The news of a shareholder revolt against MARKS AND SPENCER executive chairman Stuart Rose at yesterday’s AGM has garnered an extraordinary amount of press coverage here in the UK.

That it did reflects both the exalted position of corporate governance on the news agenda at the moment and the place of Marks and Spencer in the hearts and minds of the British public, media and business community.

A large minority of M&S shareholders – around 37% – backed an advisory motion at today’s AGM calling for the chain to appoint a new independent chairman a year earlier than planned, splitting the job that Rose currently carries out. The move would bring M&S’s board make-up in line with the current consensus on corporate governance best practice.

Opinion in the media and in the city seems against Rose today. The common argument is that, whilst he holds both the position of CEO and chairman, too much power is concentrated in the M&S boss’ hands.

Councillor Ian Greenwood, who sponsored the motion, told the BBC in a piece on their website today that he hoped that the board would “reflect seriously on this result.”

“If you concentrate too much power in one place it unbalances the governance,” he said.

Few seem to doubt Rose’s ability to lead M&S through one of the most difficult periods in modern retail times from the position of CEO. However, the jobs of chief executive and chairman are significantly different roles – one leads the company the other leads the board. They are also both huge jobs. Is it realistic to believe one man can carry out both at the same time effectively?

There is also the small matter of succession. Stuart Rose is due to stand down from M&S in 2011 and his potential replacements are thin on the ground. The search for a successor should be in full swing but there are a number of investors in the business that believe Rose’s dual role gives him too much say in who his likely successors will be. This, opponents say, will see him appoint his own man, in his own mould, rather than the best man for the job.

The heat was also recently turned up a notch with the news that deputy chairman Sir David Michels has designs on the chairmanship.

Despite the arguments against and the considerable opposition from institutional investors, Rose remained in bullish mood yesterday after the vote.

“It doesn’t matter if it was 51% – 49% or 60% – 40%; a win is a win,” he told the BBC, rather reminding one of a sports team manager defending the nature of his team’s ugly win.

“I don’t feel like a wounded beast – I feel like a chief executive and a chairman, because after all I am both, who wants to carry on and take our company through this recessionary period.”

And it is not as if Rose is without legitimacy.

Rose, by his own addmission, recognises that the company is out of kilter with corporate governance code. “We just have a different view [to the opposing shareholders] as to how we get there,” he said yesterday.

Rose’s argument is that this is not the time to rock the boat. The company is moving towards a separation of the CEO and chairman’s roles but in the midst of the economic crisis, it is a step that should not be rushed nor take precedence over the business of steering the company through extraordinary times. The fact that obvious candidates to fill one of the roles are thin on the ground makes this argument all the more pertinent. 

“I feel that this continued attacking is irrelevant to the point of being vindictive. Stuart Rose has done an excellent job after six years of decline under three failed chief executives,” said Sir Richard Greenbury, the former chief executive of Marks & Spencer said in the Telegraph yesterday.

“This is the worst recession since the early 1990s and this is not the time to rock the boat and fiddle and piddle around about what someone’s job title is,” he said.

And as Greenbury pointed out, M&S has had four non-executive chairmen in five years. In such unstable times, the company would argue that it can ill-afford to add to the insecurity by changing the chairman again.

Furthermore the anecdotal and statistical evidence suggests that the vast majority of investors and employees believe in their man.

As just-food walked the floor at yesterday’s AGM, our man on the ground found it hard to find a dissenting voice amongst the independent shareholders, who remain fiercely loyal to M&S and Rose.

The mood, indeed, was summed up beautifully, by the man who stood up to defend Rose against his detractors, telling the CEO to ignore the city institutions who were calling for him to step down from the chairmanship, whilst adding that they “couldn’t run a bath”.