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UPDATE 2-M&S investors urged to back chairman/CEO split

Published 06/23/2009, 12:12 PM
Updated 06/23/2009, 12:32 PM
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* 'No evident' succession planning for chairman -Riskmetrics

* M&S has "one of the most recalcitrant boards" -investor

(Adds quotes from M&S investor, details)

By Raji Menon

LONDON, June 23 (Reuters) - Influential shareholder advisory body RiskMetrics is urging Marks & Spencer investors to force the British retailer to split the roles of chairman and CEO currently held by Stuart Rose.

The Local Authority Pension Fund Forum (LAPFF) has filed a resolution for the July 8 annual shareholder meeting calling on M&S to appoint an independent chairman by July 2010.

RiskMetrics said on Tuesday that investors should support the resolution, which M&S management has advised investors to vote against.

The governance group said although the retailer had committed to put forward an independent chairman in two years' time, there was "no evident" succession planning in place.

"Marks and Spencer's board appears not yet to have achieved an evident solution to address the divergence from best practice," RiskMetrics said in a report to clients.

"As such, there appears a need for change," it added.

Some investors warned M&S was likely to get a rough ride.

"This is one of the most recalcitrant boards that we have come across, and we will be voting against several resolutions at the AGM. I think the level of investor anger will come as a bit of a shock to them," said one large investor in the company.

RiskMetrics said the LAPFF resolution allowed investors the option of voting for Rose's re-election, while expressing concerns over the board's governance structures.

"This resolution offers an alternative to the all-or-nothing option provided by the company, which seems to suggest that shareholders should either support Rose in his current combined role, or vote against his re-election," RiskMetrics said.

The Association of British Insurers on Monday put an "amber top" alert on the resolution, indicating investors should give it "considered judgement".

Bowing to investor pressure, the retailer said Rose and marketing director Steve Sharp had waived a third of the shares awarded to them under the company's performance share plan.

RiskMetrics, which was spun off from JPMorgan Chase in 1998, provides risk management services to clients including proxy voting advice. It acquired leading corporate governance group ISS in 2006. (Reporting by Raji Menon; Editing by Joel Dimmock/Will Waterman)

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