Rebel Marks & Spencer shareholders are seeking advice from PIRC, the corporate governance watchdog, over how to resist the controversial appointment of CEO Stuart Rose as executive chairman.

“We are in discussions with a number of clients about potentially filing a shareholder resolution at Marks & Spencer’s AGM in July. Our clients want to address the issue of combining the CEO-executive chairman roles,” a spokesperson for PIRC told just-food.

M&S announced in March that it intended to combine the role of executive chairman with Rose’s current position as CEO at the end of June.

The move has attracted widespread public criticism from M&S investors who are disgruntled by this breach of corporate governance best practice.

As a compromise, M&S said that it would put Rose up for re-election at its AGM.

However, a number of investors feel this is insufficient. They cannot vote on whether to combine the two positions as they are only invited to vote on the reappointment of Rose, PIRC said.

A draft of the resolution, leaked to the media yesterday (8 May), read: “This resolution is intended to provide a safe outlet for investors wishing to send a strong signal to Marks & Spencer about the value of good governance.”

PIRC told just-food that, while it is yet to “crunch the numbers” to gauge the level of shareholder support, with M&S’s larger shareholders speaking out against the move, it believes there is considerable weight behind the proposed shareholder resolution.