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UPDATE 1-M&S faces new pressure over chairman/CEO role

Wed Jun 24, 2009 10:48am EDT

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* Pirc joins calls to support resolution to force split

* Calls for vote against remuneration report

* Report says Michels putting himself forward for role

LONDON, June 24 (Reuters) - Marks & Spencer Plc (MKS.L) faced fresh pressure over Stuart Rose's joint role as chairman and chief executive as corporate governance body Pirc called on investors to support an AGM resolution to force a split.

Pirc's statement on Wednesday comes after influential shareholder advisory body RiskMetrics on Tuesday also urged support for the resolution, which demands the company seek to split the senior roles by July 2010. [ID:nLN338369]

Fellow proxy voting and advisory firm Glass Lewis has also recommended investors support the resolution, while urging a vote against the remuneration report.

Pirc also told shareholders they should oppose the pay report at the high street retailer's July 8 meeting. "We do not consider the (pay) scheme to be geared towards out-performance," Pirc said.

The resolution to force a split in Rose's role was filed by the Local Authority Pension Fund Forum (LAPFF). M&S management has recommended shareholders vote against it. [ID:nLT663441]

"Pirc considers that the resolution provides shareholders with a safe vehicle for their concerns over the breach of long-standing best-practice," it said.

Pirc had advised on the LAPFF's drafting of the resolution.

Meanwhile, in a move which may help placate investors, a report in Wednesday's Financial Times said David Michels, M&S deputy chairman and senior independent director, has told investors he would like to chair the retailer.

It said the move could spur Rose to quit before his planned retirement in July 2011.

Some 22 percent of investors abstained or voted against Rose's election as executive chairman last July. The appointment flouted UK corporate governance guidelines, which call on the posts of chairman and CEO to be separate.

M&S said that with no obvious successor, it wanted Rose to lead it through the downturn, but discontent has continued and institutional investors expressed concern over Rose's power at a meeting with new non-executive director Jan du Plessis in March. (Reporting by Joel Dimmock; Additional reporting by James Davey; Editing by Jon Loades-Carter)



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