The HOUSE OF FRASER Archive

Company: House of Fraser Ltd House of Fraser plc House of Fraser Ltd

Company name: House of Fraser Ltd
Company name: Board of Directors
Dates in business: 2006-

Earlier name: Company name: House of Fraser plc
Company name: Board of Directors
Dates in business: 1982-2006

Earlier name: Company name: House of Fraser Ltd
Company name: Board of Directors
Dates in business: 1941-1982

Locations:
  • Glasgow, Scotland

The board of directors was responsible for conducting and managing the whole business and affairs of the company, subject to the control of the shareholders in general meeting.

The board's powers included the power to borrow or raise any sum of money, to create or issue bonds, mortgages or charges on the company's undertaking, property and uncalled capital, to issue debentures and other securities for any debt, liability or obligation of the company, to make, draw, accept, endorse and negotiate promissory notes, bills and cheques, to invest or lend any funds of the company not required for immediate use and to sell, let, exchange or dispose of any property or privileges of the company. The board had to keep registers of directors and secretaries, members, mortgages and charges and directors’ share and debenture holdings. They also had to keep accounts, to comply with legislation. In addition, they had to lay before the annual general meeting profit and loss accounts, balance sheets, group accounts and reports as necessary.

The directors could delegate any of their powers, except the power to make major financial decisions, to committees. The meetings and proceedings of these committees were governed by the same provisions regulating the board meetings. The directors could also appoint any one or more of their number managing director or manager, or any one or more of their number or any other person director or managing director of any company in which House of Fraser held shares.

Any director was allowed to hold any office of profit under the company except the office of auditor.

Management of company

In 1941, the number of directors of the company was set at no less than two and no more than seven. In December 1947, the company registered new articles of association. The number of directors was now set at no less than three and no more than seven. In 1972, the articles of association were revised. The number of directors was now set at no less than three and no more than twelve. In 1976, the articles were amended to set the number of directors at no less than three and no more than fifteen. In 1982, when the company was re-registered as a public company, the number of directors was changed to not less than three and no more than eighteen.

Company history

On the incorporation of the company in 1941, the directors were Hugh Fraser, who was the chairman and managing director, and his secretary, Iris Estcourt. On 23 December 1947, Iris Estcourt resigned from the board and Elson Gamble, Alfred Spence and Robert Keenan were appointed directors.

In 1960, Hugh Fraser junior was promoted to be assistant managing director. In 1965, he was appointed deputy chairman and in 1966, on the death of his father, he was elected chairman. Elson Gamble was appointed deputy chairman.

In 1972, Elson Gamble retired and was replaced as deputy chairman by Lord Redmayne.

In 1973, Bill Crossan was appointed assistant managing director and subsequently managing director.

In 1974, Robert Midgely was appointed joint deputy chairman with Lord Redmayne. In the same year, Tiny Rowland, the managing director of Lonrho, became a non-executive deputy chairman and Lord Duncan-Sandys, the Lonrho chairman, became a non-executive director. In October 1974, the board established a management committee under the chairmanship of Bill Crossan to scrutinise the monthly statistical returns from the stores in advance of the main board meetings. The committee quickly extended its brief to include a review of the operations of the group as a whole and in May 1976, it became responsible for the day to day administration of the company, leaving the board to concentrate on corporate planning and policy.

In 1978, Lord Redmayne retired. In August 1980, Roland Smith, Professor of Marketing at the University of Manchester Institute of Science and Technology, joined the board and became sole deputy chairman. At the same time, an executive committee was formed to take charge of the day to day management of the business.

In 1981, Sir Hugh Fraser was removed as chairman of the company and replaced by Professor Smith. Sir Hugh remained an executive director until February 1982 when he resigned from the board.

In June 1986, Professor Smith resigned as chairman and was replaced by Ali Fayed.

Records held for House of Fraser Ltd:

FRAS 11
Title: Prospectuses
Date: 1948, 1994
FRAS 3
Title: Annual report and statement of accounts
Date: 1948-1995
FRAS 707
Title: Chairman's statement and interim statement of accounts for 26 weeks to 30 July 1983
Date: September 1983
FRAS 12
Title: Minutes of meetings of board of directors and general meetings of shareholders
Date: 1941-1961
FRAS 4
Title: Minutes of meetings of board of directors
Date: 1980-1985
FRAS 9
Title: Minutes of meetings of executive committee of board of directors
Date: 1980-1983
FRAS 8
Title: Minutes of meetings of committee of directors appointed to discuss takeover bid by Lonrho plc
Date: 1980-1984
FRAS 5
Title: Directors' attendance book
Date: 1980-1984
FRAS 708
Title: Report to board of directors on Harrods demerger proposal
Date: March 1983
FRAS 746
Title: Report by Monopolies and Mergers Commission on acquisition by Co-operative Wholesale Society Ltd of Scottish funerals business of House of Fraser plc
Date: October 1987
FRAS 7
Title: Registers of directors' share and debenture interests
Date: 1961-1981
FRAS 717
Title: Progress reports to employees
Date: 1978-1984
FRAS 718
Title: Message to employees from Professor Roland Smith, chairman of House of Fraser Ltd
Date: 1981

Related People and Companies:

Name: Fraser, Hugh, 1903-1966, 1st Baron Fraser of Allander
Dates of connection: 1941-1966
Connection type: Fraser was chairman of the board of directors from 1941 to 1966.
Name: Fraser, Sir Hugh, 1936-1987, 2nd Baronet
Dates of connection: 1953-1981
Connection type: Fraser was chairman of the board of directors from 1966 to 1981.
Name: Smith, Sir Roland, 1928-2003, academic and businessman
Dates of connection: 1980-1986
Connection type: Smith was chairman of the board of directors from 1981 to 1986.
Name: Keenan, Robert G., d 1961, retailer
Dates of connection: 1947-1961
Connection type: Keenan joined the board of directors of House of Fraser Ltd in 1947.
Name: Gamble, Elson, fl 1937-1972, retailer
Dates of connection: 1947-1972
Connection type: Gamble joined the board of directors of House of Fraser Ltd in 1947 and was appointed deputy chairman in 1966.
Corporation name: House of Fraser Ltd
Dates of connection: 1941-
Corporation name: House of Fraser Ltd | Board of Directors | Executive Committee
Dates of connection: 1980
Connection type: The executive committee was established by the board of directors in 1980.
Corporation name: House of Fraser Ltd | Secretary
Dates of connection: 1941-

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