Corporate body management - House of Fraser

Dates: 1909-
Description: Corporate body management is the activity of managing the work of the corporate body or shareholders. It includes conducting and servicing meetings of the shareholders.

Biographical history
The corporate body first came into existence in 1909, when the business was registered as a private limited company, Fraser Sons & Co Ltd. In accordance with the Companies Acts, regulations governing the constitution and conduct of the company's general meetings were recorded in its articles of association (ref: FRAS 1). These stipulated that an ordinary meeting of the shareholders was to be held each year at a place and time determined by the board of directors. In addition, extraordinary general meetings could be called at any time by the board, either of its own accord or when requisitioned by any member or members who held in total at least one tenth of the share capital of the company. Notice of between seven and twenty-one days had to be given for both ordinary and extraordinary general meetings. It was the secretary’s responsibility to send a notice of the meeting to all shareholders. The notice had to express the time and place of the meeting and the general nature of any special business. At every general meeting, the chairman of the company, or, in his absence, a director elected by the other directors present, or a member elected by the other members present, took the chair. The quorum necessary for the transaction of business was two members present in person. At the start of each meeting, the secretary read out the notice calling the meeting and the auditors’ report. This was followed by the directors’ report, the statement of accounts, the sanctioning of any dividend recommended by the board, the re-election of directors and auditors and the fixing of their remuneration, and any special business. Questions were decided by a majority of those present or, if demanded, by a subsequent poll. The chairman had the casting vote. Any meeting could be adjourned by the chairman with the consent of the meeting. Minutes of the meetings were taken by the secretary and signed by the chairman. They were recorded in volumes which also included minutes of the meetings of the board of directors (ref: FRAS 2). The volumes were kept by the secretary at the company’s registered office at 12 Buchanan Street, Glasgow. The secretary also maintained a register of the members of the company and the number of shares held by each (ref: FRAS 6). 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 the constitution and conduct of its general meetings. These stipulated that no business was to be transacted at a general meeting except the declaration of a dividend unless a quorum of members was present. The quorum necessary for the transaction of business was at least two members present either in person or by proxy. In 1947, Fraser Sons & Co Ltd was liquidated and its assets transferred to House of Fraser Ltd. Consequently, the board of directors and secretary of House of Fraser Ltd took over the management of the corporate body of the whole business. New articles of association were registered at this time (ref: FRAS 14/1). These changed the quorum to five and the amount of share capital to be held by members wishing to call an extraordinary general meeting from one tenth to one twentieth. They also changed the period of notice for calling general meetings to twenty-one days for annual general meetings and fourteen days for extraordinary general meetings. At every annual general meeting, the chairman of the company, or in his absence, the deputy chairman or a director, took the chair. Minutes of the meetings of House of Fraser Ltd were taken by the secretary and signed by the chairman. They were recorded in volumes which initially also included minutes of the meetings of the board of directors (ref: FRAS 12, FRAS 13). As before, the volumes were kept by the secretary at the company’s registered office.

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.