john-lewis-partnership-plc-annual-report-2015

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100 John Lewis Partnership plc Annual Report and Accounts 2015 Chairmans Nominations Committee report OUR COMMITTEE’S MAIN FOCUS THIS YEAR WAS BOARD AND SENIOR MANAGEMENT SUCCESSION PLANNING, ALONG WITH OVERSEEING THE DEVELOPMENT OF THE PARTNERSHIP’S TALENT MANAGEMENT PROCESSES. Sir Charlie Mayfield, Chairman and Chairman of the Chairman’s Nominations Committee Role of the Committee The Committee’s responsibilities are to support the Chairman to provide: aa A formal, rigorous and transparent process for the appointment of new Directors to the Partnership Board, who must all be people of ability and integrity committed to working together and supporting the Partnership’s Principles; aa A formal, rigorous and transparent process for the succession plans for Directors to the Board; aa That appropriate development and training is provided to enable each Board member to fulfil their accountabilities as a member of the Board; aa Oversight of the process of nominating and appointing the Chairman and will, following consultation with the Chairman, inform the Board concerning the plans and the process for succession regarding the role of the Chairman of the Partnership. The Chairman’s Nominations Committee operates in accordance with its Terms of Reference that are available at www.johnlewispartnership.co.uk. Meetings and attendance There were four meetings during the year and Directors’ attendance at meetings is shown in the table below. Sir Charlie Mayfield 4 David Anderson * - David Barclay * - Steve Gardiner 4 DeNis HennEquin 4 Baroness Hogg ** 1 Kim Lowe 4 Keith Williams 3 * David Anderson and David Barclay retired prior to the first meeting of the Committee during the year under review. ** Baroness Hogg was only eligible to attend one meeting of the Committee during the year having joined the Committee on 11 December 2014. Committee composition at date of this report Chairman 1 Committee members Members at the date of this report: Sir Charlie Mayfield (Chair), Kim Lowe, Steve Gardiner, Denis Hennequin, Baroness Hogg and Keith Williams. Changes in Committee membership: During the year under review David Anderson and David Barclay retired from the Partnership Board and the Chairman’s Nominations Committee on 14 February and 28 February 2014 respectively. Denis Hennequin and Keith Williams were appointed as members of the Committee with effect from 1 March 2014. Baroness Hogg was appointed as a member of the Committee on 11 December 2014 for the duration of the search process for a new Group Finance Director. Quorum Three members to include the Chairman of the Committee (or his appointed deputy) and at least one Elected Director and one Non-Executive Director. Non-Executive Directors 3 Elected Directors 2
Annual Report and Accounts 2015 John Lewis Partnership plc 101 In a nutshell... A Nominations Committee is a standard Board committee, whose main role is to ensure the integrity of the nominating process for Partnership Board members. Work performed by the Chairman’s Nominations Committee during the year Succession planning and talent management Succession planning and talent management was the focus of two reviews during the year by the Committee. The first review focussed on the development of talent management in the Partnership, particularly senior talent and Board development, as well as reviewing measures to develop succession plans. Talent management within the Partnership follows a meritocratic approach and provides greater clarity for Partners around career progression. The three priority areas for the talent management strategy have been identified as 1) developing the competitive capabilities that are needed for the organisation; 2) ensuring strong succession plans are in place where they are needed most; and 3) building a healthy pipeline of talent for the future. The second review focussed on succession plans. The role of the Chairman’s Nominations Committee is to oversee and review the plans for the Board and senior management succession and assurance was provided that succession cover is in place for the Executive Director roles. The talent management review extended to include functional reviews and considered the future capabilities required for the Partnership and any capability gaps. The Committee is supported by the Director of Personnel and assisted by independent consultants, as required. Appointment of new Directors The Chairman’s Nominations Committee oversees the process for selecting and recommending candidates for appointment as Executive Directors. Following the resignation of Helen Weir as Group Finance Director on 1 December 2014, and the appointment of Loraine Woodhouse as Acting Group Finance Director with effect from the same date, the Committee has initiated the search process for a new Group Finance Director. The search includes internal and external candidates. The Committee selected Saxton Bampfylde as external search consultants to assist with the search for suitable candidates. The candidates will be shortlisted and considered on merit against objective criteria set by the Committee, including ensuring prospective candidates share the Partnership’s values. Saxton Bampfylde have no other connection with the Partnership. During the year, the Committee also oversaw the extension of Baroness Hogg’s term to April 2017 and approved the addition of Baroness Hogg as a member of the Committee for the duration of the search process for a new Group Finance Director. Appointment of new General Counsel and Company Secretary The Chairman’s Nominations Committee also oversees the process for selecting and recommending candidates for the position of General Counsel and Company Secretary. Following the retirement of Margaret Casely- Hayford as Director of Legal Services and Company Secretary with effect from 31 July 2014, the Committee delegated authority to the Chairman to make a six month interim appointment to provide cover for the role during the selection process for the permanent appointment. Comply or explain? Composition and role of the Chairman’s Nominations Committee Code provision B.2.1 states that the Nominations Committee be chaired by an independent Non-Executive Director, comprise a majority of independent Non- Executive Directors and lead the process for board appointments. This provision supports the Code principle that the process for nominating persons to the Board is subject to independent review and not dominated by the executive. The Committee does not comply with all parts of this provision. Under the Constitution the Chairman is responsible for the appointment of the Executive Directors and co-ordinates their responsibilities. He therefore chairs the Committee. The Committee also comprises three Non-Executive Directors and two Elected Directors. This provides a broad mix of members, including those mindful of Partners’ interests as co-owners of the business. Continued on page 103, Introduction Partnership difference Principles Strategy Performance Governance Financial statements
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