Marks & Spencer - AGM 03 July 2020
COVID-19 - Dividend - Purchase of shares
Although physical attendance will not be permitted, Shareholders are invited to participate in the AGM via a live webcast which is accessible by logging on to the following link: 2020 AGM. The website also allows submitting questions. The meeting ID can be found in the shareholder's "Notice of Availabily".
As announced by the Group on 20 March 2020, due to the impact of COVID-19, the Board has not proposed a final dividend for 2019/20. In order to provide for the uncertain outlook the Board of Directors do not, at this stage, anticipate paying a dividend for 2020/21. In addition, ECGS recommends to OPPOSE to the authorization to repurchase shares (ITEM 18).
Directors’ Remuneration Report
Under ITEM 2, the Company seeks shareholder approval of the Directors’ Remuneration Report. The quantum for 2019/20 is not excessive as the total remuneration is below the comparison with both the MSCI country and sector. The remuneration structure is mainly long-term, as no bonus was granted. Performance shares (LTI) granted at 176% of base salary exceeded our 150% limit. However, in special circumstances where the base salary is lower than the comparison with the MSCI country and/or sector and performance conditions are very stretching, ECGS could then accept that the LTIP be up to 300% (from 150%) of the base salary (while the annual bonus should not exceed in any case 150% of the base salary), i.e. the total variable remuneration should never exceed 450% of the base salary. This is the case here. Accordingly, we recommend to APPROVE.
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&S.com 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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