Expert Corporate Governance Service (ECGS)
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Marks and Spencer, 09 July 2019

Item 2: Approve the Remuneration ReportThe structure is unsatisfactory as the maximum bonus exceeds guidelines, qualitative criteria exceed guidelines, accelerated vesting is possible, and benefits were excessive. However, the salary is not excessive in comparison and total remuneration was not excessive as no bonus was paid for the year. On balance, we recommend that shareholders approve this resolution.

Item 2: Declare a dividendShareholders may wish to note that, on 27 February 2019, the Company amended its dividend policy to reduce the dividend per share by 40% to a sustainable level, which it aims to grow in line with earnings over time. The proposed dividend is down 25.67% compared to that of the previous fiscal year. While the proposed dividends are covered only 0.17 times by net income, they are amply covered 2.75 times by free cash flow. We welcome the Company's move toward a sustainable dividend policy.

Marks & Spencer Group PLC

Marks and Spencer Group is the holding company of the Marks & Spencer Group of companies. As a retailer, Co. provided its own-brand food, clothing and home products in its 1,433 stores worldwide and online as of Apr 1 2017. As of the same date, Co. sold food through 942 U.K. stores, including 253 owned and 383 franchise Simply Food stores; and own-brand clothing and homeware through 343 full-line stores, Outlets and its M& website. Co. focuses on contemporary style and wardrobe essentials, and provides Womenswear, Lingerie and Menswear. Co. exports M&S Clothing & Home and Food around the world, with stores across Europe, Asia and the Middle East.


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