UK: Corporate governance, M&S style - an update

On March 10, Marks and Spencer announced that Sir Stuart Rose would become executive chairman. As noted in an earlier post, this announcement caused much disquiet amongst shareholders although M&S's largest institutional shareholder, Brandes Investment Partners, publicly announced its support. M&S has since taken the unusual step of writing to all of its shareholders in order to explain its proposals. The letter explains how M&S will further strengthen the company's corporate governance in order "to mitigate the governance concerns [the proposals] might otherwise engender":

(a) The proposed arrangements will apply only to July 2011.
(b) Two new executive directors and a new independent director will be appointed.
(c) Shareholders will have an annual vote on Sir Stuart's reappointment, starting in 2008.
(d) Appointing Sir David Michels, an independent director, to the post of Deputy Chairman.
(e) The duties of the Executive Chairman and Deputy Chairman will be clearly specified.

It is perhaps surprising that M&S felt the need to state point (e). Clearly specifying the duties of all directors should be the norm, regardless of the governance structure adopted.