Marks & Spencer is headed for a bloody battle with investors on Wednesday after it emerged that the high-street bellwether plans to ignore a big protest vote demanding the appointment of an independent chairman by July 2010 to check the power of boss Sir Stuart Rose.

It is understood that M&S plans to thumb its nose at shareholder concerns by insisting that a resolution put forward by the Local Authority Pension Fund Forum (LAPFF) to end Rose’s controversial tenure as chairman and chief executive is merely an “advisory” vote that does not need to be acted upon.

The group is bracing itself for up to half its shareholders either voting in favour of the resolution, or withholding their support through abstention.

M&S’s stance is likely to fan the flames of investor ire over the company’s corporate governance, which breaks with best practice. M&S insists that everyone is committed to the same goal of splitting the role, but it first wants to find a new chief executive.

Rose plans to stay on for a handover period while a successor is found as chairman.

The local authority pension funds think the company should find a new chairman first.

The situation was complicated further last month after Sir David Michels, deputy chairman and senior independent director, threw his hat into the ring for the chairmanship. Michels is meant to be in charge of the search.

The company is also preparing for a wave of protest against the re-election of Lady (Louise) Patten, the chair of its remuneration committee, following a row over what some shareholders regard as an outsize pay package for Rose in reward for average performance.

Patten, who is married to John Patten, the peer who was a Conservative Cabinet member, also chairs property group Brixton, which is being bid for by rival Segro. The former Citigroup banker was a non-executive director of Bradford & Bingley before it collapsed.

Big no votes are also expected against M&S’s remuneration report and the report and accounts.

Small shareholders are expected to protest about the company’s decision to cut its dividend payments.

One institutional investor told the Sunday Times this weekend: “The situation has got more unstable. These are issues which have been festering away for a long time.

“Shareholders did not like Rose’s elevation to chairman and the way it was done and the worries have increased not gone away. People want to see the issues around the personalities on the board resolved.”

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