70 John Lewis Partnership plc Annual Report and Accounts 2016


How power is shared (continued) The Partnership Board (continued)


Elected Directors


As set out in the Constitution, five Partners are elected to the Partnership Board. The Elected Directors at the date of this report are Chris Coburn, Steve Gardiner, Kim Lowe, Baiju Naik and Lucy Parks.


At the end of each three-year term of the Partnership Council, Elected Directors are appointed through a democratic voting process. The last elections took place on 25 March 2015 when three new Elected Directors, Chris Coburn, Baiju Naik and Lucy Parks, were elected, and Steve Gardiner and Kim Lowe were re-elected. While Elected Directors must act in accordance with their statutory duties, through their constitutional role they must remain mindful of Partners’ best interests. The Elected Directors are Partners, but they are independent of the management of the Partnership and they have no executive responsibilities on the Board.


Non-Executive Directors


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


Baroness Hogg’s current term of office is due to expire in April 2017. Denis Hennequin and Keith Williams were appointed as Non- Executive Directors on 1 March 2014 for an initial term of three years. Keith Williams’ term as a Non-Executive Director was extended for a further two years to March 2019 on his appointment as Deputy Chairman of the Partnership.


Together, they bring external, independent and objective judgement to the Partnership Board.


The Partnership Board reviews the independence of all Non-Executive Directors annually and has determined that they continue to be independent from management of the Partnership. The Board is also confident that none of the Non-Executive Directors have any cross-directorships or significant links to other organisations that would adversely interfere with their independent judgement.


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


The letters of appointment of the Non-Executive Directors are available on request from the General Counsel and Company Secretary.


Senior Independent Director


The Partnership Board does not appoint a Senior Independent Director (see page 76 for more information).


Meetings without the Executive Directors


In addition to attending Partnership Board meetings, the Non-Executive Directors and the Elected Directors met together without the Executive Directors three times during the year. These meetings were facilitated by the Partners’ Counsellor.


Retirement by rotation


The Partnership does not operate a system of retirement by rotation or annual election by shareholders (see page 76 for more information). The Partnership Board considers that accountabilities exists to ensure compliance with the Partnership’s Constitution, especially Principle 1.


Conflicts of interest and Board independence


The Partnership Board has determined that the composition of the Board provides a balanced leadership, appropriate for a business that is co-owned by Partners. Together, Elected Directors and Non-Executive Directors form a majority of the Partnership Board.


Directors are required to disclose their interests to the Board, highlighting any actual or potential conflicts of interest with their duties and responsibilities as a Director of the Partnership. The Board will consider any actual or potential conflicts which are disclosed and, if appropriate, approve them. A register of interests is maintained by the General Counsel and Company Secretary and reconfirmed every six months for the whole Board.


At no time during the year did any Director hold a material interest in any contract of significance with the Partnership or any of its subsidiary undertakings, other than a third-party indemnity between each Director and the Company, as granted in accordance with the Company’s Articles of Association and service contracts between each Executive Director and the Company.


The Partnership Board has looked closely at the other appointments held by Directors, details of which are contained in their biographies on pages 66 to 67. The Partnership Board considers that the Chairman and each Director are able to devote sufficient time to fulfil the duties required of them under the terms of their contracts or letters of appointment.


Directors’ and Officers’ liability insurance


The Partnership has purchased and maintained throughout the year Directors’ and Officers’ liability insurance in respect of itself and its Directors.


The Directors’ and Officers’ liability insurance provides cover for claims made, subject to certain limitations and exclusions, against Directors and key managers (Officers).


The Company also provides an indemnity for the benefit of each trustee of the Partnership’s Pension Fund, in respect of liabilities that may attach to them in their capacity as a trustee. As a former Trustee of the Partnership’s Pension Fund, Patrick Lewis has the benefit of this indemnity in relation to his term as trustee from August 2009 to September 2015.


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