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.