Not just any mess, an M&S mess
There has barely been a moment in the past 12 years or so when Marks & Spencer hasn't been in some kind of boardroom crisis.
From Greenbury, to Salsbury, to Vandevelde, to Holmes, to Myners, to Burns, and finally Rose, this company seems to find it impossible to pick chairmen or chief executives without sparking controversy and alienating important groups of shareholders.
If Harvard Business School wants to do a case study of how not to do succession planning, Marks would be it. How different from all those decades when Marks was the definitive Harvard case study of how to run a retailer.
I used to think M&S governance difficulties stemmed largely from the painful transition it made more than 25 years ago from being a family-controlled business into a mainstream, institutionally owned company.
Now I just fear that the directors have been cursed by a witch who was refused a refund on saturnine underwear.
Anyway M&S went against corporate governance best practice in 2008 (for at least the third time in a decade) when Stuart Rose added the responsibilities of being chairman to his existing role as chief executive.
The board felt that was the best way of preparing for his eventual departure. Many shareholders disagreed.
More than a year later the tension between the owners and the managers is coming to a head in a vote at tomorrow's annual meeting.
A resolution requisitioned by the Local Authority Pension Fund Forum calls on the company to appoint a new independent chairman by July 2010.
To employ the kind of language that was current in the City when I became a journalist in the early 1980s, this represents a discourteous gesture against Stuart Rose - since he is planning to retire in July 2011.
In the event that most shareholders were to vote for the LAPFF motion, Rose would almost certainly feel he had to quit now, because the owners would be pronouncing a negative judgement on his leadership of the group.
He wouldn't be legally obliged to go, because the vote is - apparently - not binding on the board. But it's simply impossible for any executive to stay in place when he or she has lost the confidence of the owners.
And if Rose himself weren't minded to go (but he's a proud man, and I'm sure he wouldn't cling on), the non-executives couldn't ignore the revealed preference of the owners. They would have to ease him out.
Two questions follow.
Would shareholders be well served by the premature departure of Rose?
And how likely is it that a majority of them will back the LAPFF resolution?
Ejecting Rose now doesn't look an especially rational thing to do.
First, very few shareholders would argue that he's been a failure. He's had his ups and downs since becoming chief executive in 2004, but most would say M&S is stronger for his tenure. And the last set of figures indicated that the business may be over the worst of the current recession.
Also it's worth investors dwelling for a second on quite how dark a place the business was in before he arrived.
If he were to go now, the UK's largest clothing retailer would be rudderless for an indeterminate period.
By contrast, M&S has promised to find a new rudder - a new chief executive - in an orderly fashion next year.
So it is possible to characterise the LAPFF position as a preference for finding a chief executive in panicky hurry rather than in a methodical and sensible fashion (the LAPFF would of course say that it wouldn't want Rose to evacuate the building immediately).
Which brings us to the question of how investors will vote when it comes to it.
Well, there's bound to be a significant vote in favour of the LAPFF motion.
But I suspect it won't quite get a majority.
What will then be intriguing and important is how many abstentions there are and how the non-executives interpret those abstentions - whether they deem them as irrelevant or as de facto votes of no confidence in Rose.
From what I can gather, the non-execs will rally round Rose so long as the LAPFF doesn't win.
But that is what Margaret Thatcher expected her cabinet colleagues to do after she won her indecisive victory in the first round of voting in the 1990 election for leadership of the Tory party. And something quite different happened.
To coin that awful cliche, this isn't just any mess, it's a very special and very characteristic M&S corporate-governance mess.