John Lewis Partnership plc annual report and accounts 2013

The Partnership Board is constituted in accordance with the Constitution of the Partnership and the Company’s Articles of Association and comprises the Chairman, Deputy Chairman, executive directors, the Partners’ Counsellor, elected directors and non-executive directors. Elections were held during the year for elected director positions. Details of the election process and the role of the five elected directors are set out in the Governance Report.

Patrick Lewis resigned his position as Partners’ Counsellor and was appointed an executive director and Managing Director, Partnership Services on 1 October 2012. Jane Burgess, who was previously Deputy Partners’ Counsellor, was appointed as Partners’ Counsellor and joined the Partnership Board on 11 October 2012.

Marisa Cassoni retired as Finance Director on 1 June 2012 and Helen Weir was appointed as an executive director and Group Finance Director on the same date.

Elections to appoint five elected directors to the Partnership Board were held during the year. Following those elections, Johnny Aisher, Anne Buckley, Simon Fowler and Tony Probert retired as elected directors. Kim Lowe was re- elected as an elected director and four new elected directors, Steve Gardiner, Kevin Payne, Noel Saunders and Dan Smith joined the Partnership Board.

The Company’s Articles of Association provide that any director appointed during the year be re-elected by the Company’s shareholders at the next general meeting of the Company. Jane Burgess, Steve Gardiner, Kevin Payne, Noel Saunders, Dan Smith and Helen Weir will stand for election at the next annual general meeting to be held on 6 June 2013. Biographical details of all the directors and their experience is set out on page 30 to 31.

Directors’ interests

Under the Constitution of the Partnership, the executive and elected directors and Partners’ Counsellor, 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 certain other companies.

Any conflicts of interest are disclosed on page 40 and details of the directors’ service agreements and notice periods are given on page 50

Employees

The Constitution of the Partnership provides for the democratic involvement of Partners, or employees, as co-owners of the business. Partners are provided with extensive information on all aspects of business operations and are encouraged to take an active interest in promoting its commercial success.

The aim is to ensure that the co-owners are given the information they need to be able to decide whether the Chairman, the Partnership Board and management are being effective. The Partnership’s democratically elected bodies, including the Partnership Council and other elected councils and forums, provide regular opportunities at all levels of the business for management to report to Partners and for Partners to question management. Additionally, there is an open system of journalism, including the weekly Gazette, which provides a means of sharing information extensively with all Partners and contributes to effective accountability.

Partners receive an annual Partnership Bonus from the profits of the business. This is a shared bonus for shared effort.

BonusSave

 The Partnership operates BonusSave, a Share Incentive Plan (the ‘Plan’) which is available to all Partners and has been approved by HMRC. In conjunction with the announcement of the annual results, all Partners are invited to enter into a savings contract to save up to a maximum of £4,500, in any one year, in the Plan. The Plan allows for the investment made by Partners to be held in shares in the Company, in a class created specifically for this purpose known as SIP Shares. Details of SIP Shares can be found in note 17. The SIP Shares do not carry voting rights, cannot be sold or transferred out of the Partnership and are, at all times, held in trust for the benefit of the respective Partners in the name of John Lewis Partnership Trust Limited.

Diversity

The Partnership seeks to embrace diversity and is committed to providing equal opportunities for all in employment at all levels of the

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