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

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118 John Lewis Partnership plc Annual Report and Accounts 2015 Directors’ report (continued) Greenhouse gas emissions Global GHG emissions data for the period 26 January 2014 to 31 January 2015: Tonnes of CO2e Emissions from: Scope 1: Combustion of fuel and 205,278 operation of facilities Scope 2: Electricity purchased for 316,343 own use Scope 3: Water supply and treatment, business travel by rail 62,294 or air, waste to landfill Total 583,915 Intensity measurement: Emissions reported above 53.4 normalised to per £million sales Methodology The Partnership has reported on all of the emission sources as required under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. The reporting followed the 2013 UK Government environmental reporting guidance (Chapter 2) and used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition), data gathered to fulfil our requirements under the CRC Energy Efficiency scheme, and, where available, emission factors from UK Government’s GHG Conversion Factors for Company Reporting. 2014 and 2015 data has been calculated using Defra-DECC 2014 emissions factors, with the exception of certain refrigerants, and some emissions sources associated with our Leckford farm which are taken from industrial and academic sources. Excluded from this scope are emissions from sites operated by stores under licence and franchisees (both overseas and Welcome Break franchises). The Partnership has commissioned DNV GL to undertake independent assurance of Greenhouse Gas emissions data in the 2015 Annual Report and Accounts and online environmental reporting. DNV GL performed its work using international assurance standards, including the International Standard on Assurance Engagements 3000 (Revised) – ‘Assurance Engagements Other Than Audits and Reviews of Historical Financial Information’ and ISO19011. For a full description of the work they performed, please see their assurance statement on www.johnlewispartnership.co.uk Groceries (Supply Chain Practices) Market Investigation Order 2009 (‘the Order’) and the Groceries Supply Code of Practice (‘GSCoP’) Waitrose has remained compliant with the Order and the GSCoP during the period and the business continues to ensure that its comprehensive Partner training programme (including annual refresher and new starter training), together with the ongoing monitoring of supplier contracts, promotes the necessary awareness and behaviours in order to ensure compliance. As required by the Order and the GSCoP, the Code Compliance Officer is obliged to present a report detailing Waitrose’s compliance to the Partnership’s Audit and Risk Committee for approval. The report is then submitted to the Groceries Code Adjudicator and the Competitions and Markets Authority. The Audit and Risk Committee, at its meeting on 14 April 2015, approved the Code Compliance Officer’s report on Waitrose’s compliance for the 12 month period ending 31 January 2015. The Audit and Risk Committee noted that Waitrose had not been the subject of any supplier or supply chain disputes under the Order or GSCoP during the period. The Audit and Risk Committee also noted that Waitrose’s approach to GSCoP compliance reflects the Partnership’s commitment to its overarching principle of fairness governing its relationships with suppliers. Political donations The Partnership made no political donations. Directors’ interests Under the Constitution of the Partnership, the Executive Directors, 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 92 and details of the Directors’ service agreements and notice periods are given on page 114. Capital structure and purchase of shares At 31 January 2015, the Partnership had in issue 3,696,995 5% Cumulative Preference stock, 500,000 7.5% Cumulative Preference stock (together “the Preference Shares”), 612,000 Deferred Ordinary Shares and 104,169,594 SIP Shares. Under the Constitution, the 612,000 Deferred Ordinary Shares in John Lewis Partnership plc are held in trust for the benefit of employees of John Lewis plc and certain other trading companies within the Partnership. There are no voting rights attached to the Preference Shares unless the preference dividend is six months in arrears or unless a resolution is proposed which directly affects the interest of these shares as a class. At the Annual General Meeting held on 5 June 2014, the Partnership was authorised to make market purchases of up to £3,696,995 in nominal amounts of the 5% Cumulative Preference stock and up to £500,000 in nominal amounts of the 7.5% Cumulative Preference stock, representing the remaining stock in issue. No purchases were made during the year, and shareholders will be invited to renew the authority at the Annual General Meeting, as detailed on page 179. The Partnership Board considers that these stocks are an inefficient form of fixed interest finance and that it would be advantageous to the Partnership to acquire them over time as suitable opportunities arise.
Annual Report and Accounts 2015 John Lewis Partnership plc 119 Listing on the London Stock Exchange (LSE) Both the Partnership and its immediate subsidiary, John Lewis plc, have Standard Listings on the LSE. Many years ago, both companies issued Cumulative Preference Stocks. This is a form of share with a right to receive fixed rate of dividend payment per annum, which cumulates if not paid annually. It has to be paid before any dividend to ordinary shareholders. The Cumulative Preference Stocks issued by John Lewis Partnership plc carry no rights of ownership of the Partnership and nor do they carry any voting rights, unless the preference dividend is six months in arrears or unless a resolution is proposed which directly affects the interest of these shares as a class. The Cumulative Preference Stocks are treated in the balance sheet as a long-term liability of the business and not as equity share capital. Further details are provided in note 17. CREST Settlement During the year under review the Articles of Association of the Company were amended to facilitate the mechanics of holding and trading in the Cumulative Preference Stocks (Preference Shares) in order to comply with the Company’s legal obligations under EU Regulation 909/2014 on Central Securities Depositories (CSD) Regulation. This means the Preference Shares can be held on an uncertificated basis and are capable of transfer in de-materialised form through CREST subject to the provisions of the CSD Regulation. The Partnership Board believes that adopting the measures necessary to accommodate settlement and holding of the Preference Shares in de-materialised form may be of assistance in establishing a matching facility to facilitate liquidity of the Preference Shares in future. Should steps be taken to establish such a facility, an announcement will be made at that time. Dividends No dividends were paid on the Deferred Ordinary Shares (2014: nil). As the ultimate holding company of the Partnership, John Lewis Partnership Trust Limited (the Trust Company) holds 612,000 Deferred Ordinary Shares in trust for the benefit of employees of John Lewis plc and certain other companies (the Employing Companies). Each year, the Partnership resolves not to recommend or to declare a dividend upon the Deferred Ordinary Shares but to recommend to the Employing Companies to pay to their eligible employees Partnership Bonus, being an amount at least as great as the amount available for distribution should a dividend have been declared. Dividends on Preference shares were £222,000 (2014: £222,000). Dividends on SIP Shares (issued in connection with BonusSave) were £1,268,000 (2014: £1,712,000). Going concern After reviewing the Partnership’s operating budgets, business plans, investment plans, financing arrangements and material risks, the Directors consider that the Partnership has adequate financial resources to continue in operation for the foreseeable future. A full description of the Partnership’s business activities, financial position, cash flows, liquidity position, committed facilities and borrowing position, together with the factors likely to affect its future development and performance, are set out in the Strategic Report on page 1 to 81. The Partnership has, at the date of this report, sufficient financing available for its estimated requirements for the foreseeable future and, accordingly, the Directors are satisfied that it is appropriate to adopt the going concern basis in preparing the financial statements and are not aware of any material uncertainties to the Company’s ability to continue to do so over a period of at least 12 months from the date of approval of this report. Events after the balance sheet date Since 31 January 2015, the asset classified as held for sale has been sold for an amount in excess of carrying value. See note 14. Auditors and disclosure of information to auditors The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office, and a resolution that they be reappointed will be proposed at the Annual General Meeting, together with a resolution to authorise the Directors to determine the auditors’ remuneration. The Directors of the Partnership Board have taken all the necessary steps to make themselves aware of any information needed by the Partnership’s auditors in connection with preparing their report and to establish that the auditors are aware of that information. As far as the Directors are aware, there is no such information of which the Partnership’s auditors have not been apprised. Annual General Meeting The Annual General Meeting will be held at 2.30pm on Thursday 4 June 2015 at Longstock House, Leckford, Stockbridge, Hampshire SO20 6JF. Approved by the Directors and signed on behalf of the Partnership Board Keith Hubber General Counsel and Company Secretary 16 April 2015 Introduction Partnership difference Principles Strategy Performance Governance Financial statements
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