John Lewis Partnership plc annual report and accounts 2012

Directors’ report continued

There is a formal schedule of matters reserved for the Board by means of which it oversees the Partnership’s affairs. The Board is assisted in carrying out its supervisory and assurance responsibilities by its committees. Responsibilities and terms of reference of the principal committees are described below. The Board also delegates authority to ad hoc committees to facilitate finalising matters within agreed parameters.

Senior executives attend Board meetings as appropriate to support proposals on policy setting, investments and the results and strategies of their business units. Board members are given appropriate and timely documentation in advance of each Board and committee meeting. In addition to formal Board meetings, the Chairman maintains regular contact with all directors through meetings of the Chairman’s Committee and informal meetings with the elected, non-executive and executive directors and senior leadership group of Partners.

Graph showing Board meeting attendance during the year

Chairman and executive directors

 Under the Partnership’s Constitution day to day management of the business is delegated by the Partnership Board to the Chairman. The Executive Chairman role reflects the terms of the Constitution. The Chairman’s responsibilities are clearly defined under the Partnership’s governance structure and include responsibility for developing the distinctive character and democratic vitality of the Partnership, the leadership and management of the Partnership and the execution of the strategy approved by the Board. Although the executive nature of the Chairman’s role is not in compliance with the Code, this structure provides for the Chairman to be accountable to both the Board and to the Partnership Council constitutionally. The Partnership Council has opportunities throughout the year to hold the Chairman to account, thus there are two levels of scrutiny in place.

The Chairman is assisted in the day to day management of the business by the Chairman’s Committee comprising the Partnership Board’s executive directors: the Chairman, the Finance Director, the Director of Personnel, the Managing Director, Waitrose, the Managing Director, John Lewis, and is also attended by the Director of Partnership Services and the Partners’ Counsellor.

The Chairman’s Committee meets frequently as an informal committee to develop strategy, business plans and budgets and review major operational and management issues, financial results and forecasts and proposals for investment and development of the Partnership’s businesses.

The Chairman delegates the day to day management of the Waitrose and John Lewis trading divisions to the two Managing Directors, and that of the Partnership Services division to the Director of Partnership Services.

Executive Directors

 The Partnership announced the retirement of Marisa Cassoni, Finance Director, in September 2011. Marisa will step down as Finance Director and from the Partnership Board on 31 May 2012. Helen Weir joined the Partnership on 1 April 2012 and will formally assume the role of Finance Director and join the Partnership Board on 1 June 2012.

Executive directors of the Partnership Board do not stand for re-election as recommended by the Code but, as co-owners of the business, Partners are given opportunity, through Forums and Council meetings, at which to hold the executive directors responsible.

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