John Lewis Partnership plc annual report and accounts 2013

Governance Report continued

The Partnership Board is assisted in carrying out its supervisory and assurance responsibilities by its Committees: the Audit and Risk Committee, the Remuneration Committee and the Chairman’s Nominations Committee. The responsibilities of these Committees are described below and their respective terms of reference are available at www.johnlewispartnership.co.uk.

From time to time, the Partnership Board also delegates authority to ad hoc committees to help finalise matters within agreed parameters and consults with the Partnership Council the senior body representing Partner opinion through the democracy.

The Partnership Board has met 10 times during the year ended 26 January 2013 and directors’ attendance at those meetings is shown on the table on page 42.

The Chairman

 The Chairman of the Trust Company, is also appointed as Chairman of the Partnership and the Partnership Board. The Partnership Board delegates management of the Partnership’s business to the Chairman. The Chairman’s role and responsibilities are defined in the Constitution. He is accountable to the Partnership Council and the Partnership Board.

As Executive Chairman, Charlie Mayfield fulfills the role defined in the Constitution. It differs from the separation of the roles of Chairman and Chief Executive as described in Code Provision A.2.1. He is the senior executive in the Partnership and is ultimately responsible for its strategy and commercial performance, whilst ensuring that the Partnership develops its distinctive character and vitality.

The Chairman is accountable to the Partnership Board, in accordance with the Companies Act, and to the Partnership Council, in accordance with the Partnership’s governance model. The Partnership Council has a constitutional role to hold the Chairman to account in respect of running the business in line with Partnership principles and in particular Principle 1, as detailed above. The Chairman attended four Partnership Council meetings during the year and one conference, to explain the Partnership’s performance and strategy. If the Council judges that the

Chairman has failed to fulfil, or is no longer a suitable person to fulfil the responsibilities of his office, it may propose a Resolution upon the Constitution to dismiss the Chairman.

The Chairman further delegates authority for the management and development of the core businesses to the Divisional Managing Directors. There are clear divisions of responsibilities and delegated authorities within the Partnership and a distinction between the executive and the assurance processes conducted by the Partnership Board and the Partnership Council.

The Chairman is supported in his executive role by the Chairman’s Committee, which comprises the Chairman and the executive directors of the Partnership. The Chairman’s Committee meets frequently as an informal committee to develop strategy, business plans and budgets and to review major operational and management issues, financial results and forecasts as well as plans for investment and for the development of the Partnership’s businesses.

In addition to formal Partnership Board meetings, the Chairman maintains regular contact with all directors through meetings of the Chairman’s Committee and through informal meetings with the elected, non- executive and executive directors and senior leadership group of Partners.

The Partnership Board

The Partnership Board meets regularly and governs the Partnership’s affairs through a schedule of matters reserved for its decision. It agrees the Partnership’s strategy, business plan and annual budgets, including those of the Waitrose, John Lewis, Partnership Services and Corporate divisions. It approves and monitors the Partnership’s revenue and capital spending and determines each year the amount of the Partnership’s profits that should be reserved for maintenance and development of the Partnership’s business, and hence the rate at which Partnership Bonus may be paid. It also monitors performance, including that of the divisions, against business plans, budgets and forecasts.

The Partnership’s values and standards are defined by the Constitution and all directors must act in what they consider to be the best interests of the Company, consistent with their statutory duties and the Constitution. The

38