@ Sssestudy 46 Marks and Spencer: combining the roles
of chairman/CEO
When Marks and Spencer pc the long-established and succesful UK retaler announced that
‘Lord Bums wil stand down as Chairman with effect from 1 June 2008 and that ‘Si Stuart Rose
(the current chie executive is appointed Executive Chatman from the same date investors,
analysts. and media commentators were aghast.
Sir Stuart had worked forthe company for 17 years and was recognized as having done a
‘remarkable job in warding ofa hostile takeover bid, improving the company’s fortunes, and
strategically positioning the company for the future, But combining the role of chairman and CEO
asa breach of the principles ofthe UK Combined Code on Corporate Governance and would
‘require the company to explain offically why it had not followed the Code. In subsequent letter
to shareholders, the retiring chairman wrote
(continued)
pe
loine the board as Deputy Chairman in 2008 and became chairman in 2006
‘Athough alot of new alent had come ito the company, or had been developed intel,
became apparentto the board tat... none of these would be ready to assume the oe of Chie
Executive by 2008, One option wasto bringina new Chie Exec rom outside the organisation
However tbecame lar that... anew ChiefExecutvewaslikeyto bea damagingand uncom