Sir Ken's final curtain

Due diligence is as important for a would-be non-exec as it is to an investor.

by Patience Wheatcroft, business and City editor of The Times
Last Updated: 31 Aug 2010

Blunkett the Musical failed to make it to the West End stage. Maybe Morrison the Opera would fare better. It has all the ingredients to inspire a modern-day Verdi or Puccini. An ageing monarch determined to extend his kingdom; fawning courtiers who dare not tell him that the exploit is doomed; younger rivals who would seize his territory; and a misunderstood hero, the wise man whose efforts to help the king put him at risk of banishment.

The librettist may feel the need to add some love interest: the monarch's worried young wife, perhaps, urging her husband to see sense and stay at home with her, could provide that. As with so many operas, the plot is a reworking of a familiar tale, yet Sir Ken Morrison seems to have come to it afresh, unaware that his extended reign was almost bound to end in tragedy.

He'd built a hugely successful business. From the tiny foundations of his father's grocery, Morrison created an iconic northern champion. The firm floated on the stock market, but the all-powerful boss had no time for all that corporate governance guff and would not fill his boardroom with non-executive directors.

Had he done so, they might have cautioned him against making a takeover bid for Safeway: his company had, after all, only ever bought the odd store, never a business with a price tag of several billion pounds. It is not certain, however, that a slate of non-execs would have stopped the septuagenarian from insisting that he was up to the task. Corporate governance police can demand the appointment of non-executives in at least equal number to executive directors, but they cannot make them bark.

When Lord Weinstock was in charge at GEC, he was as tyrannical as Sir Ken, although he had a chairman to watch over his work as chief executive.

The non-executives let him get on with building a wonderful business.

Once he'd decided to hand over to Lord Simpson of Dunkeld as CEO, the board seemed reluctant to interfere as cash-rich GEC turned into debt-laden Marconi - another tragedy of operatic proportions.

Marks & Spencer provides another case study in how a boardroom may look to fulfil all the criteria of the most discerning investor - but to absolutely no avail. There was little querying of Sir Richard Greenbury's strategy and no succession plan that would cope with the aftermath of his long stay at the top. In the ensuing chaos, the board seemed helpless as ill-suited executives wrought yet more damage.

It took a putative bid from Philip Green to produce positive changes and the recruitment of Stuart Rose as chief executive. Even then it was astonishing to see the non-executives embroiled in an ugly struggle over who should be chairman rather than providing the support Rose needs if he is to restore M&S to health.

Across the Atlantic at Morgan Stanley there was a textbook example of how numbers of non-executives don't necessarily equate to weight, no matter what their CVs might say. Morgan Stanley's Philip Purcell was ousted only after a group of former senior executives, still shareholders, decided to make a fuss about the failing leadership of the bank. The 'grumpy old men', as they were happy to be known, eventually won their scalp.

The board, however, despite boasting the leaders of both the London School of Economics (Sir Howard Davies) and the London Business School (Laura Tyson), was weighted with people who had long relationships with Purcell and were reluctant to turn against their man.

The dynamics of a boardroom are not always easy to divine from the outside, so conducting due diligence should be as important to a would-be non-exec as it is to an investor. David Jones would surely agree with that now.

Undoubtedly the hero of the Morrison story, he barely knew Sir Ken, let alone his colleagues, when he agreed to join the board in May 2004.

It was becoming clear that the Safeway acquisition had been far too big a step. Sir Ken had dispensed with the Safeway talent that might have helped him with the integration and was struggling to run what was now the country's third-largest supermarket business with his own small team.

He was persuaded to allow his first non-executives into the boardroom.

Duncan Davidson, chairman of housebuilder Persimmon, clearly did not like what he found and, 10 months later, made his exit. Jones, the chairman of Next, who had been horrified to see how Sir Ken ran his kingdom, agreed to step up to deputy chairman and try to instigate change.

It has been a bruising experience for him but, with other non-execs now installed, Jones is winning in the boardroom if not in the stores, where profit warnings have become a habit. He might still have hoped to work with Sir Ken to allow him to preserve his dignity, if not his role. But that is not how most operas end. Instead, the old king will have to be banished to make way for a younger saviour. The fawning courtiers will keep their silence. And the hero will make an honourable exit.

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