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Giant US pension fund votes against Marks & Spencer CEO

Florida’s SBA casts vote against re-election of Marc Bolland at today’s AGM

The Florida State Board of Administration, the state agency which controls some $155bn (€110.8bn) of assets, has voted against re-electing Marks & Spencer Chief Executive Marc Bolland as a director at the retailer’s annual general meeting today, citing governance concerns.

The fund has also voted against the appointment of new Executive Director Laura Wade-Gery as a director at the meeting. It also did not back the reappointment of PricewaterhouseCoopers as auditor, nor authorise M&S to call an extraordinary general meeting with two weeks’ notice.

Interestingly, given the focus on executive pay at the moment, the SBA voted to approve the company’s remuneration report.

“In short, we voted against CEO Marc Bolland because he is a member of the Nominating Committee – in essence nominating his own supervisors,” said SBA Communications Director Dennis MacKee.

He added the fund voted against Wade-Gery as she is an insider and not independent, following advice from proxy firm Glass Lewis.
Although Glass Lewis only advised voting against Wade-Gery and not Bolland, MacKee said both ‘Against’votes are covered by the SBA’s proxy voting guidelines.

An M&S spokesperson declined to comment. Results from the vote will be announced later.

Separately, proxy firm ISS (Institutional Shareholder Services) had advised approving the remuneration report and voting in favour of all directors and resolutions, saying M&S has returned to a traditional governance structure with a separate Chairman and CEO. But it did flag up that the recruitment awards to two new executive directors and a termination payment to former Executive Chairman Sir Stuart Rose “may attract attention” at the AGM.

Rival PIRC had advised investors to oppose the company’s remuneration report – citing concerns over the “excessiveness” of its remuneration practices, although it did recommend voting for Bolland and Wade-Gery.

During the 2010 fiscal year, the SBA voted on 3,568 company proxies covering more than 28,000 individual voting items – with 26% of all votes cast being against the management recommendation.

M&S last faced significant scrutiny from institutional investors in 2008/9 over the role of then chairman and chief executive Rose.