Financial Times FT.com

Marks and Spencer

Published: July 8 2009 15:02 | Last updated: July 8 2009 20:35

The investor disquiet at Marks and Spencer has been distorted into an argument over whether shareholders are for or against Sir Stuart Rose. Yet it has always been about sound governance. It stems from last year’s misguided decision to defy best practice and make Sir Stuart chairman as well as chief executive, reinforcing institutions’ sense that the board was failing to pay them due regard. In fact, few shareholders dispute that Sir Stuart is, for now, best person to be chief executive. Even the Local Authority Pension Fund Forum, leading calls to split the roles, calls this a “difference of principle, not personality”.

The board must heed the substantial 38 per cent protest vote in favour of the LAPFF’s resolution on Wednesday – and surprisingly large 10.5 per cent vote against re-electing Sir David Michels, the deputy chairman and the senior independent director. But directors face a balancing act. They must maintain stability in a brutal retail environment while finding candidates capable of succeeding Sir Stuart – who recently turned 60 – and steering towards splitting his roles again. No one benefits from plunging M&S into an immediate succession crisis.

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