Dominic O'Connell: Agenda
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Marks & Spencer’s relationship with its largest shareholders is getting more fractious by the day. At this week’s annual meeting, about half of them will either vote in favour, or abstain on, a motion to split the role of chairman and chief executive, and appoint an independent chairman by June next year. By City standards, that is a big revolt — but as we report this week, M&S’s board might well ignore it, arguing that although the resolution has an element of compulsion about it, it is merely advisory.
That is an unwise course of action. The board, led by Sir Stuart Rose, executive chairman, thinks this is yesterday’s fight. It acknowledges that Rose’s appointment to the twin jobs, in contravention of corporate governance ideals, was poorly handled last year. It wants to move on and Rose has given some thinly veiled hints in recent weeks about how he plans to move on.
I think the company misunderstands the depth of feeling among the big City institutions. One large M&S investor I spoke to recently was still smarting about the Rose debacle last year, recounting how he had been called first thing on a Monday morning just as the announcement was being made to the City. He was also critical of M&S’s inability to find an internal candidate to replace Rose, and dismissive of the idea that Sir David Michels, the senior independent director, could become chairman, associated as he is with the Rose appointment. That view is not universal, as Michels does have his supporters.
If the shareholder revolt does gather momentum, M&S could be left in the unhappy situation of having to find a new chairman and a new chief executive at the same time. The accepted wisdom is that this would be far from ideal — but then again, large and venerable companies can sometimes benefit from sudden and violent change at the top.
Blood on the tracks
The fate of National Express will be decided not in the City or the headquarters of the Department for Transport, but in Oviedo, a town in the Spanish province of Asturias. That’s where the Cosmen family, the bus and rail group’s largest shareholders, have their home.
No one mentioned the Cosmens in last week’s furore over the renationalisation (or was it?) of National Express’s east coast operations, but with nearly 20% of the company's shares, they are the kingmakers.
The Cosmens came on the scene three years ago. Phil White, then National Express’s chief executive, had carefully cultivated a relationship with the family, who owned Alsa, a large bus group that could trace its roots back to 1728.
The Cosmens agreed to swap Alsa for a 10% stake in National Express and £149m in cash. They quietly built a larger stake in the months following the deal, ensuring that they had a blocking stake — or close to it — in National Express.
It seemed a great deal at the time for both sides, but now the Spanish must be wondering what they got themselves into. They bought when National Express shares were worth about 850p; they closed on Friday at 274p.
The future looks equally unpalatable for them. If National Express decides to ask shareholders for more cash by backing a rights issue — which most commentators think it must do, or risk being swamped by its debts — then the Cosmens will have to come up with close to £100m in cash to prevent their stake being diluted. And if the company decides to sell out to a rival — FirstGroup or Stagecoach — they face a similar kind of dilution, with their commanding stake in National Express being traded for a much smaller holding in a larger transport group.
As we report this week, the collapse of the east coast franchise was a nasty business. National Express overbid and was caught out by recession.
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