M&S – qualified victories all round

The LAPFF took their place in the governance history books today. Although they failed to come close to the super-majority needed to have their resolution calling for an independent chair passed, they have achieved a remarkable result. Taking into account the abstain votes, total dissent is practically double the highest previously recorded for a FTSE 100 company since Manifest started collecting such data in 1996.

Shareholder resolutions are extremely rare in the UK, especially in FTSE100 companies.  M&S’ closest rival for that accolade was British Land in 2002, while in the FTSE 250 a majority of shareholders supported shareholder resolutions at Northern Rock in January 2008.

The voting on the remuneration report reflects the response to M&S backing down on the exceptional reward payments announced earlier this month. It however just makes the Top 20 of notable remuneration report votes for 2009 to date with total dissent of 14.71%.

However it’s the votes against Patten (Chair, Rem Committee) Michels (Deputy Chair) and Rose (Chair/CEO) that are likely to raise eyebrows.  While they all achieved comfortable wins at the ballot box, in the context of director votes at FTSE100 companies, the results  are not good.  Rose’s Against votes have almost doubled on last year and based on the number of abstentions ranks as the fourth highest director election voting outcomes in the FTSE 100 so far this season.

Overall turnout, at 51.7%, is well below the FTSE100 average of 63.3% as noted in Manifest’s 2008 Voting Review, although in line with the turnout at M&S in recent years.

The key resolutions have seen dissent as follows:

  • Appointment of Independent Chair: For 36.17%, Abstentions 4.11%; Total dissent of 40.28%.
  • Re-election of Sir Stuart Rose: Against 7.4%, Abstentions 14.1%; Total dissent of 21.5%. Trend: Overall dissent down on 2008, but increased level of against votes with a fall in abstentions.
  • Remuneration Report: Against 9.91%, Abstentions 4.80%; Total dissent of 14.71%. Trend: Overall dissent marginally down on 2008.
  • Re-election of Sir David Michels:  Against 10.1%, Abstentions 3.52%; Total dissent of 13.62% – the highest dissent recorded for an independent director at the Company since Manifest started collecting such data in 1996.
  • Re-election of Lady Patten: Against 9.8%, Abstentions 0.86%; Total dissent of 10.66%.

Note: Manifest includes abstentions in the total votes cast when calculating the percentages of votes cast for each resolution. The figures released by the company exclude such positive abstentions in their percentage calculations.

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