Andrew Fisher, a NED at M&S since 2015, learned late in the recruitment process that M&S intended to hire Alison Dolan as chief financial officer.
Dolan was financial chief at Rightmove, the property listings portal Fisher has chaired since 2020, before being swiped by M&S.
Fisher was blindsided by M&S' decision to recruit Dolan, Sky News reported (6 June).
David Liddle, founder of the commercial mediation consultancy the TCM Group, suggested HR does not have an obligation to share its recruitment decisions with its governance board.
He told HR magazine: “The hiring process should rightly be confidential and not subject to third-party interference. It is right that the details are not disclosed.”
However, the case shows that HR should include non-executive directors beyond the corporate governance code, commented Steve Nicholls, managing director at Coaching Company Executive Connexions.
Speaking to HR magazine, he said: "The M&S situation underscores the need for HR to be proactive in board engagement. It's not just about compliance with the UK Corporate Governance Code or Companies Act, it's about fostering a culture of trust and transparency.
"HR should view NEDs as partners in governance, not just statutory requirements. While UK law doesn't mandate NED involvement in every decision, best practice and corporate governance guidelines emphasise transparency, particularly in matters like senior appointments."
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Fisher will step down from the board of M&S in early July, Sky News reported (6 June), which will cut his tenure as senior independent director short.
His resignation comes after the retailer's co-CEO Katie Bickerstaffe stepped down (7 March) to pursue a portfolio career that included a role on the board of Kingfisher, the parent company of B&Q.
Nicholls added that HR have a responsibility to maintain relationships with their governance. He continued: "HR plays a pivotal role in managing these relationships, preventing conflicts through clear policies and open communication, and resolving disputes through established governance mechanisms."
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HR could also create a resolution framework for when conflict arises with their governance board, Liddle suggested.
He continued: “HR should develop a resolution framework which can be used for resolving complaints and conflicts within and across the organisation. The resolution framework can be used to resolve conflicts and concerns across the workforce as well as at board level.
“By encouraging a proactive and constructive remedy to conflict, HR is supporting the development of a transformational culture, a culture which is fair, just, inclusive, sustainable and high performing.”
