Executive committee management - House of Fraser

Dates: 1909-
Description: Executive committee management is the activity of managing the work of the board of directors. It includes appointing members of the board and conducting and servicing its meetings.

Biographical history
The first board of directors was appointed in 1909, when the business was registered as a private limited company, Fraser Sons & Co Ltd. The first directors, Hugh Fraser, James Arthur Fraser and John Fraser, were named in the company's articles of association (ref: FRAS 1). Vacancies in the board were filled by the board itself or by the company in general meeting. The remuneration of the directors was fixed by resolution of the company in general meeting. A meeting of the board could be called at any time by the chairman or any two directors, by giving two days' notice to the other directors. The quorum necessary for the transaction of business was two directors unless otherwise determined by the board. Hugh Fraser’s concurrence, however, was necessary for the validity of any resolution of the board. The minutes of board meetings were taken by the secretary and signed by the chairman. They were recorded in volumes which also included the minutes of meetings of the shareholders (ref: FRAS 2). The volumes were kept by the secretary at the company’s registered office at 12 Buchanan Street, Glasgow. In 1941, Fraser Sons & Co Ltd formed a new company, House of Fraser Ltd, to act as a vehicle for future acquisitions. House of Fraser Ltd was an independent company with its own articles of association (ref: FRAS 12) governing governing meetings of the board and the appointment and remuneration of the directors. The first directors, Hugh Fraser and Iris Estcourt, were named in the articles. Meetings of the board were held as required and the quorum necessary for the transaction of business was two. Minutes of these meetings were recorded by the secretary and signed by the chairman. They were recorded in volumes which initially also included the minutes of meetings of the shareholders (ref: FRAS 12). As before, the volumes were kept by the secretary at the company’s registered office at 12 Buchanan Street, Glasgow. All directors, except the managing director, were obliged to retire at the annual general meeting but were then eligible for re-election by the members of the company. Anyone wishing to be elected a director, except a retiring director, had to give five days' notice to the secretary before the annual general meeting. The remuneration of the directors was determined by the company in general meeting. Expenses were paid out of the company's assets. In 1947, Fraser Sons & Co Ltd was liquidated and its assets transferred to House of Fraser Ltd. At the same time, House of Fraser Ltd registered new articles of association (ref: FRAS 14/1). Changes were made to the regulations governing the election of the directors. A qualification of a holding of shares of the company of a nominal value of at least £250 was set and the period of notice for anyone wishing to be elected to the board was changed to at least four and no more than seven days. At each annual general meeting, the two longest serving directors, excluding the managing directors, had to retire but were then eligible for re-election. Each director was to receive £200 per annum remuneration and any additional sum agreed at the general meeting. Meetings of the board continued to be held as required and could be summoned by the chairman, any director or, subject to the directions of the directors, the secretary or any other officer. The directors had the power to determine the quorum at each meeting. Questions were decided by a majority of votes, with the chairman having a casting vote. Minutes had to be kept of all resolutions and proceedings of committee meetings and to be signed by the chairman of the meeting. A register of the directors present at each meeting of the board and its committees also had to be kept. The articles of association were revised in 1972 (ref: FRAS 14/2). The period of notice for anyone wishing to be elected to the board was changed to not less than four and no more than fourteen days before the annual general meeting. Any director had the power to appoint an alternate director, to perform all his functions in his absence. In 1976, the articles were amended (ref: FRAS 14/2). The number of directors having to retire at each annual general meeting was changed to one third of the total number, or the number nearest to but not exceeding one third.

Companies (Consolidation) Act 1908; Companies (Particulars as to Directors) Act 1917; Companies Act 1928; 1929 Act to Consolidate the Companies Acts 1908 to 1928; Companies Act 1947; Companies Act 1948; Companies Act 1967; Companies Act 1976; Companies Act 1980; Companies Act 1981; Companies Act 1985; Companies Act 2006.