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Sir Stuart Rose will today face a humiliating shareholder rebellion as more than 2,000 investors convene at Marks & Spencer's (M&S) annual meeting to vote on his controversial appointment as executive chairman.
About 25 per cent of M&S shareholders are expected to abstain or vote against Sir Stuart's re-election in protest over his new position that combines the role of chairman and chief executive.
The combination of both roles contravenes corporate governance best practice.
In particular, the 1992 Cadbury Report on corporate governance states that the chairman and chief executive roles must remain separate to "ensure a balance of power and authority, such that no one individual can exert undue influence."
M&S is still reeling from a recent profits warning that wiped £1 billion off its market value and the company is expected to be lambasted by investors over its recent performance. Shares in M&S fell 1 per cent to a seven-year low of 229p this morning - 64 per cent below its share price 12 months ago.
Institutional investors are pushing for fresh talks with the board over the way that the company is run.
Shareholders told The Times yesterday that whatever the outcome of today's annual meeting, the company had to address concerns about how Sir Stuart will manage the business as executive chairman after the profit warning.
One investor said: “Whatever happens, we will want to speak to the company's management. The game isn't over on this one, especially in light of what happened last week.”
Speaking after a Fashion Retail Academy awards ceremony yesterday, Sir Stuart insisted that a large majority of shareholders supported the M&S board and its plans.
“The shareholders will do what the shareholders do. We will have a good day out,” he said.
“The company is the same as it was two weeks ago. The environment's changed, but we've got a clear plan and this is a very strong company.”
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