An object lesson in AGM management

 

 

The Marks and Spencer AGM on Wednesday 8^th July was an object lesson in how to run  a shareholders meeting. The arrangements weren’t entirely perfect – so many shareholders turned out that not everyone could be issued with a voting gizmo – but in terms of stage management, it could not have been bettered. It could have been called  the Stuart Rose (Finest) Hour – except that someone else has already appropriated the soubriquet “Finest’ of course.

 

Middle England turned out in droves to pack the Festival Hall – descending on the free lunch like a plague of locusts, stuffing themselves silly with egg and cress or BLT sandwiches, gathered up in clumps lest someone lese get them first; laughing uproariously  -- with not at --  the half-wit shareholders who think that any AGM is a chance to display their comic talents in asking questions; and swooning at the debonair charmer who, as he frequently reminds them, is their chairman of their company. (Although a moment’s reflection on that would have revealed the fatuity of the claim).

 

Sir Stuart Rose found common cause at every opportunity to side with the private shareholder – part huckster; part noble leader; part ‘simple man merely trying to do an honest job’, he evoked the same sort of admiration that the geriatric Middle Englanders used to  reserve for Mrs Thatcher.  He recited like a mantra the core values of M&S – quality; value; honesty – all things that the shareholders remember dimly from an earlier time. The enemy – by common consent of the majority of the private shareholders -- was to be found in the City, where whiz-kids who had never run anything were intent on snapping at the ankles of this retailing giant. The chairman of the LAPFF who requisitioned (something sinister in that term, underlined by the curl in Sir Stuart’s lip as he said it) the doomed resolution 16 asking for some greater observance of corporate governance principles, ran a close second.

 

The warm-up act for Sir Stuart was his finance director, Ian Dyson – for many in his geriatric audience an improbably youthful bean-counter to be holding such an elevated position. His thin-lipped dissertation on the year’s financial results  shot over the heads of the vast majority of shareholders like a flock of migratory ducks. Dyson’s ten-minute interlude spoilt the Stuart Rose Hour for the majority of the shareholders and his lapse into management speak – Like-for-like sales; ‘a truly multi-channel retail offering’ (in other words stores and mail order)  -- caused a restive murmur. Time for Sir Stuart to come on again, bring on his clothes rail and make some decorously risqué jokes.

 

Few questions challenged the board – or rather were allowed to challenge the board; Rose fielded whatever was asked  and defended his fellow-directors by not allowing anything to get past his straight bat to discomfort them. Shareholders’ questions were deflected – “I hope you agree I have answered that”; any hint of criticism was smothered or batted down through avoidance, obfuscation – or humour. Rose played the meeting like a violin. No one pushed home a secondary question; those who did have any sensible points did his work for him by asking multiple-clause questions, bundling four trivial points around a single  significant one or fluffing their lines.

 

The meeting’s temper was short with anyone who appeared to have some brains; a decent point or a foreign accent. The more facile and stupid the question the more cosy and familiar the terms in which it was couched and the warmer the reception it received from fellow-shareholders. The nasty side of the English lower middle classes -- superior and smug, without having anything to be superior and smug about except their smugness – was only fractionally below the surface. They would resent the term Poujadist if they knew what it meant – but it describes them exactly.

 

For a student of governance the meeting provided conclusive proof that the small shareholders deserve everything that they don’t get. Instead of demanding  a chance to exercise some real power they merely want a day out. They are content to stuff their faces with a crinkly sandwich, drink a glass of warm white wine, sip at cup of stewed tea and then go home thinking that  they have performed their duty as shareholders, clutching the party-bag they have been given as they leave; they go home thinking that corporate democracy is alive and well.

 

Shareholders like that  are not decent moderate people; they are bovine. They are not temperate, tolerant and thinking which is what shareholders should be: they are simply lazy and smug. They deserve chairmen like Stuart  Rose, who only play by the rules when it suits them. Stuart Rose’s recitation of M&S’s mantra -- quality; value and honesty -- may apply to the business but not to fair dealing with the shareholding principles of the Combined Code. Come on -- the man’s a grocer for goodness sake.