Mark&Spencer Governance Structure Essay Example for Free

MarkSpencer Governance Structure Essay Corporate Governance 1. Group Board The boards role is what management is doing, holding them accountable for performance against the targets and standards, probing and challenging their thinking to make sure that they are on the right track. The Board works closely with management in thinking through their direction and long-term plans, the opportunities, the risks and making sure we are developing the right management team for the future. The non-executives provide independent challenge and review, bringing wide experience, specific expertise and a fresh, objective perspective. As members of the Board Committees, they play a crucial role in undertaking detailed governance work with a particular focus on shareholders. GROUP STRATEGY 1. Overall Group strategy and corporate vision, setting standards and creating a high-performance culture which maximizes value creation and minimizes risk. 2. Creation, acquisition or disposal of corporate entities or assets which are material to the Group. 3. Evaluation of the Group’s competitive position and opportunities arising from the strategies and strengths of competitors. 4. Development and protection of the brand, its values and business principles. 5. Extension of the Group’s activities into new business or geographic areas 2. Nomination Governance Committee To ensure that appropriate procedures are in place for the nomination, selection, training and evaluation of directors and for succession plans, with due regard for the benefits of diversity on the Board, including gender. Terms of Reference 1. To receive a bi-annual Company Chairmans report on board structure, size, diversity (including gender), composition and succession needs, keeping under review the balance of membership between executive and non-executive and the required blend of skills, experience, knowledge and independence on the Board. 2. To ensure the Group’s governance facilitates efficient,  effective and entrepreneurial management that can deliver shareholder value over the longer term. To review any departures from the UK Corporate Governance Code and explanations to shareholders as to how our actual practices are consistent with good governance. 3. To keep under review the leadership and succession needs of the organization with a view to ensuring the long term success of the Group. 4. To formally propose new executive and non-executive directors for the approval of the whole Board, following a formal, rigorous and transparent procedure for such an appointment. 5. To ensure that all directors undergo an appropriate induction program and to consider any training requirements for the Board as a whole. 6. To ensure that Board Committee membership is refreshed and that undue reliance is not placed on particular individuals when deciding chair/membership of committees. 3. Audit Committee Monitors the integrity of the financial statements and reviews effectiveness of internal controls, risk management and audit. Role The Committee assists the Board in fulfilling its oversight responsibilities. Its primary functions are: To monitor the integrity of the financial statements of the Company and any formal announcements relating to the Company’s financial performance, reviewing significant financial reporting judgments contained in them. To review the Company’s internal financial controls and the systems of internal control and risk management. To maintain an appropriate relationship with the Company’s auditors and to review the independence objectivity and effectiveness of the audit process, taking account of the relevant professional and regulatory requirements. To perform his or her role effectively, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the Companys business, operations and risk. The Committee can obtain its own independent professional advice as necessary. Audit Process 1. To provide an open avenue of communication between the external auditors, the internal auditors and the Board, meeting separately with both at least annually without management. 2. To keep under review the scope and results of the audit and its cost effectiveness and to report periodically to the  Board on significant findings. 3. To meet, as required, with the external auditors, the internal auditors and management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Audit Committee. External Auditors 1. To recommend to the Board, for annual shareholder approval, the appointment, re-appointment and removal of the external auditors, and to lead the process of putting the external audit contract out to tender, if appropriate, at least every ten years. 2. To assess their qualifications, expertise, resources, effectiveness, independence and objectivity and to review the auditor’s quality control procedures and steps taken by the auditors to respond to changes in regulatory or other requirements. 3. To approve the terms of engagement and the remuneration to be paid to the external auditors in respect of audit services provided. To review the nature and extent of non-audit work undertaken by the external auditors. In some cases the nature of advice may make it more timely and cost-effective to select them. They may also be appointed for consultancy work but only after rigorous checks to confirm they are the best provider including competitive tender and does not impair the external auditor’s independence. To confirm that the Committee approval process for non-audit fees has operated for the period under review. 4. To review with the Chief Finance Officer and the external auditors the scope and results of the external audit and any significant findings reported to the Committee in the management letter, receiving updates from management on action taken. Internal Auditors 1. To ensure that the internal audit and risk department is adequately resourced and continues to have appropriate standing within the Company, and to keep under review its members’ independence and objectivity. 2. To review with the external auditors and Head of Internal Audit and Risk, the internal audit program and any significant findings, including fraud, illegal acts, deficiencies in internal control or similar issues and review management’s responsiveness to the auditors findings and recommendations. 3. To monitor and review the effectiveness of the internal audit and risk function. 4. Remuneration Committee Recommends remuneration strategy and framework to recruit, retain and reward senior executives for their individual performance. Role To recommend to the Board the senior remuneration strategy and framework, giving due regard to the financial and commercial health of the Company and to ensure the Chairman, Chief Executive , executive directors and senior management, (currently together comprising Reward Levels H and G) are fairly rewarded for their individual contributions to the Company’s overall performance. Terms of Reference 1. To determine and agree with the Board, and taking such external advice as necessary, the appropriate policy for rewarding the Company’s Chairman, Chief Executive, executive directors and senior management. 2. To establish the selection criteria, selecting, appointing and setting terms of reference for any remuneration consultants who advise the Committee. 3. On behalf of the Board to prepare, and to place before shareholders at each annual general meeting, a report setting out the Company’s policy and disclosure on senior remuneration as required by the Directors Remuneration Report Regulations 2002 and other associated legislative or regulatory requirements. 4. To determine for each annual general meeting any aspect of remuneration policy should be brought to shareholders that requires their specific approval, eg share schemes, in addition to the remuneration report which will be submitted to shareholders annually for general approval. 5. To undertake appropriate discussions as necessary with institutional investors on policy or any other aspects of senior remuneration. 6. Annually to review and update its terms of reference, recommending any changes to the board and to evaluate its own membership and performance on a regular basis. * The remuneration of non-executive directors is determined by the Chairman and Chief Executive together with the executive directors. 5. Governance Group Supports colleagues by providing governance support and oversight that is meaningful, relevant and focused on ensuring the business is doing the right things the right way both in the UK and overseas. The Governance Group  engages across the business and comprises legal, audit and risk, insurance, archive, pensions, employee representative and secretariat, reporting on its activities regularly to the Board in the Group Secretary’s report. Giving guidance to colleagues on doing the right thing, the right way including ethics’ code: 1. Implementing practical and cost-effective responses to legislation and regulation. 2. Reviewing and making our policies and practices more accessible. 3. Minimizing trading disruption and legislative consequences. 4. Leveraging business initiatives and sharing best practice. 5. Negotiating contractual terms and protecting our brands and innovation. 6. Providing assurance on internal controls and visibility of key risks. 7. Minimizing insurance premiums, claims and fines. 8. Protecting and promoting our brand heritage. 9. Enabling the Company to meet its pension liabilities. 10. Assisting employee and shareholder engagement. 11. Supporting directors in their Board and Committee roles. Operational Governance 6. Executive Board Accountable for running the business, making sure we are doing the right thing day-to-day and delivering the Group’s strategy. It allocates capital and controls all non-property investments with a risk of material impact on financial results, brand or strategy. It keeps the Board regularly informed about the business and how we work with our different stakeholders. Its work is supported by a number of operational committees and functions. The EB exists to run the business and deliver the Group’s strategy as approved by the Group plc (public limited company) Board: To develop and review strategic opportunities and initiatives for the Group; to evaluate the Group’s competitive position and determine strategies to protect MS, its sub-brands, values and business principles and to consider the impact on key stakeholders; To manage the day to day business, responding to market conditions and trends with appropriate plans for pricing and promotions; To agree and deliver the Group’s financial and operational plans and forecasts; and to deliver these plans and monitor performance against the Group plan, financial forecasts and quarterly revisions; To act as the authorizing  Board for all non-property expenditure (including non-retail property investments e.g. warehousing) subject to the authority set out below. To recommend to the Group Board all expenditure in excess of this authority; To regularly monitor performance against pre-determined criteria to ensure non-property investments deliver required returns; To monitor the Group’s business processes systems and controls; To identify, evaluate, monitor and manage the Group’s risks (including financial, commercial, information security, HWDB, ethics and compliance, business continuity, fire, health and safety) to enhance the Group’s performance and its assets; To review leadership development and succession across the Group; to review HR strategy, including reward framework, employee bonus (excluding those determined by the Remuneration Committee), conditions of employment and pension schemes and people matters; To drive overall Group performance through setting and tracking their own clear objectives which are cascaded throughout the Group and changing ways of working; To review and update annually its terms of reference, recommending any changes to the Group Board and to evaluate its own membership and performance on a regular basis. 7. Management Committee To monitor the development of the Group’s work streams against the Group’s three year plan and to safeguard cross-functional co-operation of the work streams: to input to the Group’s strategic plan on an annual basis ; to cascade the relevant information to the business ; members of the management committee may be asked to present updates to the management committee to keep everyone informed 8. Property Board The property board ensures capital expenditure is allocated to the Group’s UK and International property portfolio (including Retail Property, Head Office Buildings and Core Investment) in line with the Group’s strategic goals and business priorities, whilst also ensuring maximum flexibility: To recommend to the Executive/Group Board the allocation of the property capital expenditure plan and the relevant investment policies on a three year cycle. To approve and control all UK property expenditure (including Retail Property, Head Office Buildings and Core Investment), projects, and programs  on a three year cycle, within delegated authority limits from the Group Board. To approve all International property expenditure (including Retail Property, Head Office Buildings and Core Investment) relating to joint ventures and wholly owned subsidiaries within delegated authority limits from the Group Board. To regularly monitor performance of all UK and International stores against pre-determined criteria to ensure property investments deliver required returns. To identify, evaluate and manage risks relating to property investment expenditure. To review and update annually its terms of reference, recommending any changes to the Executive Board and Group Board and to evaluate its own membership and performance on a regular basis. 9. Customer Insight Unit Influences decision-making by tracking marketplace trends, our customer barometer and customer views. The customer insight unit ensures customers to gain a real understanding of what they want, what they think and how they behave. The customer insight unit is vital in ensuring that our customers’ needs are recognized in any decision taken by the business. 10. How We Do Business Committee To ensure that ‘How we do business’ is an integral part of the business and the way it operates. Terms of Reference Its primary function is to oversee implementation of Plan A, the Company’s ‘eco plan’ launched in January 2007 which sets out 100 commitments across the challenges of Climate change, Waste, Sustainable raw materials, Fair partner and Health: 1. To provide leadership on HWDB across the business. 2. To ensure all parts of the business: †¢ Have assigned clear roles and responsibilities for delivering Plan A †¢ Have a resourced project plan for delivering all aspects of Plan A †¢ Report on progress in implementing Plan A on a regular basis †¢ Have robust data and evidence to support progress claims †¢ Gain the external assurance levels agreed by the Audit Committee †¢ Benchmark themselves against their competitors †¢ Understand stakeholder expectations on HWDB issues (customers, employees, shareholders, opinion formers) †¢ Have the resources and skills to implement the plan †¢ Are maximizing the communication potential of the issues they are managing. 3. To seek external stakeholder views on our overall performance and maintain an overview of external benchmarking and commentary on our performance. 4. To oversee any internal and external auditing of our performance. 5. To oversee external reporting on our performance and progress against our Plan A targets. 6. To provide the Board with an overview of the social, environmental and ethical impacts of the Group’s activities and how they are being managed. 7. To review and update annually its terms of reference, recommending any changes to the Board and to evaluate its own membership and performance on a regular basis. 11. Business Involvement Groups Every store and every business area has BIG representatives, elected by their colleagues to represent their views. Through the business involvement group network, the business informs, involves and consults employees so their views can be influence business change and decision-making. Commitment to BIG means that MS colleagues have the chance to voice their opinions and ideas, get answers and have their views represented when the business considers changes that affect them. This means they all have an opportunity to positively influence the business they are work in. 12. Fire, Health, and Safety Committee Promotes the safety and well being of our employees, customers and visitors and minimizes the risk of financial penalties. 13. Business Continuity Committee Role The Committee will keep under review the effective management of business continuity across the Marks Spencer Group with the objective being to galvanize the development and maintenance of effective means to continue business in the event of a significant interruption to business. It will provide leadership on BC policy across the Group and will ensure that the Policy is integrated into every aspect of the Group’s critical operations  around the world.

Macbeth :: essays research papers

A butcher is someone who brutally slaughters other human-beings. According to this definition Macbeth was a ’butcher’ by the end of the play. Macbeth becoming a butcher was brought about by his ambition for power, and how this ambition was used by the witches. Macbeth’s ambition is made obvious from the start. It is the thing the witches use get him under their spell,’All hail thee Thane of Glamis….Thane of Cawdor…..king’. Macbeth is intrigued by this greeting. When he finds out from Duncan that he has become the thane of Cawdor he whispers to the audience,’Glamis, and the thane of Cawdor, the greatest is behind.’ Macbeth is sure that he will become king. However at this stage he thinks that he will acquire it legally as he sees murder as,’fantastical’(I,iii,139). The story of how Macbeth descends into butchery starts when Duncan announces that Malcolm is to be,’Prince of Cumberland’(I,iv,39) and therefore Duncan’s successor as king of Scotland. Macbeth is now in a dilemma. He has just been told he will be king by the witches. Two of their prophesies have become true already. However, because Malcolm has just become king he cannot see how the third prophesy will come true. Macbeth’s wife solves his problem by telling him to kill Duncan. She tells him this after reading his letter to her and after hearing that the king is coming to her castle. She decides to’look like the innocent flower, but be the serpent under’t.’(I,v,63-65). Lady Macbeth plays an important part in Macbeth’s spiral downwards into becoming a butcher by persuading him to commit his first murder. Macbeth doesn’t want to kill Duncan and has strong doubts about what he should do, as shown by what he says in act I, scene vii,’He’s in double trust here…..i am his kinsman strong against the deed , then as his host, who should against his murderer shut the door, not bear the knife himself’ Lady Macbeth changes his mind by challenging his manhood,’When you durst do it, then you were a man’ and, to be more than what you were, you would be so much more the man.’(I,vii,49-51) He finally decides, after much tossing and turning that killing Duncan would be the best thing,’I am settled’. What Duncan said after the Thane of Cawdor was executed that,’there’s no art to find the mind’s construction in the face’(I,iv,12-13) is proved when Macbeth says,’False face must hide what the false heart dost know’(I,iv,82-83)

Issues on Computer Technology

In Midsayap, in a small and poverty-stricken town in North Cotabato, Philippines, four public schools have been given modern computer technology to help the teachers improve instruction for the benefit of the students. The United States Agency for International Development (USAID) has donated the computers, installed with tools and applications for teaching. The donations were in relation to USAID’s project to help provide equal access to education and learning that would eventually incite livelihood among the peoples of disadvantaged and unfortunate nations.(Manila Bulletin, 2009) The contribution of computer technology to the field of education relates to the issue of professional responsibility. The progress and advancement of computers and technology are extremely valuable to society considering the many benefits and advantages that it may provide to various areas of human life including education. It is a professional responsibility to ensure that along with the progress of computer technology development, it is being used to develop or expand other fields and areas of human life as well.It is important that the given opportunity for computer technology to flourish by man be given back to society by ensuring that this kind of technology benefits society as well. Modern computer technology has helped educators in developing countries provide the kind of quality education that most people in developed nations benefit from. It paves way to equality in terms of affording education.The employment of modern computer technology in Midsayap to improve learning standards and instructional processes is a good chance for the students and their families to improve their quality of life since fine education will help them find promising jobs in the future. Ultimately, modern computer technology contributes to the alleviation of unawareness or lack of knowledge and poverty. Manila Bulletin. (2009). Modern Computer Technology Benefits North Cotabato Mentors.Retrie ved 17 Jul 2009, from Manila Bulletin Publishing Corporation. Website: http://www. mb. com. ph/articles/208880/modern-computer-technology-benefits-north-cotabato-mentors The Internet: Media for All The development of the Internet through computer processes and functions was seen as one of the liberating events in the history of human life. During the period of revolution, the people have been constantly searching for a means by which they would be able to express their sentiments and demands.However, during that time, the influence of the media was restricted and controlled by large companies and industries. This all changed when the Internet was introduced in the 20th century. It has been called the media of the people since the information presented and exchanged were not restricted or limited by the personal interests of powerful people or organizations. Despite the establishment of various laws and regulations, the Internet remains to be an open medium of communication and excha nge of ideas for the people.The utilization of Internet as a means to express ideas and communicate through appropriate computer functions and processes relate to the issue of freedom of expression and the concept of mass media. Gone were the days when the news and information being conveyed through the media are influenced by various influential interest groups. The Internet paved way to open communication that is guided by fair regulations allowing every person that has access to it to become the media themselves.The existence of the Internet and the continued open access to it by the people implies that it is a medium by which they can practice their human rights through freedom of expression. Not only is the Internet a means to communicate to anyone around the world but it is also a perfect medium for people to express their pleas against others who violate human rights, expose valuable information that the public should know, inform or educate other people, and so on. UK in Kor ea. (2009). â€Å"Freedom of Expression in the Digital Age†: Embassy Hosts Conference on 3 July (26/06/2009).Retrieved 17 Jul 2009, from Foreign and Commonwealth Office. Website: http://ukinkorea. fco. gov. uk/en/newsroom/? view=PressR&id=20285376 Computer Technology Contributes to Car Safety INTEL Corporation, one of the most powerful, influential, and innovative technology company in the world has taken car-safety technology to a whole new level. The company has been employing researchers and analysts who are currently working nonstop to perfect an accuracy software that is meant to be installed in automotives for safety. The project was presented to an audience of previewers.The software was installed in a car model. Among the features of the software was human recognition wherein the device detects people inside the car, wireless networking that allows the device to connect to all the devices inside the car with networking capabilities, sensors that provide the car with r elative connections to stoplights, devices along the roads the record traffic data, and communication to other cars as a means to detect possible collisions or accidents for the automatic activation of the emergency brakes.The technology developed by INTEL Corporation relates to professional responsibility. As previously discussed, the exponential development of technology in any aspect is the industry’s debt to man who has the knowledge and resources to develop it limitlessly for the disposal of humankind. For this reason, it is the responsibility of technology and everyone working behind to develop it to open up opportunities that would allow it to benefit man.This establishes the purpose of technology and uncovers the reason why people should support technological growth and development. The development of the accuracy software, or any other computer device that supports human safety for that matter, is extremely significant to society simply because these kinds of devices maintain and contribute to the preservation of life. Furthermore, these devices allow man to carry on with his daily tasks and obligations with less worries. Business Mirror.(2009). Intel Shows Off Car-Safety Devices, Accuracy Software. Retrieved 18 Jul 2009, from Business Mirror. Website: http://www. businessmirror. com. ph/component/content/article/52-technology/12073-intel-shows-off-car-safety-devices-accuracy-software-. html Terrorism Finds a Match in Cyber Security Strategy As a means to increase the national security system of United Kingdom against cyber threats and terrorism, the nation’s government has introduced a new Cyber Security Strategy.United Kingdom’s efforts were regarded as the â€Å"first strategy of its kind,† (ICM, 2009) rendering it as possibly the most advanced and sophisticated digital design intended to combat cyber terrorism that may cripple any country’s national defenses. The United Kingdom government has assigned able and tr usted organizations to complete the Cyber Security Strategy project including MI5 and the Metropolitan Police. In order to establish and solidify the foundations of the program, the government has created an independent group to operate the system and appoint skilled and knowledgeable officials to oversee security operations.

Comparing Leonardo Da Vinci with Michelangelo - 1798 Words

Leonardo Da Vinci and Michelangelo Buonarroti were, and still are considered to be two of the greatest minds, even geniuses of the Renaissance. But which one is more of a genius than the other? Leonardo Da Vinci was born on April 15th, 1452, son to a notary called Ser Piero. Ser Pier has sex with a woman called Catarina, which resulted in her pregnancy. For a believed reason that Catarina was the Daughter of a farmer, they never got married. Ser Pier later married another woman, when he was 25, which is the time Leonardo was born. As for Michelangelo, he was born on March 6, 1475, to a father called Ludovico, and a mother named Francesca, who was not capable of taking care of him. She sent her son to a family of stone cutters, and whose†¦show more content†¦The bridge worked and has a very modern shape. These two superb artists are so much alike, yet they are very different as well. Michelangelo had his very own aspects which made him a unique person. Michelangelo was a person brilliant in sculptures only. On august 4, 1983, Pope Julius II Della Rovere told Michelangelo to paint the Sistine Chapel. Although never experienced with paint, especially fresco painting, he painted the whole ceiling by himself, standing up while most painters that painted ceilings did it lying on their backs. He asked his old friend Francesco Granacci to help him, as well as four other fresco painters. However, when he saw that they werent as good as he thought, and have the imagination he wanted, he dismissed them and continued by himself. All he had was two men that helped make the paint. Michelangelo was very bad at mathematics, and languages. He failed to learn how to speak Latin, which was taught to most nobles in Italy. After being taught by Ghirlandaio, he soon excelled to being even better than his teacher, and walking his own path and trying new things. Rock is one of the hard est objects to work, and craft with. However, for Michelangelo, he turned a piece of dull marble, or other rock, into a work of art. It would be impossible to find a body showing greater mastery of art possessing more beautiful members, or a nude with more detail in the muscles. Veins, and nerves .... His work was so amazing, you couldShow MoreRelatedThe School of Athens1549 Words   |  7 Pagesmeeting Leonardo Da Vinci, his style expanded once again. There were other artists in Florence that aided Raphael while he was busy honing his style. One in particular, Fra Bartolommeo, most noticeably influenced Raphael’s technique. â€Å"From him Raphael learnt to replace the fragile grace of Perugino with a more measured movement, far ampler draperies, more gravity and grandeur.† Raphael also studied sculpture while in Florence. He poured over the many great works of both Donatello and Michelangelo. HisRead MoreDifference Between Baroque Art And Renaissance Art843 Words   |  4 Pagesemotional intensity and viewer involvement. 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