John Lewis Partnership plc annual report and accounts 2013

Independent professional advice

 All directors of the Partnership Board have unrestricted access to the Director of Legal Services and Company Secretary and to other executives within the Partnership, on any matter of concern to them in respect of their duties. The Company 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 furtherance of their duties.

Company Secretary

The Director of Legal Services and Company Secretary is responsible for advising the Partnership Board on all corporate governance matters, ensuring that Board procedures are followed, ensuring good information flows, facilitating induction programmes for directors and assisting with directors’ continuing professional development.

Relations with Partners

The Main Principle of the Code provides that boards should “maintain a dialogue with shareholders based on mutual understanding and objectives”. The Partnership Board is committed to regular dialogue with Partners, as co-owners of the Partnership and in accordance with Principle 1. There is a regular flow of information at all levels of the business through meetings held by elected councils and local forums and an open system of journalism operated through the Gazette magazine which also enables Partners to submit questions to management on any subject. Questions are answered within 21 working days. The Gazette is published weekly and circulated to all Partners.

During such meetings and through the Gazette the executive directors are able to put forward the Company’s objectives and discuss performance against those objectives. Non-executive and elected directors also attend Partnership Council meetings and such information sharing opportunities, as described above, enable all directors to develop an understanding of the views of Partners. The AGM of the Company is held and conducted in accordance with the Companies Act and the Company’s Articles of Association. Voting is conducted by way of a show of hands, unless a poll is demanded. All the directors’ attended the AGM in 2012 and all directors are due to attend the AGM to be held on 6 June 2013.

Audit and Risk Committee

Full details of the composition, role and work performed by the Audit and Risk Committee is set out in the Audit and Risk Committee Report on pages 44 to 46.

Remuneration Committee

Full details of the composition and work performed by the Remuneration Committee and remuneration in the Partnership is set out in the Remuneration Report on pages 47 to 50.

The Remuneration Committee operates in accordance with its terms of reference which are available at www.johnlewispartnership.co.uk. The Committee’s Terms of Reference, do not comply with part of Code Provision D.2.2 in that the Committee does not have delegated responsibility for setting the Chairman’s remuneration. Instead it submits a recommendation on the Chairman’s pay to the Partnership Board and the decision is reserved under the Constitution to the Partnership Board. In addition, in accordance with Code Provision D.2.3, the Partnership Board has delegated to the Committee responsibility to determine non-executive director remuneration, which is considered and determined by the elected directors of the Committee. The Committee’s Terms of Reference ensure that no member of the Committee takes part in any deliberations affecting their own remuneration.

Chairman’s Nominations Committee

The Chairman’s Nominations Committee is chaired by Charlie Mayfield and comprises David Anderson, David Barclay, Steve Gardiner and Noel Saunders. The elected directors on the Committee are chosen by the elected directors of the Partnership Board and in consultation with the Chairman. Johnny Aisher and Kim Lowe served as members until May 2012 and Steve Gardiner and Noel Saunders joined the Committee in May 2012.

The Partnership Board considers that a majority of members of the Committee are independent for the purpose of reviewing nomination matters. As Chairman of the Committee, Charlie Mayfield is not independent but as Chairman of the Partnership, he has a duty under the Constitution to coordinate executive responsibilities in the Partnership.

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