for post retirement pension increases have been removed and pension credit arising from the cessation of the practice
of granting pension increases to transferred-in pensions for all members in the UK deﬁ ned beneﬁ t scheme (£10.0m);

– Interest income (net of fees) on tax repayment relating to the successful outcome of litigation in relation to the Group’s claim for

UK tax relief of losses of its former European subsidiaries. Refer to note 7;

– Restructuring costs relating to the Group’s strategy to transition to a one-tier distribution network and the closure costs of the
legacy logistics site (£53.2m), and restructuring costs in Ireland following a thorough commercial review of the Ireland business
(£24.1m). This includes costs relating to the closure of four stores, redundancies and other associated costs;

– International store review relates to the impairment of assets (£13.6m) and onerous lease provisions (£8.3m) in poor performing

international stores in non-strategic locations in China and the Czech Group;

– IAS 39 fair value movement of the embedded derivative in a lease contract based upon the expected future RPI versus the lease

contract in which rent increases are capped at 2.5%, with a ﬂ oor of 1.5%;

– Strategic programme costs relating to the strategy announcements made in November 2010 and include the costs associated

with the initial Focus on the UK plans. This includes asset write-offs and accelerated depreciation. These costs are not considered
normal operating costs of the business. We do not anticipate incurring any further costs in relation to this programme;

– Fair value movement of the Puttable Callable Reset medium-term notes (PCR notes) realised on the repurchase of debt – in

December 2007 the Group issued £250m of 30 year puttable callable bonds which included a coupon rate reset after ﬁ ve years
based on a ﬁ xed underlying 25 year interest rate. On this basis the rate was reset at 9%. In light of continued low long-term
market interest rates and the successful bond issuance in December 2012, the Group bought back and cancelled these bonds in
January 2013, resulting in a one-off fair value loss. This change is the fair value movement of the bond net of any immaterial
associated unamortised bond costs and fees. It is not considered a normal ﬁ nance cost of the business;

– The Group has an economic interest in M&S Bank, a wholly-owned subsidiary of HSBC, by way of a Relationship Agreement that

entitles the Group to a 50% share of the proﬁ ts of M&S Bank after appropriate deductions. The Group does not share in any
losses of M&S Bank and is not obliged to refund any fees received from HSBC although future income may be impacted by
signiﬁ cant one-off deductions. Last year, M&S Bank recognised an estimated liability for redress to customers in respect of
possible mis-selling of ﬁ nancial products in its audited ﬁ nancial statements for the year ended 31 December 2012 with a further
estimated liability in its audited ﬁ nancial statements for the year ended 31 December 2013. The Group’s fee income from M&S
Bank has been reduced by the deduction of this estimated liability (under the Relationship Agreement) in both the current and
prior year and this reduction has been treated as an adjustment to reported proﬁ t before tax on the basis that the directors
believe that the impact of the provision recognised by M&S Bank materially distorts the Group’s underlying performance. We are
continuing discussions with M&S Bank to determine whether these charges are properly for our account under the terms of our
agreement with HSBC.

The adjustments made to reported proﬁ t before tax to arrive at underlying proﬁ t are:

Proﬁ t on property disposal
UK and Ireland one-off pension credits
Interest income on tax repayment net of fees
Restructuring costs
International store review
IAS 39 Fair value movement of embedded derivative
Strategic programme costs
Fair value movement on buy back of the Puttable Callable Reset medium-term notes
Reduction in M&S Bank income for the impact of the ﬁ nancial product mis-selling provision
Total adjustments

Notes

6, 7

15, 22

6, 20

2014
£m
82.2
27.5
3.3
(77.3)
(21.9)
(3.5)
(2.0)
–
(50.8)
(42.5)

2013
£m

–
–
–
(9.3)
–
5.8
(6.6)
(75.3)
(15.5)
(100.9)

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 100

Notes to the ﬁ nancial statements continued

6 Finance income/costs

Bank and other interest receivable
Pension net ﬁ nance income
Underlying ﬁ nance income
Interest income on tax repayment (see note 7)
Finance income

Interest on bank borrowings
Interest payable on syndicated bank facility
Interest payable on medium-term notes
Interest payable on ﬁ nance leases
Unwind of discount on ﬁ nancial instruments
Unwinding of discount on partnership liability to the Marks and Spencer UK Pension Scheme
Underlying ﬁ nance costs
Fair value movement on buy back of the Puttable Callable Reset medium-term notes
Finance costs
Net ﬁ nance costs

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

7 Income tax expense
A. Taxation charge

Current tax
UK corporation tax on proﬁ ts for the year at 23% (last year 24%)
– current year
– adjustments in respect of prior years
UK current tax
Overseas current taxation
– current year
– adjustments in respect of prior years
Total current taxation
Deferred tax
– origination and reversal of temporary differences
– adjustments in respect of prior years
– changes in tax rate
Total deferred tax (see note 23)
Total income tax expense

B. Taxation reconciliation
The effective tax rate was 12.8% (last year 18.7%) and is reconciled below:

Proﬁ t before tax
Notional taxation at the standard UK corporation tax rate of 23% (last year 24%)
Depreciation and other amounts in relation to ﬁ xed assets that do not qualify for tax relief
Other income and expenses that are not taxable or allowable for tax purposes
Retranslation of deferred tax balances due to the change in statutory UK tax rates
Overseas proﬁ ts taxed at rates different to those of the UK
Overseas tax losses where there is no relief anticipated in the foreseeable future
Adjustments to current and deferred tax charges in respect of prior periods
Adjustments to underlying proﬁ t:
– international store review charges where no tax relief is available
– property disposal gain covered by other losses arising in the year
– deferred tax rate change beneﬁ t
Non-underlying adjustment to current and deferred tax charges in respect of prior periods
Total income tax expense

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

2014

£m
8.4
11.7
20.1
4.9
25.0

(3.3)
(5.0)
(110.5)
(2.3)
(0.2)
(17.8)
(139.1)
–
(139.1)
(114.1)

2013
(restated)1
£m
5.3
7.1
12.4
–
12.4

(2.1)
(6.1)
(114.3)
(2.8)
(1.0)
(16.6)
(142.9)
(75.3)
(218.2)
(205.8)

2014

£m

2013
(restated)1
£m

97.1
(55.8)
41.3

14.5
(2.7)
53.1

17.7
26.2
(22.6)
21.3
74.4

2014

£m
580.4
133.5
4.3
(5.4)
(22.5)
(3.7)
8.7
(6.4)

4.9
(13.0)
–
(26.0)
74.4

125.5
(24.6)
100.9

12.8
3.8
117.5

(6.6)
(2.8)
(5.7)
(15.1)
102.4

2013
(restated)1
£m
547.2
131.5
3.0
(8.1)
(5.4)
(4.0)
9.3
(3.2)

–
–
(0.3)
(20.4)
102.4

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 101

7 Income tax expense continued
B. Taxation reconciliation continued
After excluding non-underlying items the underlying effective tax rate was 18.8% (last year 22.7%).

The non-underlying adjustment to the tax charge in respect of prior periods arises from the successful outcome of litigation in
relation to the Group’s claim for UK tax relief of losses of its former European subsidiaries (£18.5m, last year £nil) and release of
provisions following settlement of historic disputes with the tax authorities (£7.5m, last year £20.4m).

On 2 July 2013, the Finance Bill received its ﬁ nal reading in the House of Commons and so the previously announced reduced
rates of corporation tax of 21% from 1 April 2014 to 31 March 2015 and 20% from 1 April 2015 onwards were substantively
enacted. The Group has remeasured its UK deferred tax assets and liabilities at the end of the reporting period at 20%, which
has resulted in the recognition of a deferred tax credit of £22.5m in the income statement (reducing the total effective tax rate by
3.9%), and the recognition of a deferred tax credit of £11.3m in other comprehensive income.

8 Earnings per share
The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares
in issue during the year.

The underlying earnings per share ﬁ gures have also been calculated based on earnings before items that are one-off in nature,
signiﬁ cant and are not considered normal operating costs of the underlying business (see note 5). These have been calculated to
allow the shareholders to gain an understanding of the underlying trading performance of the Group.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive
potential ordinary shares. The Group has only one class of dilutive potential ordinary shares being those share options granted to
employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year.

Details of the underlying earnings per share are set out below:

Proﬁ t attributable to owners of the parent
Add/(less) (net of tax):
Proﬁ t on property disposal
UK and Ireland one-off pension credit
Interest income on tax repayment net of fees
Restructuring costs
International store review
IAS 39 Fair value movement of embedded derivative
Strategic programme costs
Fair value movement of the Puttable Callable Reset medium-term notes
Reduction in M&S Bank income for the impact of the ﬁ nancial product mis-selling provision
Non-underlying adjustment to tax charge in respect of prior periods
Underlying proﬁ t attributable to owners of the parent

Weighted average number of ordinary shares in issue
Potentially dilutive share options under Group’s share option schemes
Weighted average number of diluted ordinary shares

Basic earnings per share
Diluted earnings per share
Underlying basic earnings per share
Underlying diluted earnings per share

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

2014

£m
524.8

(76.3)
(23.3)
(2.5)
62.5
17.3
2.8
1.6
–
39.1
(26.0)
520.0

Million
1,615.0
14.1
1,629.1

Pence
32.5
32.2
32.2
31.9

2013
(restated)1
£m

453.5

–
–
–
7.1
–
(4.7)
5.0
57.3
11.8
(20.4)
509.6

Million

1,599.7
10.6
1,610.3

Pence

28.3
28.2
31.9
31.6

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 102

Notes to the ﬁ nancial statements continued

9 Dividends

Dividends on equity ordinary shares
Paid ﬁ nal dividend
Paid interim dividend

2014
per share

2013
per share

10.8p
6.2p
17.0p

2014
£m

173.6
100.0
273.6

2013
£m

172.3
99.0
271.3

The directors have proposed a ﬁ nal dividend in respect of the year ended 29 March 2014 of 10.8p per share amounting to a
dividend of £176.0m. It will be paid on 11 July 2014 to shareholders on the register of members as at close of business on 30 May
2014, subject to approval of shareholders at the Annual General Meeting, to be held on 8 July 2014. In line with the requirements
of IAS 10 – ‘Events after the reporting period’, this dividend has not been recognised within these results.

A dividend reinvestment plan (DRIP) is available to shareholders who would prefer to invest their dividends in the shares of the
Company. The shares will go ex-dividend on 28 May 2014. For those shareholders electing to receive the DRIP the last date for
receipt of a new election is 20 June 2014.

The Group’s policy to grow dividends in line with underlying earnings per share is explained in the Financial Review on page 32.

10 Employees
A. Aggregate remuneration
The aggregate remuneration and associated costs of Group employees were:

Wages and salaries
Social security costs
Other pension costs
Share-based payments (see note 13)
Employee welfare and other personnel costs
Capitalised stafﬁ ng costs
Total aggregate remuneration

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

Details of key management compensation are given in note 28.

B. Average monthly number of employees

UK stores
– management and supervisory categories
– other
UK head ofﬁ ce
– management and supervisory categories
– other
UK operations
– management and supervisory categories
– other
Overseas
Total average number of employees

2014

Total
£m
1,197.5
85.9
92.4
21.3
49.5
(35.7)
1,410.9

2013
Total
(restated)1
£m
1,136.7
75.8
71.4
25.8
51.0
(36.5)
1,324.2

2014

2013

5,533
67,678

3,176
724

92
660
7,950
85,813

5,511
65,053

2,975
790

58
132
7,215
81,734

If the number of hours worked was converted on the basis of a normal working week, the equivalent average number of full-time
employees would have been 61,176 (last year 57,518).

C. Directors’ emoluments
Emoluments of directors of the Company are summarised below.

Aggregate Emoluments

2014
£000
6,395

2013
£000
8,149

The emoluments include payments to directors who retired from the Board in 2013/14 of £430,000 (last year £482,000).

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 103

11 Retirement beneﬁ ts
The Group provides pension arrangements for the beneﬁ t of its UK employees through the Marks & Spencer UK Pension Scheme
(a deﬁ ned beneﬁ t arrangement which was closed to new entrants with effect from 1 April 2002) and Your M&S Pension Saving
Plan (a deﬁ ned contribution arrangement which has been open to new members with effect from 1 April 2003).

The deﬁ ned contribution plan is a pension plan under which the Group pays contributions to an independently administered fund
– such contributions are based upon a ﬁ xed percentage of employees’ pay. The Group has no legal or constructive obligations to
pay further contributions to the fund once the contributions have been paid. Members’ beneﬁ ts are determined by the amount of
contributions paid by the Group and the member, together with investment returns earned on the contributions arising from the
performance of each individual’s chosen investments and the type of pension the member chooses to buy at retirement. As a
result, actuarial risk (that beneﬁ ts will be lower than expected) and investment risk (that assets invested in will not perform in line
with expectations) fall on the employee.

The deﬁ ned beneﬁ t arrangement operates on a ﬁ nal salary basis and at the year end had some 13,000 active members (last year
13,000), 55,000 deferred members (last year 55,000) and 51,000 pensioners (last year 51,000). At the year end, the deﬁ ned
contribution arrangement had some 38,000 active members (last year 33,000) and some 5,000 deferred members (last year
3,000). The scheme is governed by a Trustee board which is independent of the Group.

The Group also operates a small funded deﬁ ned beneﬁ t pension scheme in the Republic of Ireland. This scheme ceased to
future accrual from 31 October 2013. Retirement beneﬁ ts also include a UK post-retirement healthcare scheme and unfunded
retirement beneﬁ ts.

Within the total Group retirement beneﬁ t cost of £53.5m (last year restated £64.3m), £27.0m (last year restated £40.0m) relates
to the UK deﬁ ned beneﬁ t section, £41.7m (last year £20.3m) to the UK deﬁ ned contribution section and £(15.2)m (last year £4.0m)
to other retirement beneﬁ t schemes.

The most recent actuarial valuation of the UK Deﬁ ned Beneﬁ t Pension Scheme was carried out at 31 March 2012 and showed a
deﬁ cit of £290m. As a result a funding plan of £112m cash contributions was agreed with the Trustees. The Group has contributed
c.£28m to the UK deﬁ ned beneﬁ t scheme on 31 March 2014 and expects to contribute an additional c.£28m each year until
31 March 2017. The difference between the valuation and the funding plan is expected to be met by better than expected
investment returns on the scheme’s assets. Future contributions to meet the cost of accruing beneﬁ ts to the UK scheme are made
at the rate of 23.4% of pensionable salaries up to the next full actuarial valuation.

By funding its deﬁ ned beneﬁ t pension schemes, the Group is exposed to the risk that the cost of meeting its obligations is higher
than anticipated. This could occur for several reasons, for example:

– Investment returns on the schemes’ assets may be lower than anticipated, especially if falls in asset values are not matched by

similar falls in the value of the schemes’ liabilities;

– The level of price inﬂ ation may be higher from that assumed, resulting in higher payments from the schemes;
– Scheme members may live longer than assumed, for example due to unanticipated advances in medical healthcare. Members
may also exercise (or not exercise) options in a way that leads to increases in the schemes’ liabilities, for example through early
retirement or commutation of pension for cash;

– Legislative changes could also lead to an increase in the schemes’ liabilities .

In addition, the Group has an obligation to the UK deﬁ ned beneﬁ t scheme via the interest in the Scottish Limited Partnership (refer
to note 12), through which the Group is exposed to additional risks. In particular, under the legal terms of the Partnership, a default
by the Group on the rental payments to the Partnership or a future change in legislation could trigger earlier or higher payments,
or an increase in the collateral to be provided by the Group.

A. Pensions and other post-retirement liabilities

Total market value of assets
Present value of scheme liabilities
Net funded pension plan asset
Unfunded retirement beneﬁ ts
Post-retirement healthcare
Net retirement beneﬁ t asset

Analysed in the statement of ﬁ nancial position as:
Retirement beneﬁ t asset
Retirement beneﬁ t deﬁ cit

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

2014

£m
6,729.4
(6,528.7)
200.7
(0.7)
(11.0)
189.0

2013
(restated)1
£m

6,930.0
(6,680.9)
249.1
(0.8)
(12.3)
236.0

200.7
(11.7)
189.0

249.1
(13.1)
236.0

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 104

Notes to the ﬁ nancial statements continued

11 Retirement beneﬁ ts continued
B. Financial assumptions
The ﬁ nancial assumptions for the UK scheme and the most recent actuarial valuations of the other post-retirement schemes have
been updated by independent qualiﬁ ed actuaries to take account of the requirements of IAS 19 – ‘Employee Beneﬁ ts’ in order to
assess the liabilities of the schemes and are as follows:

Rate of increase in salaries
Rate of increase in pensions in payment for service
Discount rate
Inﬂ ation rate
Long-term healthcare cost increases

2014
%
1.0
2.2 – 3.3
4.45
3.4
7.4

2013
%
1.0
2.4 – 3.2
4.30
3.4
7.1

The inﬂ ation rate of 3.4% reﬂ ects the Retail Price Index (RPI) rate. Certain beneﬁ ts have been calculated with reference to the
Consumer Price Index (CPI) as the inﬂ ationary measure and in these instances a rate of 2.4% (last year 2.4%) has been used.

The amount of the surplus varies if the main ﬁ nancial assumptions change, particularly the discount rate. If the discount rate
increased/decreased by 0.5% the surplus would increase/decrease by c.£50m. If the inﬂ ation rate increased/decreased by 0.25%,
the surplus would decrease/increase by c.£50m.

C. Demographic assumptions
Apart from post-retirement mortality, the demographic assumptions are in line with those adopted for the last formal actuarial
valuation of the scheme performed as at 31 March 2012. The post-retirement mortality assumptions are based on an analysis
of the pensioner mortality trends under the scheme for the period to March 2012 updated to allow for anticipated longevity
improvements over the subsequent years. The speciﬁ c mortality rates used are based on the VITA lite tables, adjusted to allow
for the experience of scheme pensioners. The life expectancies underlying the valuation are as follows:

Current pensioners (at age 65)

Future pensioners (at age 65)

Deferred pensioners (at age 65)

– males
– females
– males
– females
– males
– females

2014
22.4
24.1
21.8
24.6
22.6
25.4

2013
22.4
24.1
21.8
24.5
22.5
25.4

An increase of one year in the life expectancies would decrease the surplus by c.£230m.

D. Analysis of assets
The investment strategy of the UK deﬁ ned beneﬁ t pension scheme is driven by its liability proﬁ le, in particular its inﬂ ation-linked
pension beneﬁ ts. In addition to its interest in the Scottish Limited Partnership (refer to note 12), the scheme invests in different
types of bonds (including corporate bonds and gilts) and derivative instruments (including inﬂ ation, interest rate, cross-currency
and total return swaps) in order to align movements in the value of its assets with movements in its liabilities arising from changes
in market conditions. Broadly the scheme has hedging that covers 80% of interest rate movements and 84% of inﬂ ation
movements, as measured on the Trustee’s funding assumptions which use a discount rate derived from gilt yields.

The fair value of the plan assets at the end of the reporting period for each category, are as follows:

Debt investments
– Government
– Corporate Bonds
– Asset backed securities and structured debt
Scottish Limited Partnership interest (see note 12)
Equity investments – quoted
Equity investments – unquoted
Property
Derivatives
– Interest and inﬂ ation rate swap contracts
– Foreign exchange contracts and other derivatives
Hedge and reinsurance funds
Cash and cash equivalents
Other

1. Restatement relates to the categorisation of assets due to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

2014

£m

2013
(restated)1
£m

2,319.0
1,255.7
232.0
574.7
998.1
110.1
278.6

51.3
123.3
329.8
444.1
12.7
6,729.4

2,531.0
1,254.0
207.8
645.7
906.7
142.6
208.8

324.3
167.9
324.7
159.9
56.6
6,930.0

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 105

11 Retirement beneﬁ ts continued
D. Analysis of assets continued
The fair values of the above equity and debt investments are determined based on publicly available market prices wherever
available. Unquoted investments, hedge funds and reinsurance funds are stated at fair value estimates provided by the manager
of the investment or fund. Property includes both quoted and unquoted investments. The market value of the Scottish Limited
Partnership interest is based on the expected cash ﬂ ows and benchmark asset-backed credit spreads. It is the policy of the
Scheme to hedge a proportion of interest rate and inﬂ ation risk. The Scheme reduces its foreign currency exposure using forward
foreign exchange contracts.

At year end, the UK scheme indirectly held 199,523 (last year 150,955) ordinary shares in the Company through its investment in
UK Equity Index Funds.

E. Analysis of amounts charged against proﬁ ts
Amounts recognised in comprehensive income in respect of deﬁ ned beneﬁ t plans are as follows:

Current service cost
Administration costs
Past service costs – curtailment charge
Past service cost – plan amendments
UK and Ireland one-off pension credits
Net interest income
Total
Remeasurement on the net deﬁ ned beneﬁ t surplus:
Actual return on scheme assets excluding amounts included in net interest income
Actuarial (loss) – experience
Actuarial (loss) – demographic assumptions
Actuarial gain/(loss) – ﬁ nancial assumptions
Components of deﬁ ned beneﬁ t cost recognised in other comprehensive income
Total

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

F. Scheme assets
Changes in the fair value of the scheme assets are as follows:

Fair value of scheme assets at start of year
Interest income based on discount rate
Actual return on scheme assets excluding amounts included in net interest income²
Employer contributions
Beneﬁ ts paid
Administration costs
Exchange movement
Fair value of scheme assets at end of year

2014

£m
88.7
3.0
1.0
–
(27.5)
(11.7)
53.5

(322.0)
(17.4)
–
254.1
(85.3)
(31.8)

2014

£m
6,930.0
294.0
(322.0)
92.1
(261.2)
(3.0)
(0.5)
6,729.4

2013
(restated)1
£m

68.8
3.0
1.0
(1.4)
–
(7.1)
64.3

625.3
(11.0)
(80.0)
(428.5)
105.8
170.1

2013
(restated)1
£m

6,186.4
282.0
625.3
70.9
(234.0)
(3.0)
2.4
6,930.0

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1)).
2. The actual return on scheme assets was a loss of £28m (last year restated return of £907m). Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 106

Notes to the ﬁ nancial statements continued

11 Retirement beneﬁ ts continued
G. Pensions and other post-retirement liabilities
Changes in the present value of retirement beneﬁ t obligations are as follows:

Present value of obligation at start of year
Current service cost
Curtailment charge
Past service cost
One-off UK and Ireland pension credits (note 5)
Interest cost
Beneﬁ ts paid
Actuarial loss – experience
Actuarial loss – demographic assumptions
Actuarial (gain)/loss – ﬁ nancial assumptions
Exchange movement
Present value of obligation at end of year
Analysed as:
Present value of pension scheme liabilities
Unfunded pension plans
Post-retirement healthcare
Present value of obligation at end of year

2014

£m
6,694.0
88.7
1.0
–
(27.5)
282.3
(261.2)
17.4
–
(254.1)
(0.2)
6,540.4

6,528.7
0.7
11.0
6,540.4

2013
(restated)1
£m

6,063.4
68.8
1.0
(1.4)
–
274.9
(234.0)
11.0
80.0
428.5
1.8
6,694.0

6,680.9
0.8
12.3
6,694.0

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

The average duration of the deﬁ ned beneﬁ t obligation at 29 March 2014 is 18 years (last year 18 years).

12 Marks and Spencer Scottish Limited Partnership
Marks and Spencer plc is a general partner and the Marks & Spencer UK Pension Scheme is a limited partner of the Marks and
Spencer Scottish Limited Partnership (the Partnership). As such, the Partnership is consolidated into the results of the Group.

The Partnership holds £1.6bn (last year £1.6bn) of properties which have been leased back to Marks and Spencer plc at market
rates. The Group retains control over these properties, including the ﬂ exibility to substitute alternative properties. The limited
partnership interest (held by the Marks & Spencer UK Pension Scheme) entitles the Pension Scheme to receive an annual
distribution of £71.9m from the proﬁ ts of the Partnership earned from rental income.

This distribution was previously discretionary at the instance of Marks and Spencer plc. On 21 May 2012 the Group changed the
terms of the Partnership to waive the Group’s limited discretionary right over the annual distributions from the Partnership to the
Pension Trustee. The change was reﬂ ected by the derecognition of the related equity instrument and recognition of a ﬁ nancial
liability from this date. The Partnership liability to the Marks and Spencer UK pension scheme of £568.7m is valued at the net
present value of the future expected distributions from the Partnership.

During the year to 29 March 2014 an interest charge of £17.8m (last year £16.6m) was recognised in the income statement
representing the unwinding of the discount included in this obligation.

Under IAS 19, the Partnership interest of the Pension Scheme in the Marks and Spencer Scottish Limited Partnership is included
within the UK pension scheme assets, valued at £574.7m (last year £645.7m), refer to note 11(D).

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 107

13 Share-based payments
The charge for share-based payments for the year was £21.3m (last year £25.8m). Of the total share-based payments charge,
£9.6m (last year £13.4m) relates to the Save As You Earn Share Option scheme. The remaining charge is spread over the other
schemes. Further details of the option and share schemes that the Group operates are provided in the Remuneration Report
on pages 52 to 77.

A. Save As You Earn Share Option Scheme
Under the terms of the scheme, the Board may offer options to purchase ordinary shares in the Company once in each ﬁ nancial
year to those employees who enter into an HM Revenue & Customs (HMRC) approved Save As You Earn (SAYE) savings contract.
HMRC rules limit the maximum amount saved to £250 per month. The price at which options may be offered is 80% of the
average mid-market price for three consecutive dealing days preceding the offer date. The options may normally be exercised
during the six month period after the completion of the SAYE contract, either three or ﬁ ve years after entering the scheme.

Outstanding at beginning of year
Granted
Exercised
Forfeited
Expired
Outstanding at end of year
Exercisable at end of year

Number of
options
45,273,287
9,992,932
(16,921,571)
(3,058,210)
(862,516)
34,423,922
1,879,073

2014

Weighted
average
exercise price
265.2p
405.0p
237.7p
300.6p
450.2p
311.6p
253.3p

Number of
options
47,245,342
9,977,206
(7,369,406)
(3,575,404)
(1,004,451)
45,273,287
1,700,575

2013

Weighted
average
exercise price
259.3p
312.0p
266.0p
273.3p
418.0p
265.2p
366.9p

For SAYE share options exercised during the period, the weighted average share price at the date of exercise was 448.1p
(last year 370.4p).

The fair values of the options granted during the year have been calculated using the Black-Scholes model assuming the inputs
shown below:

Grant date
Share price at grant date
Exercise price
Option life in years
Risk-free rate
Expected volatility
Expected dividend yield
Fair value of option

2014

3-year plan
Nov 13
506p
405p
3 years
0.8%
24.2%
3.4%
105p

2013

3-year plan
Nov 12
389p
312p
3 years
0.3%
25.2%
4.4%
74p

Volatility has been estimated by taking the historic volatility in the Company’s share price over a three year period.

The resulting fair value is expensed over the service period of three years on the assumption that 10% (last year 10%) of options
will lapse over the service period as employees leave the Group.

Outstanding options granted under the UK Employees SAYE Scheme are as follows:

Options granted

January 2008
January 2009
January 2010
January 2011
January 2012
January 2013
January 2014

Number of options

Weighted average remaining
contractual life (years)

2014
–
1,241,356
497
791,518
14,423,919
8,353,334
9,613,298
34,423,922

2013

617,258
12,912,056
941,711
5,315,855
15,817,394
9,669,013
–
45,273,287

2014
–
0.3
–
0.3
1.3
2.3
3.3
2.0

2013

Option price

0.3
1.3
0.3
1.3
2.3
3.3
–
2.0

517p
203p
292p
319p
258p
312p
405p
312p

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 108

Notes to the ﬁ nancial statements continued

13 Share-based payments continued
B. Performance Share Plan*
The Performance Share Plan is the primary long-term incentive plan for approximately 100 of the most senior managers and was
ﬁ rst approved by shareholders in 2005. Under the plan, annual awards, based on a percentage of salary, may be offered. The
extent to which the awards vest is based on cumulative underlying basic earnings per share, return on capital employed, and
revenue over three years. The value of any dividends earned on the vested shares during the three years will also be paid on
vesting. Further details are set out in the Remuneration Report on pages 66 to 67. Awards under this scheme have been made
in each year since 2005.

During the year, 7,113,690 shares (last year 9,333,652) were awarded under the Plan. The weighted average fair value of the
shares awarded was 440.7p (last year 329.7p). As at 29 March 2014, 21,170,536 shares (last year 21,492,589) were outstanding
under the scheme.

C. Deferred Share Bonus Plan*
The Deferred Share Bonus Plan was introduced in 2005/06 as part of the Annual Bonus Scheme for approximately 450 of the
most senior managers. As part of the scheme, the managers are required to defer a proportion of any bonus paid into shares
which will be held for three years. There are no further performance conditions on these shares, other than continued employment
and the value of any dividends earned during the deferred period will be paid on vesting.

During the year, 1,658,133 shares (last year 1,181,637) have been awarded under the plan in relation to the annual bonus. The fair
value of the shares awarded was 437.0p (last year 325.1p). As at 29 March 2014, 5,024,149 shares (last year 6,576,038) were
outstanding under the scheme.

D. Restricted Share Plan*
The Restricted Share Plan was established in 2000 as part of the reward strategy for retention and recruitment of senior managers
who are vital to the success of the business. The Plan operates for senior managers below executive director level. Awards under
the Plan are made as part of ongoing reviews of reward packages, and for recruitment. The shares are held in trust for a period of
between one and three years, at which point they are released to the employee subject to them still being in employment. The
value of any dividends earned during the restricted period will also be paid at the time of vesting.

During the year, 798,196 shares (last year 1,257,044) have been awarded under the Plan. The weighted average fair value of the
shares awarded was 479.2p (last year 371.0p). As at 29 March 2014, 2,271,826 shares (last year 3,177,564) were outstanding
under the scheme.

E. Republic of Ireland Save As You Earn Scheme
Sharesave, the Company’s Save As You Earn Scheme was introduced in 2009 to all employees in the Republic of Ireland for a
10-year period, after approval by shareholders at the 2009 AGM. The scheme is subject to Irish Revenue rules which limit the
maximum monthly saving to €500 per month. The Company chose in 2009 to set a monthly savings cap of €320 per month to
align the maximum savings amount allowed within the UK scheme. When the savings contract is started, options are granted
to acquire the number of shares that the total savings will buy when the contract matures, at a discounted price set at the start
of the scheme. The price at which the options may be offered is 80% of the average mid-market price for three consecutive days
preceding the offer date. Options cannot normally be exercised until a minimum of three years has elapsed.

During the year, 62,734 options (last year 147,557) were granted, at a fair value of 105.1p (last year 73.8p). As at 29 March 2014,
251,545 options (last year 400,174) were outstanding under the scheme.

F. Marks and Spencer Employee Beneﬁ t Trust
The Marks and Spencer Employee Beneﬁ t Trust (the Trust) holds 2,595,343 shares (last year 8,046,847) with a book value of
£8.6m (last year £26.9m) and a market value of £11.8m (last year £31.4m). These shares were acquired by the Trust in the market
and are shown as a reduction in retained earnings in the consolidated statement of ﬁ nancial position. In addition, the Trust has
entered into a call option to purchase up to 1,600,000 of the Company’s shares expiring June 2014. The Trust used funds
provided by Marks and Spencer plc to meet the Group’s obligations. Awards are granted to employees at the discretion of Marks
and Spencer plc and shares awarded to employees by the Trust in accordance with the wishes of Marks and Spencer plc under
senior executive share schemes. Dividends are waived on all of these plans.

*Nil cost options
For the purposes of calculating the number of shares awarded, the share price used is the average of the mid-market price for the
ﬁ ve consecutive dealing days preceding the grant date.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 109

14 Intangible assets

At 31 March 2012
Cost or valuation
Accumulated amortisation and impairment
Net book value
Year ended 30 March 2013
Opening net book value
Additions
Transfers
Amortisation charge
Closing net book value
At 30 March 2013
Cost or valuation
Accumulated amortisation and impairment
Net book value
Year ended 29 March 2014
Opening net book value
Additions
Transfers
Amortisation charge
Exchange difference
Closing net book value
At 29 March 2014
Cost or valuation
Accumulated amortisation and impairment
Net book value

Goodwill
£m

127.0
(34.4)
92.6

92.6
–
–
–
92.6

127.0
(34.4)
92.6

92.6
3.3
–
–
(0.7)
95.2

129.6
(34.4)
95.2

Computer
software
£m

Computer
software under
development
£m

Brands
£m

112.4
(39.9)
72.5

72.5
–
–
(5.3)
67.2

112.4
(45.2)
67.2

67.2
–
–
(5.3)
–
61.9

535.4
(190.3)
345.1

345.1
50.2
27.8
(71.1)
352.0

613.4
(261.4)
352.0

352.0
128.0
137.4
(84.3)
(0.2)
532.9

112.4
(50.5)
61.9

878.6
(345.7)
532.9

Total
£m

848.9
(264.6)
584.3

584.3
187.1
–
(76.4)
695.0

1,036.0
(341.0)
695.0

695.0
203.9
–
(89.6)
(0.9)
808.4

1,239.0
(430.6)
808.4

74.1
–
74.1

74.1
136.9
(27.8)
–
183.2

183.2
–
183.2

183.2
72.6
(137.4)
–
–
118.4

118.4
–
118.4

Goodwill and indeﬁ nite life intangibles relate to the following business units:

Net book value at 30 March 2013
Additions
Impairment
Exchange difference
Net book value at 29 March 2014

Marks and
Spencer
Czech Republic
a.s.
£m
15.4
–
–
0.1
15.5

per una
£m
69.5
–
–
–
69.5

Supreme
Trademarks
Private
Limited
£m
7.7
–
–
(0.8)
6.9

Marks and
Spencer
(Hungary)
KFT
£m
–
3.3
–
–
3.3

Total goodwill
£m
92.6
3.3
–
(0.7)
95.2

M&S Mode
Indeﬁ nite life
intangible
£m
32.4
–
–
–
32.4

Impairment testing
Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined from value in use
calculations. Goodwill has been allocated for impairment testing purposes to groups of cash-generating units (CGUs) which
include the combined retail and wholesale businesses for each location.

Brands consist of the per una brand cost of £80.0m and the M&S Mode brands of £32.4m. The per una brand is a deﬁ nite life
intangible asset and is amortised on a straight-line basis over a period of 15 years and is only assessed for impairment where
such indicators exist. The M&S Mode brands have been attributed an indeﬁ nite life as they give the Group the future right to
use the ‘M&S’ brand across Europe. This is consistent with the Group’s expansion plans in Europe and existing M&S brand
recognition from its current presence. Similar to goodwill, the M&S Mode brands are assessed for impairment annually based
on their value in use. The M&S Mode brands have been allocated for impairment testing across the European business.

The value in use calculations use cash ﬂ ows based on detailed ﬁ nancial budgets prepared by management covering a three year
period. These budgets have regard to historic performance and knowledge of the current market, together with management’s
views on the future achievable growth and the impact of committed initiatives. The cash ﬂ ows which derive from the budgets
include ongoing capital expenditure required to maintain the store network. Cash ﬂ ows beyond this three year period are
extrapolated using a long-term growth rate.

The key assumptions in the value in use calculations are the long-term growth rate and the risk adjusted pre-tax discount rate. The
long-term growth rate has been determined with reference to forecast GDP growth for the territories in which these businesses
operate. Management believe this is the most appropriate indicator of long-term growth rates that is available. The long-term
growth rate used is purely for the impairment testing of goodwill and brands under IAS 36 – ‘Impairment of Assets’ and does not
reﬂ ect long-term planning assumptions used by the Group for investment proposals or for any other assessments. These growth

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 110

Notes to the ﬁ nancial statements continued

14 Intangible assets continued
Impairment testing continued
rates do not exceed the long-term average growth rate for the Group’s retail businesses. The pre-tax discount rate is based on the
Group’s weighted average cost of capital, taking into account the cost of capital and borrowings, to which speciﬁ c market-related
premium adjustments are made.

The values attributed to the key assumptions are as follows:

per una
Marks and Spencer Czech Republic a.s.
Supreme Trademarks Private Limited
Marks and Spencer (Hungary) KFT

Long-term growth rate

Pre-tax discount rate

2014
%
2.0
2.5
6.0
1.5

2013
%
2.0
1.5
6.0
–

2014
%
11.0
13.1
18.3
17.0

2013
%
10.7
12.2
17.4
–

The M&S Mode brands are tested based on the regions operating in the European business. The discount rates used to calculate
value in use range from 13.1% to 28.9% (last year 12.2% to 20.9%). Cash ﬂ ows beyond the three year period have been
extrapolated at long-term growth rates ranging from 1.0% to 2.5% (last year nil% to 1.5%).

Sensitivity analysis
Whilst management believe the assumptions are realistic it is possible that an impairment would be identiﬁ ed if any of the above
key assumptions were changed signiﬁ cantly. A sensitivity analysis has been performed on each of these key assumptions with
other variables held constant. Management have concluded that there are no reasonably possible changes in any key
assumptions that would cause the carrying amount of goodwill or brands to exceed the value in use.

15 Property, plant and equipment

At 31 March 2012
Cost
Accumulated depreciation and asset write-offs
Net book value
Year ended 30 March 2013
Opening net book value
Additions
Transfers
Disposals
Asset write-offs
Depreciation charge
Exchange difference
Closing net book value
At 30 March 2013
Cost
Accumulated depreciation and asset write-offs
Net book value
Year ended 29 March 2014
Opening net book value
Additions
Transfers
Disposals
Asset write-offs
Depreciation charge
Exchange difference
Closing net book value
At 29 March 2014
Cost
Accumulated depreciation and asset write-offs
Net book value

Land and
buildings
£m

2,759.4
(270.6)
2,488.8

2,488.8
17.3
16.1
(0.4)
(0.6)
(11.7)
2.1
2,511.6

2,817.1
(305.5)
2,511.6

2,511.6
34.6
41.7
(15.2)
(14.3)
(15.0)
(3.7)
2,539.7

2,871.7
(332.0)
2,539.7

Fixtures,
ﬁ ttings and
equipment
£m

5,612.9
(3,641.9)
1,971.0

1,971.0
430.3
189.8
(4.6)
(16.2)
(362.4)
1.8
2,209.7

6,198.1
(3,988.4)
2,209.7

2,209.7
362.7
169.1
(5.3)
(14.9)
(364.7)
(6.6)
2,350.0

6,686.8
(4,336.8)
2,350.0

Assets in the
course of
construction
£m

330.1
–
330.1

330.1
186.6
(205.9)
–
–
–
1.6
312.4

312.4
–
312.4

312.4
155.8
(210.8)
–
(6.0)
–
(1.2)
250.2

256.2
(6.0)
250.2

Total
£m

8,702.4
(3,912.5)
4,789.9

4,789.9
634.2
–
(5.0)
(16.8)
(374.1)
5.5
5,033.7

9,327.6
(4,293.9)
5,033.7

5,033.7
553.1
–
(20.5)
(35.2)
(379.7)
(11.5)
5,139.9

9,814.7
(4,674.8)
5,139.9

The net book value above includes land and buildings of £43.7m (last year £43.9m) and equipment of £4.2m (last year £11.1m)
where the Group is a lessee under a ﬁ nance lease.

Additions to property, plant and equipment during the year amounting to £nil (last year £nil) were ﬁ nanced by new ﬁ nance leases.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 111

16 Other ﬁ nancial assets

Non-current
Unlisted investments
Current
Short-term investments1
Unlisted investments

2014
£m

3.0

12.4
5.3
17.7

2013
£m

3.0

10.7
6.2
16.9

1. Includes £nil (last year £0.3m) and £1.5m (last year £0.3m) of money market deposits held by the Marks and Spencer Scottish Limited Partnership and Marks and Spencer plc

respectively.

Non-current unlisted investments are carried as available-for-sale assets. Other ﬁ nancial assets are measured at fair value with
changes in their value taken to the income statement.

17 Trade and other receivables

Non-current
Other receivables
Prepayments and accrued income

Current
Trade receivables
Less: Provision for impairment of receivables
Trade receivables – net
Other receivables
Prepayments and accrued income

2014
£m

82.8
230.7
313.5

127.5
(0.7)
126.8
53.9
128.8
309.5

2013
£m

30.4
235.0
265.4

113.7
(5.4)
108.3
29.1
107.6
245.0

Trade and other receivables that were past due but not impaired amounted to £6.4m (last year £1.8m) and are mainly sterling
denominated. The directors consider that the carrying amount of trade and other receivables approximates their fair value.

18 Cash and cash equivalents
Cash and cash equivalents are £182.1m (last year £193.1m). The carrying amount of these assets approximates their fair value.

The effective interest rate on short-term bank deposits is 0.41% (last year 0.03%). These deposits have an average maturity of
eight days (last year three days).

19 Trade and other payables

Current
Trade and other payables
Social security and other taxes
Accruals and deferred income

Non-current
Other payables

2014
£m

2013
£m

1,144.0
58.4
490.4
1,692.8

972.7
56.4
474.7
1,503.8

334.0

292.1

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 112

Notes to the ﬁ nancial statements continued

20 Borrowings and other ﬁ nancial liabilities

Current
Bank loans and overdrafts1
5.625% £400m medium-term notes 20144
Finance lease liabilities

Non-current
Bank loans
6.250% US$500m medium-term notes 20173
6.125% £400m medium-term notes 20192
6.125% £300m medium-term notes 20212
4.75% £400m medium-term notes 20252
7.125% US$300m medium-term notes 20373
Finance lease liabilities

Total

2014
£m

445.5
–
3.2
448.7

0.2
306.3
422.3
302.1
392.3
182.9
49.0
1,655.1
2,103.8

2013
£m

151.8
400.2
6.7
558.7

0.3
335.7
436.9
301.6
401.4
200.7
50.7
1,727.3
2,286.0

1. Bank loans and overdrafts include a £5.0m (last year £5.0m) loan from the Hedge End Park Limited joint venture (see note 28).
2. These notes are issued under Marks and Spencer plc’s £3bn European medium-term note programme and all pay interest annually.
3. Interest on these bonds is payable semi-annually.
4. On 24 March 2014 the Group repaid £400.2m of 5.625% medium-term notes.

Finance leases
The minimum lease payments under ﬁ nance leases fall due as shown in the table on the following page. It is the Group’s policy to
lease certain of its properties and equipment under ﬁ nance leases. The average lease term for equipment is ﬁ ve years (last year
ﬁ ve years) and 125 years (last year 125 years) for property. Interest rates are ﬁ xed at the contract rate. All leases are on a ﬁ xed
repayment basis and no arrangements have been entered into for contingent payments. The Group’s obligations under ﬁ nance
leases are secured by the lessors’ charges over the leased assets.

21 Financial instruments
Treasury policy
The Group operates a centralised treasury function to manage the Group’s funding requirements and ﬁ nancial risks in line with the
Board approved treasury policies and procedures, and their delegated authorities.

The Group’s ﬁ nancial instruments, other than derivatives, comprise borrowings, cash and liquid resources and various items, such
as trade receivables and trade payables that arise directly from its operations. The main purpose of these ﬁ nancial instruments is
to ﬁ nance the Group’s operations.

The Group treasury function also enters into derivative transactions, principally interest rate and currency swaps and forward
currency contracts. The purpose of these transactions is to manage the interest rate and currency risks arising from the Group’s
operations and ﬁ nancing.

It remains the Group’s policy not to hold or issue ﬁ nancial instruments for trading purposes, except where ﬁ nancial constraints
necessitate the need to liquidate any outstanding investments. The treasury function is managed as a cost centre and does not
engage in speculative trading.

Financial risk management
The principal ﬁ nancial risks faced by the Group are liquidity/funding, interest rate, foreign currency and counterparty risks.
The policies and strategies for managing these risks are summarised on the following pages:

(a) Liquidity/funding risk
The risk that the Group could be unable to settle or meet its obligations at a reasonable price as they fall due:

– The Group’s funding strategy ensures a mix of funding sources offering ﬂ exibility and cost effectiveness to match the requirements

of the Group.

– Operating subsidiaries are ﬁ nanced by a combination of retained proﬁ ts, bank borrowings, medium-term notes and committed

syndicated bank facilities.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 113

21 Financial instruments continued
Financial risk management continued
(a) Liquidity/funding risk continued
At year end, the Group had a committed syndicated bank revolving credit facility of £1.325bn set to mature on 28 September
2018 and a facility of £150m set to mature on 16 May 2014 (with an option to extend to a facility of £100m maturing on 16 May
2015). These facilities contain only one ﬁ nancial covenant being the ratio of earnings before interest, tax, depreciation,
amortisation and rents payable; to interest plus rents payable. The covenant is measured semi-annually. The Group also has a
number of undrawn uncommitted facilities available to it. At year end, these amounted to £80m (last year £105m), all of which are
due to be reviewed within a year. At the balance sheet date a sterling equivalent of £233.9m (last year £81.0m) was drawn under
the committed facilities and £22.5m (last year £nil) was drawn under the uncommitted facilities.

In addition to the existing borrowings, the Group has a euro medium-term note programme of £3bn, of which £1.1bn (last year
£1.5bn) was in issuance as at the balance sheet date.

The 5.625% £400m medium-term loan note was repaid in March 2014.

The contractual maturity of the Group’s non-derivative ﬁ nancial liabilities (excluding trade and other payables (see note 19) and
derivatives) is as follows:

Bank loans
and
overdrafts
£m

Syndicated
bank
facility
£m

Medium-term
notes
£m

Finance
lease
liabilities
£m

Partnership
liability to
the Marks
& Spencer
UK pension
£m

Total
borrowings
and other
ﬁ nancial
liabilities
£m

Derivative
assets
£m

Derivative
liabilities
£m

Timing of cash ﬂ ows
Within one year
Between one and two years
Between two and ﬁ ve years
More than ﬁ ve years

Effect of discounting and foreign exchange
At 30 March 2013
Timing of cash ﬂ ows
Within one year
Between one and two years
Between two and ﬁ ve years
More than ﬁ ve years

Effect of discounting and foreign exchange
At 29 March 2014

(70.8)
(0.3)
–
–
(71.1)
–
(71.1)

(81.0)
–
–
–
(81.0)
–
(81.0)

(509.6)
(96.6)
(619.5)
(1,854.3)
(3,080.0)
1,003.5
(2,076.5)

(211.6)
(0.2)
–
–
(211.8)
–
(211.8)

(233.9)
–
–
–
(233.9)
–
(233.9)

(93.5)
(93.5)
(562.6)
(1,737.4)
(2,487.0)
881.1
(1,605.9)

(9.3)
(4.3)
(7.3)
(188.6)
(209.5)
152.1
(57.4)

(5.5)
(2.9)
(6.9)
(185.6)
(200.9)
148.7
(52.2)

The present value of ﬁ nance lease liabilities is as follows:

Within one year
Later than one year and not later than ﬁ ve years
Later than ﬁ ve years
Total

Total
£m

35.5
9.7
18.2
17.5
80.9

(71.9)
(71.9)
(215.5)
(359.2)
(718.5)
95.9
(622.6)

(742.6) 1,787.4
201.7
(173.1)
449.3
(842.3)
(2,402.1)
485.6
(4,160.1) 2,924.0
1,251.5
(2,908.6)

(1,751.9)
(192.0)
(431.1)
(468.1)
(2,843.1)

(71.9)
(71.9)
(215.6)
(287.3)
(646.7)
78.0
(568.7)

(616.4) 1,849.9 (1,879.6)
(203.8)
207.4
(168.5)
(785.1)
(414.4)
383.4
(478.9)
425.5
(2,210.3)
(3,780.3) 2,866.2 (2,976.7)
1,107.8
(2,672.5)

(29.7)
3.6
(31.0)
(53.4)
(110.5)

2014
£m
(3.2)
(1.2)
(47.8)
(52.2)

2013
£m
(6.7)
(9.1)
(41.6)
(57.4)

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 114

Notes to the ﬁ nancial statements continued

21 Financial instruments continued
Financial risk management continued
(b) Counterparty risk
Counterparty risk exists where the Group can suffer ﬁ nancial loss through default or non-performance by ﬁ nancial institutions.

Exposures are managed through the Group treasury policy which limits the value that can be placed with each approved
counterparty to minimise the risk of loss. The counterparties are limited to the approved institutions with secure long-term credit
ratings A-/A3 or better, assigned by Moody’s and Standard & Poor’s respectively, unless approved by exception by the CFO.
Limits are reviewed regularly by senior management. The credit risk of these ﬁ nancial instruments is estimated as the fair value of
the assets resulting from the contracts.

The table below analyses the Group’s short-term investments and derivative assets by credit exposure excluding bank balances,
store cash and cash in transit.

Short-term investments1
Derivative assets2
At 30 March 2013

Short-term investments1
Derivative assets2
At 29 March 2014

AAAm
£m
0.3
–
0.3

AAAm
£m
–
–
–

AAA
£m
–
–
–

AA
£m
–
–
–

Credit rating of counterparty3

AA-
£m
9.5
16.9
26.4

AA-
£m
12.0
7.6
19.6

A+
£m
11.6
6.4
18.0

A+
£m
12.0
0.5
12.5

A
£m
13.2
42.4
55.6

A
£m
37.8
11.7
49.5

A-
£m
–
16.1
16.1

A-
£m
–
5.5
5.5

BBB+
£m
–
–
–

BBB+4
£m
–
6.6
6.6

Total
£m
34.6
81.8
116.4

Total
£m
61.8
31.9
93.7

1. Includes cash on deposit and money market funds held by Marks & Spencer Scottish Limited Partnership, Marks & Spencer plc and M.S. General Insurance LP.
2. Excludes the embedded derivative within the lease host contract.
3. Standard & Poor’s equivalent rating shown as reference to the lowest credit rating of the counterparty from either Standard & Poor’s or Moody’s.
4. Exposure to a counterparty approved as an exception to treasury policy.

The Group has very low retail credit risk due to transactions being principally of a high volume, low value and short maturity.

The maximum exposure to credit risk at the balance sheet date was as follows: trade receivables £128m (last year £114m), other
receivables £136m (last year £60m), cash and cash equivalents £182m (last year £193m) and derivatives £54m (last year £108m).

(c) Foreign currency risk
Transactional foreign currency exposures arise from both the export of goods from the UK to overseas subsidiaries, and from the
import of materials and goods directly sourced from overseas suppliers.

Group treasury hedges these exposures principally using forward foreign exchange contracts progressively covering up to 100%
out to 18 months. Where appropriate, hedge cover can be taken out for longer than 18 months, with Board approval. The Group
is primarily exposed to foreign exchange risk in relation to sterling against movements in US dollar and euro.

Forward foreign exchange contracts in relation to the Group’s forecast currency requirements are designated as cash ﬂ ow hedges
with fair value movements recognised directly in comprehensive income. To the extent that these hedges cover actual currency
payables or receivables, then associated fair value movements previously recognised in comprehensive income are recorded in
the income statement in conjunction with the corresponding asset or liability. As at the balance sheet date the gross notional value
in sterling terms of forward foreign exchange sell or buy contracts amounted to £1,600m (last year £1,342m) with a weighted
average maturity date of six months (last year seven months).

Gains and losses in equity on forward foreign exchange contracts as at 29 March 2014 will be released to the income statement
at various dates over the following 16 months (last year 15 months) from the balance sheet date.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 115

21 Financial instruments continued
Financial risk management continued
(c) Foreign currency risk continued
The Group uses a combination of foreign currency debt and derivatives to hedge balance sheet translation exposures. As at the
balance sheet date €162m of currency debt (last year €200m of derivatives) and HK$698m (last year HK$484m) of derivatives was
hedging overseas net assets.

The Group also hedges foreign currency intercompany loans where these exist. Forward foreign exchange contracts in relation to
the hedging of the Group’s foreign currency intercompany loans are designated as held for trading with fair value movements
being recognised in the income statement. The corresponding fair value movement of the intercompany loan balance results in an
overall £nil impact on the income statement. As at the balance sheet date, the gross notional value of intercompany loan hedges
was £417m (last year £307m).

After taking into account the hedging derivatives entered into by the Group, the currency and interest rate exposure of the Group’s
ﬁ nancial liabilities excluding short-term payables and the liability to the Marks & Spencer UK Pension Scheme (which has no
currency or interest rate exposure) is set out below:

Currency
Sterling
Euro
Other

Fixed rate
£m

Floating rate
£m

1,226.5
6.6
–
1,233.1

708.6
139.3
22.8
870.7

2014

Total
£m

1,935.1
145.9
22.8
2,103.8

Fixed rate
£m

Floating rate
£m

1,929.9
3.9
–
1,933.8

318.1
6.7
27.4
352.2

2013

Total
£m

2,248.0
10.6
27.4
2,286.0

The ﬂ oating rate sterling and euro borrowings are linked to interest rates related to LIBOR. These rates are for periods between
one and six months.

As at the balance sheet date and excluding ﬁ nance leases, the ﬁ xed rate sterling borrowings are at an average rate of 5.3% (last
year 5.6%) and the weighted average time for which the rate is ﬁ xed is nine years (last year eight years).

(d) Interest rate risk
The Group is exposed to interest rate risk in relation to sterling, US dollar and euro variable rate ﬁ nancial assets and liabilities.

The Group’s policy is to use derivative contracts where necessary to maintain a mix of ﬁ xed and ﬂ oating rate borrowings to
manage this risk. The structure and maturity of these derivatives correspond to the underlying borrowings and are accounted
for as fair value or cash ﬂ ow hedges as appropriate.

At the balance sheet date, ﬁ xed rate borrowings amounted to £1,233.1m (last year £1,933.8m) representing the public bond issues
and ﬁ nance leases, amounting to 59% (last year 85%) of the Group’s gross borrowings.

The effective interest rates at the balance sheet date were as follows:

Committed and uncommitted borrowings
Medium-term notes
Finance leases

2014
%
1.0
5.3
4.3

2013
%
1.2
5.6
4.3

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 116

Notes to the ﬁ nancial statements continued

21 Financial instruments continued
Derivative ﬁ nancial instruments

Current
Forward foreign exchange contracts

– cash ﬂ ow hedges
– held for trading
– net investment hedges

Non-current
Cross currency swaps
Forward foreign exchange contracts
Interest rate swaps
Embedded derivative (see note 5)

– cash ﬂ ow hedges
– cash ﬂ ow hedges
– fair value hedge

Assets
£m

12.1
1.6
–
13.7

–
0.3
17.9
22.4
40.6

2014

Liabilities
£m

(50.9)
(0.6)
–
(51.5)

(62.3)
(0.9)
(12.2)
–
(75.4)

Assets
£m

34.0
3.6
4.9
42.5

3.2
3.8
32.4
25.9
65.3

2013

Liabilities
£m

(12.8)
(0.9)
–
(13.7)

(12.4)
(0.7)
–
–
(13.1)

The Group holds a number of interest rate swaps to redesignate its sterling ﬁ xed debt to ﬂ oating debt. These are reported as fair
value hedges. The ineffective portion recognised in the proﬁ t or loss that arises from fair value hedges amounts to £0.5m (last year
£nil) as the gain on the hedged item was £33.7m (last year £8.0m loss) and the loss on the hedging instrument was £34.2m (last
year £8.0m gain). The Group also holds a number of cross currency swaps to redesignate its ﬁ xed rate US dollar debt to ﬁ xed rate
sterling debt. These are reported as cash ﬂ ow hedges.

Sensitivity analysis
The table below illustrates the estimated impact on the income statement and equity as a result of market movements in foreign
exchange and interest rates in relation to the Group’s ﬁ nancial instruments. The Directors consider that a 2% +/- (last year 2%)
movement in interest rates and a 20% +/- (last year 20%) weakening in sterling represents a reasonable possible change. However
this analysis is for illustrative purposes only.

The impact in the income statement due to changes in interest rates reﬂ ects the effect on the Group’s ﬂ oating rate debt as at the
balance sheet date. The impact in equity reﬂ ects the fair value movement in relation to the Group’s cross currency swaps.

The impact from foreign exchange movements reﬂ ects the change in the fair value of the Group’s transactional foreign exchange
cash ﬂ ow hedges and the net investment hedges at the balance sheet date. The equity impact shown for foreign exchange
sensitivity relates to derivative and non-derivative ﬁ nancial instruments hedging net investments. This value is expected to be fully
offset by the retranslation of the hedged foreign currency net assets leaving a net equity impact of zero.

The table excludes ﬁ nancial instruments that expose the Group to interest rate and foreign exchange risk where such risk is fully
hedged with another ﬁ nancial instrument. Also excluded are trade receivables and payables as these are either sterling
denominated or the foreign exchange risk is hedged.

At 30 March 2013
Impact on income statement: gain/(loss)
Impact on other comprehensive income: (loss)/gain
At 29 March 2014
Impact on income statement: gain/(loss)
Impact on other comprehensive income: (loss)/gain

2% decrease
in interest
rates
£m

2% increase
in interest
rates
£m

20%
weakening
in sterling
£m

20%
strengthening
in sterling
£m

3.7
(6.9)

4.2
(17.9)

(5.6)
3.5

(16.1)
11.6

–
100.8

–
124.9

–
(67.2)

–
(141.3)

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 117

21 Financial instruments continued
Offsetting of ﬁ nancial assets and liabilities
The following tables set out the ﬁ nancial assets and ﬁ nancial liabilities which are subject to offsetting, enforceable master netting
arrangements and similar agreements. Amounts which are set off against ﬁ nancial assets and liabilities in the Group’s statement
of ﬁ nancial position are set out below. For trade and other receivables and trade and other payables, amounts not offset in the
statement of ﬁ nancial position but which could be offset under certain circumstances are also set out.

At 29 March 2014
Trade and other receivables
Derivative ﬁ nancial assets
Cash and cash equivalents

Trade and other payables
Derivative ﬁ nancial liabilities
Bank loans and overdrafts

At 30 March 2013
Trade and other receivables
Derivative ﬁ nancial assets
Cash and cash equivalents

Trade and other payables
Derivative ﬁ nancial liabilities
Bank loans and overdrafts

Gross
ﬁ nancial
assets/
(liabilities)
£m

Gross
ﬁ nancial
(liabilities)/
assets
set off
£m

Net
ﬁ nancial
assets/
(liabilities)
per statement
of ﬁ nancial
position
£m

Related
amounts
not set
off in the
statement
of ﬁ nancial
position
£m

33.5
31.9
45.2
110.6

(233.2)
(126.9)
(45.1)
(405.2)

Gross
ﬁ nancial
assets/
(liabilities)
£m

12.6
81.8
54.5
148.9

(152.3)
(26.8)
(49.9)
(229.0)

(24.2)
–
(39.0)
(63.2)

24.2
–
39.0
63.2

Gross
ﬁ nancial
(liabilities)/
assets
set off
£m

(5.0)
–
(17.9)
(22.9)

5.0
–
17.9
22.9

9.3
31.9
6.2
47.4

(209.0)
(126.9)
(6.1)
(342.0)

Net
ﬁ nancial
assets/
(liabilities)
per statement
of ﬁ nancial
position
£m

7.6
81.8
36.6
126.0

(147.3)
(26.8)
(32.0)
(206.1)

(9.3)
(31.9)
–
(41.2)

9.3
31.9
–
41.2

Related
amounts
not set
off in the
statement
of ﬁ nancial
position
£m

(7.6)
(26.8)
–
(34.4)

7.6
26.8
–
34.4

Net
£m

–
–
6.2
6.2

(199.7)
(95.0)
(6.1)
(300.8)

Net
£m

–
55.0
36.6
91.6

(139.7)
–
(32.0)
(171.7)

The gross ﬁ nancial assets and liabilities set off in the balance sheet primarily relate to cash pooling arrangements with banks.
Amounts which do not meet the criteria for offsetting on the Statement of Financial Position but could be settled net in certain
circumstances principally relate to derivative transactions under International Swaps and Derivatives Association (ISDA)
agreements where each party has the option to settle amounts on a net basis in the event of default of the other party.

Fair Value Hierachy
The Group uses the following hierarchy for determining and disclosing the fair value of ﬁ nancial instruments by valuation
technique:

– Level 1: quoted (unadjusted) prices in active markets for identical assets and liabilities;
– Level 2: not traded in an active market but the fair values are based on quoted market prices or alternative pricing sources with

reasonable levels of price transparency. The Group’s level 2 ﬁ nancial instruments include OTC derivatives; and

– Level 3: techniques which use inputs which have a signiﬁ cant effect on the recorded fair value that are not based on observable
market data. Unlisted equity investments are included in Level 3. The fair value of embedded derivatives is determined using
the present value of the estimated future cash ﬂ ows based on ﬁ nancial forecasts. The nature of the valuation techniques
and the judgement around the inputs mean that a change in assumptions could result in signiﬁ cant change in the fair value
of the instrument.

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 118

Notes to the ﬁ nancial statements continued

21 Financial instruments continued
Fair value hierarchy continued
At the end of the reporting period, the Group held the following ﬁ nancial instruments at fair value:

Assets measured at fair value
Financial assets at fair value through proﬁ t and loss
– Trading derivatives
Derivatives used for hedging
Embedded derivatives (see note 5)
Available-for-sale ﬁ nancial assets
– Equity securities
Short-term investments

Liabilities measured at fair value
Financial liabilities at fair value through proﬁ t and loss
– Trading derivatives
Derivatives used for hedging

–
–
–

–
–

Level 1
£m

Level 2
£m

Level 3
£m

Level 1
£m

Level 2
£m

Level 3
£m

2014

Total
£m

1.6
30.3
22.4

3.0
12.4

1.6
30.3
–

–
12.4

–
–
22.4

3.0
–

2013

Total
£m

3.6
78.3
25.9

3.0
10.7

3.6
78.3

–
10.7

–
–
25.9

3.0
–

–
–
–

–
–

(0.6)
(126.3)

–
–

(0.6)
(126.3)

(0.9)
(25.9)

–
–

(0.9)
(25.9)

There were no transfers between Level 1 and Level 2 fair value measurements, and no transfers out of Level 3 fair value
measurements in the current reporting period.

The following table represents the changes in Level 3 instruments:

Opening balance
Gains and losses recognised in the income statement
Closing balance

2014
£m

£m
28.9
(3.5)
25.4

2013
£m

£m
23.1
5.8
28.9

The gains recognised in the income statement relate to the valuation of the embedded derivative in a lease contract. The fair value
movement of the embedded derivative of £3.5m (last year £5.8m) is treated as adjustment to reported proﬁ t (see note 5).

Fair value of ﬁ nancial instruments
With the exception of the Group’s ﬁ xed rate bond debt and the Partnership liability to the Marks & Spencer UK Pension scheme,
there were no material differences between the carrying value of non-derivative ﬁ nancial assets and ﬁ nancial liabilities and their fair
values as at the balance sheet date.

The carrying value of the Group’s ﬁ xed rate bond debt was £1,605.9m (last year £2,076.5m); the fair value of this debt was
£1,780.3m (last year £2,196.6m) which has been calculated using quoted market prices. The carrying value of the Partnership
liability to the Marks & Spencer UK Pension scheme is £568.7m (last year £622.6m) and the fair value of this liability is £555.8m
(last year £606.0m).

Capital policy
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide
optimal returns for shareholders and to maintain an efﬁ cient capital structure to reduce the cost of capital.

In doing so the Group’s strategy is to maintain a capital structure commensurate with an investment grade credit rating and to
retain appropriate levels of liquidity headroom to ensure ﬁ nancial stability and ﬂ exibility. To achieve this strategy the Group regularly
monitors key credit metrics such as the gearing ratio, cash ﬂ ow to net debt (see note 27) and ﬁ xed charge cover to maintain this
position. In addition, the Group ensures a combination of appropriate committed short-term liquidity headroom with a diverse and
balanced long-term debt maturity proﬁ le. As at the balance sheet date the Group’s average debt maturity proﬁ le was nine years
(last year eight years). During the year the Group maintained an investment grade credit rating of Baa3 (stable) with Moody’s and
BBB- (stable) with Standard & Poor’s.

In order to maintain or realign the capital structure, the Group may adjust the number of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 119

22 Provisions

At start of year
Provided in the year
Released in the year
Utilised during the year
Exchange differences
At end of year
Analysis of total provisions:
Current
Non-current
Total provisions

2014
£m
35.2
71.8
(4.3)
(25.6)
(0.9)
76.2

44.8
31.4
76.2

2013
£m
32.4
13.9
(1.3)
(9.8)
–
35.2

19.2
16.0
35.2

The provisions primarily comprise of one-off costs related to the strategic restructure in the UK in 2008/09 (including onerous
leases), costs in relation to the current restructure of the logistics distribution network, costs relating to the restructure in Ireland
(including the closure of four stores, redundancy and other employee related costs) and onerous leases within China and
Czech Group.

The current element of the provision primarily relates to onerous leases and redundancies. The non-current element of the
provision relates to store closures, primarily onerous leases, and is expected to be utilised over a period of 10 years.

23 Deferred tax
Deferred tax is provided under the balance sheet liability method using a tax rate of 20% (last year 23%) for UK differences and
local tax rates for overseas differences. Details of the changes to the UK corporation tax rate and the impact on the Group are
described in note 7.

The movements in deferred tax assets and liabilities (after offsetting balances within the same jurisdiction as permitted by
IAS 12 – ‘Income Taxes’) during the year are shown below.

Deferred tax assets/(liabilities)

At 1 April 2012
Credited/(charged) to the income statement
Credited/(charged) to equity/other
comprehensive income
At 30 March 2013
At 31 March 2013
Credited/(charged) to the income statement
Credited/(charged) to equity/other
comprehensive income
At 29 March 2014

Fixed assets
temporary
differences
£m
(58.2)
5.7

Capital
allowances
in excess of
depreciation
£m
(100.6)
10.0

Pension
temporary
differences
(restated)1
£m

(38.9)
(2.6)

Other
short-term
temporary
differences
£m
6.5
0.7

Total
UK
deferred tax
(restated)1
£m

(191.2)
13.8

–
(52.5)
(52.5)
3.2

–
(49.3)

–
(90.6)
(90.6)
(9.3)

–
(99.9)

(55.1)
(96.6)
(96.6)
(0.8)

0.1
(97.3)

(0.7)
6.5
6.5
(12.5)

20.9
14.9

(55.8)
(233.2)
(233.2)
(19.4)

21.0
(231.6)

Overseas
deferred
tax
£m
(14.9)
1.3

6.2
(7.4)
(7.4)
(1.9)

(1.7)
(11.0)

Total
(restated)1
£m

(206.1)
15.1

(49.6)
(240.6)
(240.6)
(21.3)

19.3
(242.6)

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

Other short-term temporary differences relate mainly to employee share options and ﬁ nancial instruments.

The deferred tax liability on land and buildings temporary differences is reduced by the beneﬁ t of capital losses with a tax value of
£46.5m (last year £62.0m). Due to uncertainty over their future use, no beneﬁ t has been recognised in respect of unexpired
trading losses carried forward in overseas jurisdictions with a tax value of £38.7m (last year £30.8m).

No deferred tax has been recognised in respect of undistributed earnings of overseas subsidiaries and joint ventures, as no
material liability is expected to arise on distribution of these earnings under applicable tax legislation.

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 120

Notes to the ﬁ nancial statements continued

24 Ordinary share capital

Issued and fully paid ordinary shares of 25p each
At start of year
Shares issued on exercise of share options
At end of year

1,613,888,192
18,359,782
1,632,247,974

2014
£m

403.5
4.6
408.1

1,605,507,102
8,381,090
1,613,888,192

2013
£m

401.4
2.1
403.5

Issue of new shares
18,359,782 (last year 8,381,090) ordinary shares having a nominal value of £4.6m (last year £2.1m) were allotted during the year
under the terms of the Company’s schemes which are described in note 13. The aggregate consideration received was £45.0m
(last year £22.9m).

25 Contingencies and commitments
A. Capital commitments

Commitments in respect of properties in the course of construction

2014
£m
86.1

2013
£m
9.5

In respect of its interest in a joint venture, the Group is committed to incur capital expenditure of £nil (last year £nil).

B. Other material contracts
In the event of a material change in the trading arrangements with certain warehouse operators, the Group has a commitment to
purchase property, plant and equipment, at values ranging from historical net book value to market value, which are currently
owned and operated by the warehouse operators on the Group’s behalf.

See note 12 for details on the partnership arrangement with the Marks & Spencer UK Pension Scheme.

C. Commitments under operating leases
The Group leases various stores, ofﬁ ces, warehouses and equipment under non-cancellable operating lease agreements.
The leases have varying terms, escalation clauses and renewal rights.

Total future minimum rentals payable under non-cancellable operating leases are as follows:
Within one year
Later than one year and not later than ﬁ ve years
Later than ﬁ ve years and not later than ten years
Later than ten years and not later than 15 years
Later than 15 years and not later than 20 years
Later than 20 years and not later than 25 years
Later than 25 years
Total

The total future sublease payments to be received are £44.9m (last year £50.6m).

2014
£m

2013
£m

296.9
1,034.1
1,020.1
672.0
358.3
236.3
1,064.1
4,681.8

276.9
1,064.5
1,053.7
695.1
366.8
247.0
1,143.0
4,847.0

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 121

26 Analysis of cash ﬂ ows given in the statement of cash ﬂ ows
Cash ﬂ ows from operating activities

Proﬁ t on ordinary activities after taxation
Income tax expense
Finance costs
Finance income
Operating proﬁ t
Increase in inventories
(Increase)/decrease in receivables
Increase in payables
Non-underlying operating cash outﬂ ows
Depreciation, amortisation and write-offs
Share-based payments
Pensions costs charged against operating proﬁ t
Cash contributions to pension schemes
Non-underlying operating proﬁ t items
Cash generated from operations

2014

£m
506.0
74.4
139.1
(25.0)
694.5
(86.4)
(45.8)
107.7
(68.2)
504.7
21.3
92.4
(92.1)
47.4
1,175.5

2013
(restated)1
£m

444.8
102.4
218.2
(12.4)
753.0
(91.2)
9.5
77.0
(21.4)
467.4
25.8
71.4
(70.9)
25.6
1,246.2

1. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).

Non-underlying operating cash ﬂ ows relate to the utilisation of the provisions for restructuring of the logistics network and
in Ireland, strategic programme costs and the reduction in M&S Bank income for the impact of the ﬁ nancial product
mis-selling provision.

27 Analysis of net debt
A. Reconciliation of movement in net debt

Net cash
Bank loans, overdrafts and syndicated bank facility (see note 20)
Less: amounts treated as ﬁ nancing (see below)

Cash and cash equivalents (see note 18)
Net cash per statement of cash ﬂ ows
Current ﬁ nancial assets (see note 16)
Debt ﬁ nancing
Bank loans and overdrafts treated as ﬁ nancing (see above)
Medium-term notes (see note 20)
Finance lease liabilities (see note 20)
Partnership liability to the Marks & Spencer UK Pension Scheme (see note 12)
Debt ﬁ nancing
Net debt

At
31 March
2013

£m

(152.1)
119.7
(32.4)
193.1
160.7
16.9

(119.7)
(2,008.8)
(57.4)
(606.0)
(2,791.9)
(2,614.3)

Exchange and
other
non-cash
movements
£m

2.1
(2.1)
–
(1.6)
(1.6)
(1.0)

2.1
(1.0)
(2.1)
–
(1.0)
(3.6)

Cash ﬂ ow
£m

(295.7)
321.7
26.0
(9.4)
16.6
1.8

(321.7)
400.0
7.3
50.3
135.9
154.3

At
29 March
2014

£m

(445.7)
439.3
(6.4)
182.1
175.7
17.7

(439.3)
(1,609.8)
(52.2)
(555.7)
(2,657.0)
(2,463.6)

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 122

Notes to the ﬁ nancial statements continued

27 Analysis of net debt continued
B. Reconciliation of net debt to statement of ﬁ nancial position

Statement of ﬁ nancial position and related notes
Cash and cash equivalents (see note 18)
Current ﬁ nancial assets (see note 16)
Bank loans and overdrafts (see note 20)
Medium-term notes – net of hedging derivatives
Finance lease liabilities (see note 20)
Partnership liability to the Marks & Spencer UK Pension Scheme (see note 12 and 21)

Interest payable included within related borrowing and the partnership liability to the
Marks & Spencer UK pension scheme
Total net debt

2014
£m

2013
£m

182.1
17.7
(445.7)
(1,649.0)
(52.2)
(568.7)
(2,515.8)

52.2
(2,463.6)

193.1
16.9
(152.1)
(2,040.2)
(57.4)
(622.6)
(2,662.3)

48.0
(2,614.3)

28 Related party transactions
A. Subsidiaries
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are
not disclosed in this note. Transactions between the Company and its subsidiaries are disclosed in the Company’s separate
ﬁ nancial statements.

On 28 March 2014 the Group acquired the remaining 49% shareholding of Marks and Spencer Czech Republic a.s. for £6.0m
taking its share in the Czech Group (Czech Republic, Estonia, Latvia, Lithuania, Slovakia and Poland) to 100%. This transaction
has been accounted for through equity as the Group already controlled these entities and consolidated them as subsidiaries.

B. Hedge End joint venture
A loan of £5.0m was received from the joint venture on 9 October 2002. It is repayable on ﬁ ve business days’ notice and was
renewed on 1 January 2014. Interest was charged on the loan at 2.0% until 31 December 2009 and 0.5% thereafter.

C. Lima (Bradford) joint venture
A loan facility was provided to the joint venture on 11 August 2008. At 29 March 2014, £24.0m (last year £21.7m) was drawn
down on this facility. Interest was charged on the loan at 1.1% above 3-month LIBOR. The Group has entered into a rental
agreement with the joint venture and £4.6m (last year £4.6m) of rental charges were incurred. There was no outstanding
balance at March 2014.

D. Marks & Spencer Pension Scheme
Details of other transactions and balances held with the Marks & Spencer UK Pension Scheme are set out in notes 11 and 12.

E. Key management compensation

Salaries and short-term beneﬁ ts
Share-based payments
Total

2014
£m
7.3
3.2
10.5

2013
£m
9.2
2.6
11.8

Key management comprises Board directors only. Further information about the remuneration of individual directors is provided in
the Remuneration report. During the year, key management have purchased goods at the Group’s usual prices less a 20%
discount. This discount is available to all staff employed directly by the Group in the UK.

F. Other related party transactions
Supplier transactions occurred during the year between the Group and a company controlled by Martha Lane Fox’s partner.
Martha is a non-executive director of the Group. These transactions amounted to £1.8m during the year (last year £2.4m) with an
outstanding trade payable of £0.4m at 29 March 2014 (last year £0.2m).

Supplier transactions occurred last year between the Group and a company controlled by a close family member of Kate Bostock,
a former executive director of the Group. These transactions amounted to £6.5m from 1 April 2012 to 1 October 2012, the date of
Kate Bostock’s resignation. The company was a supplier prior to Kate’s employment by the Group.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 123

Company statement of ﬁ nancial position

Assets
Non-current assets
Investments in subsidiary undertakings
Total assets
Liabilities
Current liabilities
Amounts owed to subsidiary undertakings
Total liabilities
Net assets
Equity
Ordinary share capital
Share premium account
Capital redemption reserve
Merger reserve
Retained earnings
Total equity

As at
29 March 2014
£m

As at
30 March 2013
£m

Notes

9,217.4
9,217.4

9,207.8
9,207.8

2,471.8
2,471.8
6,745.6

408.1
355.5
2,202.6
1,397.3
2,382.1
6,745.6

2,516.8
2,516.8
6,691.0

403.5
315.1
2,202.6
1,397.3
2,372.5
6,691.0

The ﬁ nancial statements were approved by the Board and authorised for issue on 22 May 2014. The ﬁ nancial statements also
comprise the notes on pages 124 and 125.

Marc Bolland Chief Executive Ofﬁ cer

Alan Stewart Chief Finance Ofﬁ cer

Company statement of changes in shareholders’ equity

At 1 April 2012
Proﬁ t for the year
Dividends
Capital contribution for share-based payments
Shares issued on exercise of employee share options
At 30 March 2013
At 31 March 2013
Proﬁ t for the year
Dividends
Capital contribution for share-based payments
Shares issued on exercise of employee share options
At 29 March 2014

Ordinary
share
capital
£m
401.4
–
–
–
2.1
403.5
403.5
–
–
–
4.6
408.1

Share
premium
account
£m
294.3
–
–
–
20.8
315.1
315.1
–
–
–
40.4
355.5

Capital
redemption
reserve
£m
2,202.6
–
–
–
–
2,202.6
2,202.6
–
–
–
–
2,202.6

Merger
reserve
£m
1,397.3
–
–
–
–
1,397.3
1,397.3
–
–
–
–
1,397.3

Retained
earnings
£m
2,357.3
273.3
(271.3)
13.2
–
2,372.5
2,372.5
273.6
(273.6)
9.6
–
2,382.1

Total
£m
6,652.9
273.3
(271.3)
13.2
22.9
6,691.0
6,691.0
273.6
(273.6)
9.6
45.0
6,745.6

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 124

Company statement of cash ﬂ ows

Cash ﬂ ows from investing activities
Dividends received
Net cash generated from investing activities
Cash ﬂ ows from ﬁ nancing activities
Shares issued on exercise of employee share options
Repayment of intercompany loan
Equity dividends paid
Net cash used in ﬁ nancing activities
Net cash inﬂ ow from activities
Cash and cash equivalents at beginning and end of year

52 weeks ended
29 March
2014
£m

52 weeks ended
30 March
2013
£m

273.6
273.6

45.0
(45.0)
(273.6)
(273.6)
–
–

273.3
273.3

22.9
(24.9)
(271.3)
(273.3)
–
–

Company notes to the ﬁ nancial statements
C1 Accounting policies
The Company’s accounting policies are the same as those set out in note 1 of the Group ﬁ nancial statements, except
as noted below.

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment. The Company grants share-
based payments to the employees of subsidiary companies. Each period the fair value of the employee services received by the
subsidiary as a capital contribution from the Company is reﬂ ected as an addition to investments in subsidiaries.

Loans from other Group undertakings and all other payables are initially recorded at fair value, which is generally the proceeds
received. They are then subsequently carried at amortised cost. The loans are non-interest bearing and repayable on demand.

The Company’s ﬁ nancial risk is managed as part of the Group’s strategy and policies as discussed in note 21 of the Group
ﬁ nancial statements.

In accordance with the exemption allowed by Section 408(3) of the Companies Act 2006, the Company has not presented its own
income statement or statement of comprehensive income.

C2 Employees
The Company had no employees during the current or prior year. Directors received emoluments in respect of their services to the
Company during the year of £986,000 (last year £968,000). The Company did not operate any pension schemes during the
current or preceding year.

C3 Auditors’ remuneration
Auditors’ remuneration in respect of the Company’s annual audit has been borne by its subsidiary Marks and Spencer plc and
has been disclosed on a consolidated basis in the Company’s consolidated ﬁ nancial statements as required by Section 494(4)(a)
of the Companies Act 2006.

C4 Dividends

Dividends on equity ordinary shares
Paid ﬁ nal dividend
Paid interim dividend

2014
per share

2013
per share

10.8p
6.2p
17.0p

2014
£m

173.6
100.0
273.6

2013
£m

172.3
99.0
271.3

In addition, the directors have proposed a ﬁ nal dividend in respect of the year ended 29 March 2014 of 10.8p per share amounting
to a dividend of £176.0m. It will be paid on 11 July 2014 to shareholders who are on the Register of Members on 30 May 2014.
In line with the requirements of IAS 10 – ‘Events after the Reporting Period’, this dividend has not been recognised within
these results.

Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 125

C5 Investments
A. Investments in subsidiary undertakings

Beginning of year
Additional investment in subsidiary undertakings relating to share-based payments
End of year

2014
£m
9,207.8
9.6
9,217.4

2013
£m
9,194.6
13.2
9,207.8

Shares in subsidiary undertakings represent the Company’s investment in Marks and Spencer plc. The directors believe that the
carrying value of the investments is supported by their underlying net assets.

B. Principal subsidiary undertakings
The Company’s principal subsidiary undertakings are set out below. A schedule of interests in all undertakings is ﬁ led with the
Annual Return.

Marks and Spencer plc
Marks and Spencer International Holdings Limited
Marks and Spencer (Nederland) BV
Marks and Spencer Marinopoulos BV
Marks and Spencer Czech Republic a.s.
Marks and Spencer (Ireland) Limited
Marks and Spencer (Asia Paciﬁ c) Limited
Marks and Spencer Simply Foods Limited
Marks and Spencer Marinopoulos Greece SA
M.S. General Insurance L.P.
per una Group Limited
Marks and Spencer Scottish Limited Partnership

1. Marks and Spencer plc is the general partner.

Principal activity
Retailing
Holding company
Holding company
Holding company
Retailing
Retailing
Retailing
Retailing
Retailing
Financial Services
Procurement
Property Investment

Country of incorporation
and operation
Great Britain
Great Britain
The Netherlands
The Netherlands
Czech Republic
Republic of Ireland
Hong Kong
Great Britain
Greece
Guernsey
Great Britain
Great Britain

Proportion of voting rights
and shares held by:

Company
100%
–
–
–
–
–
–
–
–
–
–
–

A subsidiary
–
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
–1

The Company has taken advantage of the exemption under section 410 of the Companies Act 2006 by providing information only
in relation to subsidiary undertakings whose results or ﬁ nancial position, in the opinion of the directors, principally affected the
ﬁ nancial statements.

C6 Related party transactions
During the year, the Company has received dividends from Marks and Spencer plc of £273.6m (last year £273.3m) and decreased
its loan from Marks and Spencer plc by £45.0m (last year £24.9m). The outstanding balance was £2,471.8m (last year £2,516.8m)
and is non-interest bearing. There were no other related party transactions.

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Financial statements

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 126

Group ﬁ nancial record

Income statement
Revenue1
UK
International

Operating proﬁ t1
UK
International
Total operating proﬁ t

Net interest payable
Pension ﬁ nance income
Proﬁ t on ordinary activities before taxation – continuing operations

Analysed between:
Underlying proﬁ t before tax
Adjustments to reported proﬁ t
Income tax expense
Proﬁ t after taxation

Basic earnings per share1

Underlying basic earnings per share1
Dividend per share declared in
respect of the year

Dividend cover

Retail ﬁ xed charge cover
Statement of ﬁ nancial position
Net assets (£m)
Net debt2 (£m)
Capital expenditure (£m)
Stores and space
UK stores
UK selling space (m sq ft)
International stores
International selling space (m sq ft)
Stafﬁ ng (full-time equivalent)
UK
International

Basic earnings/Weighted average
ordinary shares in issue
Underlying basic earnings/
Weighted average ordinary shares
in issue

Underlying earnings per share/
Dividend per share
Operating proﬁ t before
depreciation and operating lease
charges/Fixed charges

2014
52 weeks

£m

2013
52 weeks
(restated)3
£m

2012
52 weeks4

2011
52 weeks4

2010
53 weeks4

£m

9,155.7
1,154.0
10,309.7

8,951.4
1,075.4
10,026.8

8,868.2
1,066.1
9,934.3

8,733.0
1,007.3
9,740.3

8,567.9
968.7
9,536.6

600.3
94.2
694.5

(125.8)
11.7
580.4

622.9
(42.5)
(74.4)
506.0

632.8
120.2
753.0

(212.9)
7.1
547.2

648.1
(100.9)
(102.4)
444.8

658.0
88.5
746.5

(114.1)
25.6
658.0

705.9
(47.9)
(168.4)
489.6

679.0
157.9
836.9

(93.9)
37.6
780.6

714.3
66.3
(182.0)
598.6

701.1
150.9
852.0

(160.1)
10.8
702.7

694.6
8.1
(179.7)
523.0

2014
52 weeks

2013
52 weeks
(restated)3

2012
52 weeks4

2011
52 weeks4

2010
53 weeks4

32.5p

28.3p

32.5p

38.8p

33.5p

32.2p

31.9p

34.9p

34.8p

33.0p

17.0p

15.0p

1.9x

2.1x

2.0x

2.2x

3.4x

3.5x

3.9x

4.0x

2,706.7
2,463.6
710.0

2,519.5
2,614.3
821.3

2,778.8
1,857.1
737.5

2,677.4
1,900.9
491.5

2,185.9
2,068.4
397.1

798
16.6
455
5.8

766
16.4
418
5.4

731
16
387
4.7

703
15.6
361
4.2

690
15.4
320
3.6

54,678
6,498

51,835
5,683

51,938
5,116

49,922
4,753

48,722
4,272

1. Based on continuing operations.
2. Excludes accrued interest.
3. Restatement relates to the adoption of the revised IAS 19 ‘Employee Beneﬁ ts’ (see note 1).
4. For the years ended pre-2011/12, no restatement for the revised IAS 19 ‘Employee Beneﬁ ts’ have been made.

Other information

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 127

Shareholder information

Analysis of share register
Ordinary shares
As at 29 March 2014 the Company had 188,165 registered holders of ordinary shares. Their shareholdings are analysed below.
It should be noted that many of our private investors hold their shares through nominee companies, therefore the percentage
of private holders is much higher (we estimate approximately 30%) than that indicated.

Range of shareholding

1 – 500
501 – 1,000
1,001 – 2,000
2,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – 1,000,000
1,000,001 – HIGHEST
Total

Category of shareholder

Private
Institutional and Corporate
Total

2014/15 ﬁ nancial calendar and key dates
28 May 2014
30 May 2014
8 July 2014*
8 July 2014
11 July 2014
5 November 2014*
13 November 2014*
14 November 2014*
January 2015*
9 January 2015*

Number of
shareholders

Percentage
of total
shareholders

Number of
ordinary shares

Percentage
of issued
share capital

96,552
36,794
28,260
18,800
4,885
2,276
425
173
188,165

18,598,083
51.31%
27,521,684
19.55%
40,638,578
15.02%
57,777,083
9.99%
33,760,540
2.60%
51,454,296
1.21%
0.23%
148,959,099
0.09% 1,253,538,611
100% 1,632,247,974

1.14%
1.69%
2.49%
3.54%
2.07%
3.15%
9.12%
76.80%
100%

Number of
shareholders

% of total
shareholders

Number of
ordinary shares

% of issued
share capital

180,473
7,692
188,165

95.91%

269,424,555
4.09% 1,362,823,419
100% 1,632,247,974

16.51%
83.49%
100%

Ex-dividend date – Final dividend
Record date to be eligible for the ﬁ nal dividend
Results – Quarter 1 Interim Management Statement†
Annual General Meeting (11am)
Final dividend payment date for the year to 29 March 2014
Results – Half Year†
Ex-dividend date – Interim dividend
Record date to be eligible for the interim dividend
Results – Quarter 3 Interim Management Statement†
Interim dividend payment date

† Those who have registered for electronic communication or news alerts at marksandspencer.com/thecompany will receive notiﬁ cation by email when this is available.
* provisional dates.

Managing your shares online
Shareholders can manage their holdings online by registering
with Shareview, the internet based platform provided by
Equiniti. Registration is a straightforward process and allows
shareholders to:
– sign up for electronic shareholder communication;
– receive trading updates by email;
– view all of their shareholdings in one place;
– update their records following a change of address;
– have dividends paid into their bank account; and
– vote in advance of company general meetings.

M&S encourages shareholders to sign up for electronic
communication as the reduction in printing costs and paper
usage makes a valuable contribution to our Plan A commitments
It is also beneﬁ cial to shareholders, who can be notiﬁ ed by email
whenever we release trading updates to the London Stock
Exchange, which are not mailed to shareholders.

To ﬁ nd out more information about the services offered by
Shareview and to register, please visit shareview.co.uk.

Annual General Meeting 2014
This year’s AGM will be held at Wembley Stadium, Wembley,
London HA9 0WS on Tuesday 8 July 2014. The meeting will
start at 11am and registration will be available from 9.30am.

Dividends
Paid in January and July each year. We encourage
shareholders to have their dividends paid directly into their
bank account to ensure efﬁ cient payment and that cleared
funds are received on the payment date. Shareholders who
receive their dividend payments in this way receive a single,
consolidated tax voucher annually in January, covering both
dividend payments made during the tax year. We are able to
send separate tax vouchers if preferred.

Shareholders can change their preferred dividend payment
method online at shareview.co.uk or by contacting Equiniti.

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Other information

Marks and Spencer Group plc

Annual report and ﬁ nancial statements 2014 128

Duplicate documents
Around 10,000 shareholders still receive duplicate
documentation and split dividend payments due to having
more than one account on the share register. If you think you
fall into this group and would like to combine your accounts,
please contact Equiniti.

Shareholder queries
The Company’s share register is maintained by our Registrar,
Equiniti. Shareholders with queries relating to their shareholding
should contact Equiniti directly using one of the methods listed
below. For more general queries, shareholders should consult
the ‘Investors’ section of our corporate website.

Changes of address
To avoid missing important correspondence relating to your
shareholding, it is extremely important that you inform Equiniti
of your new address as soon as possible. If you hold 1,500
shares or fewer and reside in the UK, this can be done quickly
over the telephone. Holdings of more than 1,500 shares will
require an instruction in writing, quoting your full name, 11 digit
shareholder reference number (if known) and both your
previous and new addresses

Corporate website
The M&S corporate website provides a wealth of useful
information for shareholders and should be your ﬁ rst port of call
for general queries relating to the Company and your shares.

Shareholders are also encouraged to sign up to receive news
alerts by email. These include all of the ﬁ nancial news releases
from throughout the year that are not sent to shareholders by
post. You can access the corporate website at
marksandspencer.com/thecompany.

Useful contacts
M&S Registered Ofﬁ ce
Waterside House, 35 North Wharf Road,
London W2 1NW
Telephone +44 (0)20 7935 4422
Registered in England and Wales (no. 4256886)

Registrar
Equiniti Limited,
Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA
United Kingdom
Telephone 0845 609 0810
and outside the UK +44 (0) 121 415 7071
Online: help.shareview.co.uk (from here, you will be able to
securely email Equiniti with your enquiry).

Group Secretary and Head of Corporate Governance
Amanda Mellor

The directors are responsible for the maintenance and integrity of
the ﬁ nancial information on our website. This information has been
prepared under the relevant accounting standards and legislation.

Additional documents
An interactive version of our Annual Report is available online at
marksandspencer.com/annualreport2014.

Investor Relations iPad App
The M&S Investor Relations App provides investors with the
latest press releases, regulatory news, and much of the
information available on our corporate website in a user friendly
app optimised for use via iPad. The app also offers online
access to the Company’s share price information, corporate
news, ﬁ nancial reports, and corporate video presentations. It is
available to download free of charge from the Apple App Store.

ShareGift
If you have a very small shareholding that is uneconomical to
sell, you may want to consider donating it to ShareGift
(Registered charity no. 1052686), a charity that specialises in
the donation of small, unwanted shareholdings to good causes.
You can ﬁ nd out more by visiting sharegift.org or by calling
+44 (0)207 930 3737.

Capital Gains Tax
For the purpose of Capital Gains Tax, the price of an ordinary
share on 31 March 1982 was 153.5p, which when adjusted for
the 1 for 1 scrip issue in 1984, gives a ﬁ gure of 76.75p. Following
the capital reorganisation in March 2002, HMRC has conﬁ rmed
the base cost for CGT purposes was 372.35p (81.43%) for an
ordinary share and 68.75p (18.75%) for a B share.

American Depositary Receipts (ADRs)
The Company has a Level 1 ADR program. This enables US
investors to purchase Marks & Spencer American Depository
Shares (ADS) in US dollars ‘over the counter’. The Company
has chosen to have the ADRs quoted on the OTC market’s
highest tier, International PremierQX.

For information on OTCQX go to otcqx.com
For Deutsche Bank, email: DB@amstock.com
ADR website: adr.db.com
Toll free callers within the US: 1 866 249 2593
For those calling outside the US: +1 (718) 921 8137

Additionally, both the Annual Report and Strategic Report are
available for download in pdf format at
marksandspencer.com/thecompany.

Alternatively, call 0800 591 697

Please note, students are advised to source information
from our website.

General queries
Customer queries: 0845 302 1234
Shareholder queries: 0845 609 0810
Alternatively, email us at chairman@marks-and-spencer.com.

Shareholder security

An increasing number of shareholders have been contacting
us to report unsolicited and suspicious phone calls received
from purported ‘brokers’ who offer to buy their shares at a
price far in excess of their market value. It is unlikely that ﬁ rms
authorised by the Financial Conduct Authority (FCA) will
contact you with offers like this. As such, we believe these
calls are part of a scam, commonly referred to as a ‘boiler
room’. The callers obtain your details from publicly available
sources of information, including the Company’s share
register, and can be extremely persistent and persuasive.

Shareholders are cautioned to be very wary of any unsolicited
advice, offers to buy shares at a discount, sell your shares at
a premium or requests to complete conﬁ dentiality agreements
with the callers. Remember, if it sounds too good to be true,
it probably is!

More detailed information and guidance is available on our
corporate website. An overview of current common scams is
available on the Action Fraud website actionfraud.police.uk.

Index

PAGE

Accounting policies

Appointment and retirement
of directors

Audit Committee

Auditors

Auditors’ remuneration

Auditors’ report

Annual General Meeting

Board

Borrowing facilities

Brand

Business model
C

Capital commitments

Capital expenditure

Cash ﬂ ow statement

Conﬂ icts of interest

Corporate governance

Cost of sales

Critical accounting estimates
and judgements

112

Finance costs/income

Finance leases

Financial assets

Financial instruments

Financial liabilities

Financial review

Fixed charge cover

Food

Footfall

Going concern

Goodwill

Groceries Supply Code of Practice
H

120

Hedging reserve

Home
I

Income statement

Intangible assets

Interests in voting rights

International Financial Reporting
Standards

International

Inventories

Deadlines for exercising voting rights 80

Deferred tax

Depreciation

Derivatives

Diluted earnings per share

Directors’ indemnities

Directors’ interests

119

Investment property

93, 97, 110

116

Key Performance Indicators

Kidswear

70, 74

Lingerie

Directors’ responsibilities

62, 73

Management Committee

Directors’ single ﬁ gure of
remuneration

Disclosure of information to auditor

Dividend cover

126

Dividend per share

102, 126

Earnings per share

Employees

Employee involvement

Employees with disabilities

Equal opportunities

Essential contracts

88, 101

102

Marketplace

Menswear

M&S.com
N

Nomination Committee

Non-GAAP performance
measures

112

111

112

126

83, 92

109

PAGE

100

Plan A

Principal risks and uncertainties

Proﬁ t and dividends

Power to issue shares

Political donations

Risk management

Remuneration policy

Remuneration Committee

Remuneration report
S

Segmental information

Shareholder information

Share capital

Share schemes

Signiﬁ cant agreements

PAGE

IFC

15, 44

54, 60

127

79, 120

107, 108

Statement of comprehensive income 88

Statement of ﬁ nancial position

Stores

Subsidiary undertakings

125

Taxation

Total shareholder return

Trade and other payables

Trade and other receivables

Transfer of securities

Variation of rights
W

Womenswear

94, 100

111

This report is printed on Amadeus 100
offset, a 100% recycled paper made
from post-consumer collected waste.
Amadeus 100 offset is manufactured to
the certiﬁed environmental management
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Printed by CPI Colour.

CPI Colour are ISO 14001 certiﬁ ed,
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& PEFC Certiﬁ ed.

View this Annual Report and our Plan A Report online
marksandspencer.com/annualreport2014
marksandspencer.com/plana2014