Governance structure development - House of Fraser

Dates: 1909-
Description: Governance structure development is the activity of developing and establishing the company's governance structure and rules.

Biographical history
The company's governance structure and rules were established in 1909, when the business was first registered as a private limited company, Fraser Sons & Co Ltd. They were established by Hugh Fraser, James Arthur Fraser and John Fraser, the first three directors of the company, in compliance with the Companies (Consolidation) Act 1908 and recorded by the Glasgow firm of solicitors, Holmes, Mactavish, Mackillop & Co, in the company’s articles of association (ref: FRAS 1). Any changes to the company's structure and rules had to be proposed by the board of directors and ratified by the shareholders in general meeting and recorded in the minutes (ref: FRAS 2). In 1941, Fraser Sons & Co Ltd formed a new company, House of Fraser Ltd, to act as a vehicle for future acquisitions. The company's governance structure and rules were established by the directors in accordance with the companies acts and recorded in the articles of association (ref: FRAS 12) by the company's solcitiors, who were, at this date, the Glasgow firm of Rosslyn Mitchell & Son. In 1947, Fraser Sons & Co Ltd was liquidated and its assets transferred to House of Fraser Ltd. New articles of association (ref: FRAS 14/1) containing the new governance structure and rules of House of Fraser Ltd were prepared by the company's solicitors, Mackenzie, Innes & Logan, of Edinburgh. Changes to the company's structure and rules had to be proposed by the directors and ratified by the shareholders in general meeting and recorded in the minutes (ref: FRAS 12, FRAS 4, FRAS 13). Changes were made and new articles adopted in 1972 (ref: FRAS 14/2) and 1982 (ref: FRAS 14/3-4). Both were drawn up by the Glasgow firm of solicitors, Maclay, Murray & Spens.

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.