John Lewis Partnership plc annual report and accounts 2012

Directors’ report continued

Board effectiveness

 On joining the Board, directors are given background information describing the Partnership and its activities and they also receive an induction pack of information relating to the business. Meetings are arranged with appropriate senior personnel, as well as site visits taking place. Training seminars are held for the Board with recent topics covering Data Protection, Corporate Governance, Anti Bribery and Corruption and Competition Law. External training is arranged as appropriate.

Board evaluation

 In accordance with the recommendation of the Financial Reporting Council, the Board has decided to carry out an external evaluation for the period under review and instructed Board Intelligence to assist in this process. The outcome of the evaluation will be reported in the Annual Report and Accounts 2013.

Independent professional advice

The Board has approved a procedure for directors to take independent professional advice, if necessary, at the Partnership’s expense. No such advice was sought by any director during the year.

Insurance

 The Partnership maintains directors’ and officers’ liability insurance which provides appropriate cover for any legal action brought against its directors.

Directors’ interests

Under the Constitution of the Partnership, the directors, apart from the three non-executive directors, as employees of John Lewis plc, are necessarily interested in the 612,000 Deferred Ordinary Shares in John Lewis Partnership plc which are held in trust for the benefit of employees of John Lewis plc and of certain other companies.

No director has, or had, a material interest in any contract or arrangement to which the company or any subsidiary is, or was, a party.

External directorships of executive directors

The Remuneration Committee has approved a policy relating to the holding of external directorships. The Board considers that executive directors can gain valuable experience and knowledge through such appointments.

The external directorships of the executive directors and the other directors during the year and at the date of this report are listed on page 28.

Board committees

The principal committees of the Partnership Board are the Audit and Risk Committee, the Remuneration Committee and the Chairman’s Nominations Committee. Each committee has written terms of reference agreed by the Board and reviewed annually.

Audit and Risk Committee

The Audit and Risk Committee is chaired by Jeff Hewitt, an independent external committee member who, for the purpose of fulfilling the requirements of the UK Corporate Governance Code, is considered to hold recent and relevant financial experience. In addition to the Chairman, the members are the three non-executive directors, David Anderson, David Barclay and Baroness Hogg together with the Partners’ Counsellor, Patrick Lewis, and two of the five directors elected by the Partnership Council, chosen by that group, currently Johnny Aisher and Simon Fowler. David Anderson and Baroness Hogg joined the Committee on 5 July 2011. Directors’ attendance at meetings throughout the year is shown in the table.

Graph: Committee in July 2011, so were only eligible to attend two out of four meetings.

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