John Lewis Partnership plc Annual Report and Accounts 2014


59


NON-EXECUTIVE DIRECTORS


The Non-Executive Directors at the date of this report are Denis Hennequin, Baroness Hogg and Keith Williams.


Baroness Hogg’s term of office was extended until September 2014.


After the year-end, David Anderson and David Barclay resigned from the Board.


Denis Hennequin and Keith Williams were appointed as Non-Executive Directors on 1 March 2014 for an initial term of three years. Together, they bring external, independent and objective judgement to the Partnership Board.


The letters of appointment of the Non- Executive Directors are available on request from the Director of Legal Services and Company Secretary.


The Non-Executive Directors and the Elected Directors met together without the Executive Directors as required by the Code, led by the Partners’ Counsellor.


The Partnership Board reviews the interests of all Non-Executive Directors annually and has determined that Baroness Hogg continues to be independent of the management of the Partnership and that Denis Hennequin and Keith Williams were independent on appointment. The Board is also confident that none of the Non-Executive Directors have any cross-directorships or significant links that would adversely interfere with their independent judgement.


During the year, the Articles of Association of the Partnership were amended to allow Non-Executive Directors to vote at Partnership Board meetings.


Non-Executive Directors are not eligible to receive Partnership Bonus or other benefits, and are not members of the Partnership’s pension schemes.


SENIOR INDEPENDENT DIRECTOR


The Partnership Board does not appoint a Senior Independent Director.


Comply or explain BOARD INDEPENDENCE


Code Provision B.1.2 states that at least half the Board, excluding the Chairman, should comprise Non-Executive Directors, determined by the Board to be independent. This supports the Code Principle that the Board should have the appropriate balance of skills, experience, independence and knowledge.


The Code does not contemplate employee directors on the boards of listed companies.


The composition of the Partnership Board does not comply with this Code Provision and at 25 January 2014 had three Non- Executive Directors considered by the Code to be independent. Instead, the Partnership Board reflects the stakeholders of the Partnership: the Partners’ Counsellor and the five Elected Directors are neither Executive Directors nor Non-Executive Directors. They are not part of the executive, as they do not hold executive responsibilities, nor do they hold a Director’s service contract. As Partners, they are co-owners of the Partnership.


While they are not independent, in accordance with the independence definition provided by Code Provision B.1.1, they test Partnership Board decisions and proposals by the executive from their perspective as Partners and co-owners, and while they must act in accordance with their statutory duties, they are also, through their Constitutional position, mindful of the Partners’ best interests as a whole.


Comply or explain


THE ROLE OF THE SENIOR INDEPENDENT DIRECTOR


Code Provision A1.2, A.4.1, A.4.2 and B.6.3. require that one of the Non-Executive Directors is appointed as the senior independent Director and be identified in the Annual Report and Accounts and lead the performance evaluation process for the Chairman.


The Partnership Board does not appoint a senior independent Director and so does not comply with the above Code Provisions. The functions contemplated by this Code Provision are split across the responsibilities of Mark Price as Deputy Chairman and Jane Burgess as Partners’ Counsellor. The role of the Deputy Chairman and Partners’ Counsellor are set out on page 58.


The Chair of the Remuneration Committee, who is a Non-Executive Director, leads the performance appraisal process for the Chairman. As David Barclay was due to retire as Chair of the Remuneration Committee, this year the performance appraisal process for the Chairman was led by the Deputy Chairman. The Deputy Chairman met with the other Directors, without the Chairman present, to appraise the Chairman’s performance.


THE JOHN LEWIS PARTNERSHIP


OUR PERFORMANCE


GOVERNANCE


FINANCIAL STATEMENTS


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