John Lewis Partnership plc annual report and accounts 2012


Elected directors


The five elected directors are all Partners and although not independent are members nominated by the Partnership Council (the representative body of all of the members of the Partnership).


The Partnership Council agreed in 2009 that the term of office for the Elected Directors should be extended from a period of two years to three years, to take effect from the Partnership Council elections in 2012.


The Partnership Council held elections in March 2012 in which Kim Lowe was re-elected as a director of the Partnership Board. Johnny Aisher and Anne Buckley did not stand for re- election and will therefore resign from the Partnership Board with effect from 3 May 2012. Simon Fowler and Tony Probert will also resign from the Partnership Board with effect from 3 May 2012. Steven Gardiner, Daniel Smith, Kevin Payne and Noel Saunders were elected as directors with effect from 3 May 2012.


Non-executive directors


 Baroness Hogg and David Anderson were appointed as non-executive directors with effect from 7 February 2011.


The non-executive directors are appointed for an initial term of three years, which may be renewed subject to satisfaction on the part of both the directors concerned and the Board. The terms and conditions of appointment of the non-executive directors are available on request from the Director of Legal Services and Company Secretary.


Non-executive directors bring external experience and independence to the Board’s deliberations.


The Board reviews the independence of all non-executive directors annually and has determined that David Barclay, Baroness Hogg and David Anderson continue to be independent and have no cross-directorships or significant links which adversely interfere with the exercise of their independent judgement. All directors are required to declare pertinent interests and absent themselves from any discussion that might give rise to a conflict of interest. The non-executive directors are not Partners and therefore are not afforded voting rights in relation to Board decisions. They are not eligible to receive Partnership bonus or other benefits, and are not members of the Partnership’s pension schemes, thereby underlining their independence.


Partners’ Counsellor


 The Partners’ Counsellor monitors and upholds the integrity of the business, its values and ethics as enshrined in its Constitution. He is a member of the Board and performs part of the role of senior independent director in so far as his role involves interaction with Partners, as co-owners of the business. For the purposes of the Code, the element of the role of senior independent director, being to act as a sounding board for the Chairman on business issues, resides with the Deputy Chairman. The Partners’ Counsellor supports the elected directors in their contribution to the Board as representatives of the Partners. The Partners’ Counsellor convenes meetings regularly with the elected and non-executive directors, without other executive directors being present.


Directors’ responsibilities


 The Statement of directors’ responsibilities in relation to the financial statements is set out on page 81.


Internal control


The directors have ultimate responsibility for the Partnership’s systems of internal control, including risk management, and also for reviewing their effectiveness. In recognition of that responsibility, the directors set policies and seek regular assurance that the systems of internal control are operating effectively. Strategic, commercial, operational, financial and health and safety risk areas are all included within the scope of these activities.


The systems of internal control are designed to manage, rather than seeking to eliminate, the risk inherent in pursuit of business objectives. In pursuing these objectives, internal controls can only provide reasonable, and not absolute, assurance against material misstatement or loss. The directors have recently reviewed the effectiveness of the Partnership’s systems of internal control for the accounting period covered by this report.


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