Marks and Spencer plc held its annual general meeting today. The company's corporate governance arrangements - in particular Sir Stuart Rose's position as executive chairman - were a central issue (as they were last year). A group of shareholders - under the authority of the Local Authority Pension Fund Forum - had requisitioned a resolution under Section 338 of the Companies Act (2006). The resolution recommended that the board bring forward the appointment of an independent chairman from July 2011 to July 2010.37.72% of votes were cast in favour of the resolution. Not quite the number that some were predicting but a clear signal to the board. Indeed, on the Manifest Blog it is stated that "[t]aking into account the abstain votes, total dissent is practically double the highest previously recorded for a FTSE 100 company since Manifest started collecting such data in 1996". Following the vote, LAPFF stated:
Given the scale of the vote ... LAPFF are looking forward to an immediate dialogue with the company about how it plans to respond. We will also be talking to other supporters of the resolution to listen to their views on the way forward. More broadly this is a significant day for shareholder engagement. Sometimes shareholders need to step up and be public with their concerns and use their voting rights effectively. We need to get past the idea that meetings behind closed doors are always the answer. We have filed this resolution on behalf of the market, in support of the integrity of the Combined Code. Therefore we hope the result is registered in boardrooms across the UK".
For further information see: poll results| annual general meeting notice (containing a copy of the LAPFF resolution and the board's response) | 2009 annual report | video of the annual general meeting |
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