THE MAN IN CHARGE

Sir Roy Gardner drives a Ferrari and is one of Britain's most respected bosses but he has escaped the spotlight during Malcolm Glazer's lengthy attempt to take over the club.

Manchester United's chairman knows that will now change. Glazer is back and it is Gardner who will mostly dictate United's response to the American. That may surprise United fans who regard the chief executive David Gill as the key boardroom figure. But Gill runs the club on a day-to-day basis; Gardner, 59, is United's leader on major corporate issues.

Such a division of roles between chairman and chief executive is standard at public companies and United, whatever the fans may wish, have to play by public-company rules.

After all, Gardner's appointment as part-time chairman in 2002 was designed partly to promote United in the City as a grown-up, responsible company that would not destroy its shareholders' wealth in the style of, say, Leeds United.

He has risen to the top of the corporate ladder by serving the interests of shareholders. Many thought Centrica was essentially bust when he took over in 1997 but he has taken the share price from 60p to a peak above 250p.

One boardroom colleague from Gardner's many jobs over the years thinks he is not about to ignore shareholders' interests at United. Yes, Gardner instinctively dislikes Glazer but can he really try to block some body willing to bid in cash, at 300p a share, a price the board has already admitted is fair?

The former colleague says: "Roy certainly will consider the future of the club in his heart but will weigh his view on value for shareholders in his head. That's the balance. He will understand his obligations and at the end of the day he would make sure shareholders are certainly rewarded.

"Manchester United has been a large part of Roy's personal life. It was a childhood ambition to be involved with the club, so being chairman has been a dream come true and he will not want it to go wrong. But, Roy being Roy, he will understand where his personal responsibilities lie."

That does not sound encouraging for United's anti-Glazer fans but so far Gardner has found room for manoeuvre.

He has delighted fans' groups with his opposition to Glazer's planned use of heavy borrowing - thought to be £300m in the latest proposal. He also seized on the discovery by Freshfields, United's lawyers, of an almost forgotten legal case that ruled that directors' primary responsibility is to the company, not its shareholders.

Gardner is also aware that the term "shareholders' interests" is a slippery concept at United. His investors at Centrica may be interested in nothing other than profit but most of United's shareholding fans - a small but not insignificant group - would prefer independence.

One of Gardner's advisers says: "Clearly he loves Manchester United but the most important job in his life is Centrica. Roy is not going to be sentimental about this. He is in a very different position from Gill and he is going to be very careful. He can't be seen to be anything other than independent.

"But at the same time there is a very different type of shareholder at United. There are lots of people who are not simply interested in value."

Indeed, on appointment as chairman, Gardner backed the efforts of Peter Kenyon, chief executive at the time, to improve the board's relations with Shareholders United.

The fans' group chairman, Nick Towle, says: "We have only dealt with Gardner once and that was on the issue of a supporters' trust. He was very supportive and saw a lot of merit in what we were proposing."

Such debates became largely irrelevant when the Irishmen JP McManus and John Magnier, and then Glazer, started buying shares. For the past year Glazer's takeover plans have dominated the agenda.

If Gardner's guiding hand has been hard to detect during the saga, that is the way he would prefer it. Centrica paid him an £846,000 salary and £701,000 bonus last year and its shareholders have been known to ask whether United is a distraction from the day job. There is no evidence of that but it would be natural for United to command more of his time over the next few weeks. A formal board response will be required only when, and if, Glazer launches a formal takeover offer but every indication suggests that is the way the American will go.

There could be a week or two of negotiations between respective City advisers before then. When the crunch comes, the best guess is that Gardner and his fellow directors will tread a fine line. They could say they do not support Glazer's takeover but that they have won a few concessions and that shareholders should have the chance to decide whether to accept 300p.

That would place the ball firmly in the court of McManus and Magnier, whose 29% stake would make or break Glazer's bid. The Irishmen will not welcome being put on the spot but they should expect it. Gardner knows that ultimate power in any public company lies with the owners.