John Lewis Partnership plc Annual Report and Accounts 2014
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Sharing knowledge and
relations with Partners The Code requires that boards should ‘maintain a dialogue with shareholders based on mutual understanding and objectives’.
The Partnership Board is committed to regular dialogue with Partners, as co-owners of the Partnership and in accordance with Principle 1. Partners are updated weekly on the performance of the Partnership through the Gazette and online. There is a regular flow of information at all levels of the business through meetings held by elected councils and local forums and an open system of journalism operated through the Gazette magazine, which also enables Partners to submit questions to management on any subject. Questions are answered within 21 working days. The Gazette is published weekly and circulated to all Partners.
During Council and forum meetings and through the Gazette, the Executive Directors are able to put forward the Partnership’s objectives and discuss performance against those objectives. Elected Directors also attend Partnership Council meetings. Each of these information-sharing opportunities, as described above, enable all Directors to develop an understanding of Partners’ views.
Annual General Meeting The AGM of the Partnership is held and conducted in accordance with the Companies Act and the Company’s Articles of Association. Representatives of the Trust Company and the Directors of the Partnership are entitled to attend the AGM. Voting is conducted by way of a show of hands, unless a poll is demanded.
Comply or explain? RETIREMENT BY ROTATION
Code Provision B.7.1 states that all Directors of FTSE 350 companies should be subject to annual election by shareholders, and all other Directors to election by shareholders at their first annual general meeting, followed by re-election at intervals of no more than three years. This supports the Code Principle that the Directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.
The Partnership does not operate a system of annual election, and its executive and Partners’ Counsellor are not re-elected at three-year intervals. The Partnership instead uses the governance mechanisms set out in the Constitution to consider the efficacy of each Director.
The Chairman is accountable to the Partnership Council two times a year, rather than annually at an AGM. Being subject to the Partnership Council’s scrutiny in this way ensures that the Chairman holds the Directors to account.
Directors are continually accountable through the Gazette, the Partnership’s weekly internal publication where answers to Partners’ questions are published.
THE JOHN LEWIS PARTNERSHIP
OUR PERFORMANCE
GOVERNANCE
FINANCIAL STATEMENTS
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