Rebel shareholders could force a showdown with Marks & Spencer over Sir Stuart Rose’s controversial promotion to executive chairman at the retailer’s annual meeting in July.

Pirc, the corporate governance watchdog, disclosed yesterday that it was talking to a number of investors about whether to begin a special resolution calling for a vote on the move. A draft of the resolution, leaked to the media yesterday, read: “This resolution is intended to provide a safe outlet for investors wishing to send a strong signal to Marks & Spencer about the value of good governance.”

Pirc’s threat could reignite a dispute that has been simmering since M&S announced in March that Sir Stuart would be taking up the dual role of chairman and chief executive from the end of June.

In a concession to investors who are furious over the breach of corporate governance best practice, M&S said last month that it would put Sir Stuart up for reelection at the annual meeting. However, Pirc believes that such a vote will not address the core issue and could turn into a referendum on Sir Stuart himself, rather than a vote on whether M&S should have created such a role in the first place.

The draft resolution read: “Our intention is not to micromanage the company, but simply to urge M&S to revert to standard market practice as soon as it is practically possible.”

Yesterday a Pirc spokesman would say only that the watchdog was considering whether to push ahead with the resolution.

Shareholders accounting for more than 5 per cent of M&S stock must back the resolution for it to be put to a vote at the annual meeting.

An M&S spokeswoman said: “We have already said all we want to say on this matter.” She said it was ironic that the Pirc resolution had been leaked when M&S had been criticised for keeping Sir Stuart’s promotion from shareholders until the last minute, to prevent it leaking to the media.

Sir Stuart, the M&S chief executive, was widely expected to leave the retailer in 2009. M&S has argued that his promotion will keep him with the company until 2011, allowing potential successors to gain the necessary experience to take his place.

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