Annual Report and Accounts 2016


John Lewis Partnership plc


71


Effectiveness of the Partnership Board


2014/15 Board and Committee Evaluation


As stated in last year’s report, following the 2014/15 evaluation the General Counsel and Company Secretary reviewed the results and made recommendations to the Board. The key themes from this review were:


Strategy: The Chairman continued to encourage greater strategic focus at Board meetings during the year, particularly through work on financial strategy, pay and progression, and the early stages of It’s Your Business 2028 to develop the long-term strategy for the Partnership.


Board and Committees: The evaluation confirmed that the Board Committees were performing their duties effectively but there would be benefit in establishing a Corporate Responsibility Committee to provide a specific focus for corporate responsibility matters within the Partnership and reduce the workload of the Audit and Risk Committee. The new Committee was established by the Board in September 2015 and met for the first time in December 2015.


In order to strengthen the financial expertise on the Audit and Risk Committee, two new independent external members have been appointed, both having recent and relevant financial experience (see page 82 for more details).


The Board and Committee meeting schedule was reviewed and adjusted to provide optimal opportunity for Committee reports to be made to the Board.


Board and Committee papers: It was acknowledged that improvement could be made to the format of Board papers. A recommendation was made to adopt standardised papers and guidelines were issued to the Divisions and Group Functions on the format, length and content for Board and Committee papers with the aim of them being shorter and structured in such a way to facilitate better discussions.


2015/16 Board and Committee Evaluation


During November and December 2015, the Board undertook an internal evaluation of its effectiveness and the effectiveness of its Committees. This was conducted through a series of one-to-one discussions between the General Counsel and Company Secretary and each member of the Partnership Board (other than the Chairman). The discussions focussed on the topics of: management of the Board (the Board’s agenda); risk management; board dynamics (how the Board operates as a group); Board and Committee effectiveness (Governance); and Board support.


The key themes arising from the evaluation were:


Strategy: There was broad agreement that the Board and its Committee, had continued to develop agendas to increase strategic focus. The Board recognised the importance of focussing during the forthcoming year on progressing the It’s Your Business 2028 work streams of: strengthening the Partnership’s financial position; that there must be better jobs for better performing Partners on better pay; that brand appeal must be stronger with new growth established; and that the democratic vitality of the Partnership be enhanced. Over the course of the year consideration will be given to whether there is scope to further increase the strategic focus by delegating more routine matters to the Executive and the Board Committees.


Board and Committee papers: There was agreement that the review and guidance issued on Board and Committee papers following the previous Board evaluation had resulted in a marked improvement in the timeliness and quality of board papers that were now shorter and standardised, allowing for more strategic focussed discussions.


Independent professional advice


All Directors of the Partnership Board have unrestricted access to the General Counsel and Company Secretary and to other executives within the Partnership, on any matter of concern to them in relation to their duties. The Partnership has undertaken to reimburse legal fees to the Directors if circumstances should arise in which it is necessary for them to seek separate, independent legal advice in order


for them to carry out their duties effectively.


General Counsel and Company Secretary


Keith Hubber is the General Counsel and Company Secretary. As Company Secretary, he is responsible for advising the Partnership Board on all corporate governance matters, ensuring that Board procedures are followed, that there is a good flow of information, facilitating induction programmes for new Directors, and assisting with Directors’ continuing professional development.


Annual General Meeting (AGM)


The Partnership’s AGM 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. See page 162 for the Notice of AGM.


It’s Your Voice


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