A miserable failure - at a cost of £10m

Stuart Rose, the M&S boss, had better have something very good up his sleeve to tell expectant shareholders a week tomorrow. First, Philip Green is this weekend being urged by his advisers to steal Rose's thunder by slapping a 'take it or leave it' offer on the table early this week.

As was the case with WH Smith, however, the £670 million black hole in the M&S pension fund and the ability of its trustees to demand it be plugged immediately is a potential deal breaker.

Green is rich. He has raised an enormous amount of money to bid for M&S - close to £12 billion all told. And this weekend he is clearly ready to sweeten the 370p-a-share offer he has already indicated he is willing to pay.

But even the billionaire Green --backed by riches from the likes of Goldman Sachs - will balk at the prospect of topping up an improved offer with the equivalent of another 30p a share to close the pension fund gap.

Second, as Rose gets ready to unveil his strategic masterplan for the besieged retailer, there will be another humdinger of a spectacle vying for the City's attention.

This will be the annual meeting of the even-more embattled Sainsbury's, which last week ditched chairman Sir Peter Davis.

The disaster over which Davis presided --and, yes, I accept the business was pretty much on the skids when he took the helm four years ago - is well known to Financial Mail readers.

Yet, for the miserable failure of almost everything he attempted during that time at what used to be Britain's premier grocer, Davis extracted a cool £10 million. He eventually went because he refused to give up much of a totally undeserved bonus of £2.4 million.

His departure comes as a welcome relief - though the get-tough shareholders who eventually forced his exit have only themselves to blame for his egregious financial swan song, as they agreed the flaccid performance package and the appointment of the supine and indulgent nonexecutives who gave him such a huge discretionary windfall.

Sainsbury's is now in the process of trying to expunge references to Davis's pay package from the AGM voting agenda. It is, though, far from clear - not least to this most out-oftouch-company - whether investors will buy it, particularly after two profits warnings in four months, with the likelihood of more to come as well as a cut in the dividend.

The meeting will be chaired by senior independent director Lord Levene, last seen scurrying around the City trying to mollify shareholders by offering to give ten% of Davis's grotesque package to charity.

Levene is up for re-election and could - and should --attract a sizeable protest vote. The remuneration strategy should also face substantial opposition --though, sadly, the head of the remuneration committee, Keith Butler-Wheelhouse, will not face a vote.

It should certainly be an eyeopener for new chief executive Justin King, who ill-advisedly described Davis as a 'model chairman', and Davis's hastily installed successor Philip Hampton, who will fly back from the beaches of Thailand to attend. Ironically, Sainsbury's should at least have been able to indulge in a little schadenfreude --despite its loss of market share - after Friday's profits warning from rival Morrisons, whose acquisition of Safeway is looking a tad wobbly.

It cannot have come easy to Sir Ken Morrison to issue the first profits warning in his company's history. Clearly, once he got his hands on Safeway, he discovered a dog's dinner that will be far harder to turn round than expected. Indeed, industry wise-heads remain concerned that Morrisons lacks the boardroom strength for the task - and attention is beginning to focus on the stature of finance director Martin Ackroyd, there since 1987.

Despite cutting Safeway's prices by about 15% - still dearer than Tesco and Asda, but a heap cheaper than in the past - the message has still not percolated through to enough shoppers, even though most goods in Safeway stores now carry the Morrisons label.

The disposal of smaller Safeway stores now looks on the cards and the name will disappear. But former Safeway executives tell me that this is in all likelihood a short-term hiccup. They reckon the hugely conservative Ken Morrison was at his miserly finest with the synergy savings he promised shareholders.

So it's just a question of how long investors have to hold their breath. Tesco and Asda willing, of course.