John Lewis Partnership plc annual report and accounts 2013

Partners’ Counsellor seeks to ensure that the Partnership’s values and standards are at the forefront of deliberations and decisions made by the Partnership Board.

The directors of the Company who have served during the year, and at the date of this report, are listed on page 32. Details of directors’ interests in the Deferred Ordinary Shares are set out in the Directors’ Report on page 33 and directors’ remuneration, service agreements and notice periods are set out in the Remuneration Report.

The Partnership Board comprises the Chairman and the following members:

Deputy Chairman

David Barclay holds the position of Deputy Chairman of the Partnership Board by virtue of his position as Deputy Chairman of the Trust Company. He is also an independent non- executive director of the Company.

Executive directors

The executive directors at the date of this report are Tracey Killen, Patrick Lewis, Mark Price, Andy Street and Helen Weir.

The appointment of executive directors is subject to recommendation by the Chairman’s Nominations Committee which takes into account, amongst other things, the make-up of the Partnership Board, its balance of skills, experience and diversity.

Partners’ Counsellor The Partners’ Counsellor is appointed as a director of the Partnership Board in accordance with the Constitution. Patrick Lewis served as the Partners’ Counsellor until 1 October 2012 and Jane Burgess was appointed on 11 October 2012. The Partners’ Counsellor monitors and upholds the integrity of the business, its values and ethics as enshrined in the Constitution. The Partners’ Counsellor has responsibility for the independence, health and effectiveness of the Partnership’s elected representative bodies and is responsible for the Registry function, whose Registrars are appointed by the Partners’ Counsellor. The Registrars work in all Partnership operations to ensure that the Partnership’s principles and policies are applied consistently and to act as a channel of communication between Partners and the Partners’ Counsellor.

The relationship between the Partners’ Counsellor, elected directors and Partners enables Partners’ views to be communicated to the Partnership Board as a whole, allowing the Partnership Board to develop a balanced understanding of the issues and concerns of Partners.

Elected Directors

The Constitution provides that the Partnership Council elects five Partners to the Partnership Board. The elected directors at the date of this report are Steve Gardiner, Kim Lowe, Kevin Payne, Noel Saunders and Dan Smith.

Elected directors are not appointed or selected by the Partnership Board, they are appointed in accordance with the democratic process, organised by the Partnership Council, that reflects the co-ownership nature of the Partnership. Elections took place during 2012 and Kim Lowe was re-elected and four newly elected directors were appointed to the Partnership Board.

Elected directors are neither executive nor non-executive directors. They have no executive responsibilities relating to the work of the Partnership Board, nor do they hold directors’ service contracts. They are not independent non-executive directors as strictly defined in Code Provision B.1.1. However, as Partners and co-owners they are expected to test decisions and proposals by the executive directors from that perspective. Whilst elected directors must act in accordance with their statutory duties in the best interests of the Company, they are also, through their Constitutional position, mindful of the Partners’ best interests as a whole.

The Partnership Board determines that the elected directors are independent for the purpose of considering matters reserved to the Board for decision notwithstanding that they are Partners.

The elected directors have met together without the executive directors, led by the Partners’ Counsellor.

Non- execut ive directors

The non-executive directors at the date of this report are David Barclay (Deputy Chairman), David Anderson and Baroness Hogg.

Non-executive directors are appointed for an initial term of three years, which may be extended subject to satisfaction on the part of both the director concerned and the

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