Governance - House of Fraser

Dates: 1849-
Description: Governance is the function of self-regulation and setting of the boundaries in which the company operates. It includes developing the company’s legal framework and ensuring compliance with all relevant legislation, developing the corporate governance structure and rules, and conducting the business of the corporate body and the executive committees in accordance with those rules.

Biographical history
The House of Fraser group had its foundation in the partnership between James Arthur & Hugh Fraser, which was formed in 1849. Between them, the two partners were responsible for the governance of the whole business. In 1865, the partnership was dissolved and a new partnership formed, between Fraser and Alexander McLaren. As before, the business was governed by the partners. On Hugh Fraser's death in 1873, James Arthur Fraser, Hugh's eldest son, was immediately assumed as a partner to govern the business alongside Alexander McLaren and his father's trustees. McLaren retired from the partnership in July 1875 and the business was renamed Fraser Sons & Co. The business continued to be governed by James Arthur Fraser and the trustees. Two of Hugh Fraser's other sons, John and Hugh Fraser, later joined the partnership, John in 1884 and Hugh in 1887. In 1894, the existing co-partnership was dissolved and the three brothers became sole partners, responsible, between them, for governing the business. In November 1905, John Fraser withdrew from the business followed, in February 1906, by James Fraser. Hugh Fraser was left in sole command. In 1909, Fraser Sons & Co was registered as a private limited liability company, becoming Fraser Sons & Co Ltd. In accordance with the Companies Acts, the company was governed by a board of directors, subject to ratification by the shareholders in general meeting. Hugh Fraser was the chairman of the board until his death in 1927, when his son, Hugh, took over. In 1941, Fraser Sons & Co Ltd formed a new company, House of Fraser Ltd, to act as a vehicle for future acquisitions. It was an independent company, governed by its own board of directors, which comprised Hugh Fraser and his secretary, Iris Estcourt. In actual fact, House of Fraser Ltd did not properly commence business until 1946. In 1947, Fraser Sons & Co Ltd was liquidated and its assets transferred to House of Fraser Ltd. Consequently, the board of directors of House of Fraser Ltd took over the governance of the entire House of Fraser business. Both Fraser Sons & Co Ltd and House of Fraser Ltd acquired a substantial number of companies. For many years, these companies continued to exist and function independently, as subsidiary or associated companies. Each was governed by its own board of directors. After each had been acquired, the existing directors were either replaced or supplemented by the chairman and/or one or more of the directors of Fraser Sons & Co Ltd or House of Fraser Ltd. Between 1967 and 1968, all the subsidiary companies, with the exception of the principal operating companies, were liquidated and their business absorbed by House of Fraser Ltd. In 1980, House of Fraser Ltd was restructured and, between 1980 and 1981, most of the remaining subsidiary companies were liquidated.

Act for the Registration, Incorporation and Regulation of Joint Stock Companies 1844; Act to Amend an Act for the Registration, Incorporation and Regulation of Joint Stock Companies 1847; Act for Limiting the Liability of Members of Certain Joint Stock Companies 1855; Joint Stock Companies Act 1856; Joint Stock Companies (Consolidation) Act 1862; Companies Act 1867; Limited Partnership Act 1869; Companies (Winding Up) Act 1890; Partnership Act 1890; Companies Amendment Act 1900; Companies Act 1907; Limited Partnership Act 1907; 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.