Corporate governance

At Ocado Group, we maintain a strong corporate governance framework that supports sound decision-making, effective oversight and control, and the Group’s long-term success and sustainability. Our framework aligns with the requirements of the UK Corporate Governance Code and embeds our purpose, values and culture throughout the business.

Board of Directors

The Board of Directors sets Ocado Group’s strategy, establishes our purpose and values, and plays a major role in setting and leading our culture and wider sustainability agenda. Responsible for setting the Group’s risk appetite and ensuring a robust system of internal control and risk management remains in place. 

Find out more about individual Board members , matters reserved for the Board and Committee membership.

Committees

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Audit Committee

Responsible for monitoring the integrity of the Company’s financial statements and reviewing the Company’s systems of internal control and risk management and maintaining the auditor relationship.

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Remuneration Committee

Determines the policy for Directors’ remuneration and sets individual remuneration packages for Directors and senior management. Determines targets for any performance-related pay schemes and reviews the design of all share incentive schemes.

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People Committee

Responsible for regularly reviewing Board composition, size and diversity and making recommendations to the Board with regard to any changes. Leads on succession planning for Directors and senior management, and reviews employee and wider workforce engagement policies and practices.

Our key governance documents

Documents relating to corporate governance, including governance framework, articles of association, section 172 statement and useful documents relating to Board governance and Committee terms of reference are available below.

Governance Framework

Board Division of Responsibilities

Matters Reserved for the Board

Articles of Association

Audit Committee Terms of Reference

People Committee Terms of Reference

Remuneration Committee Terms of Reference

Corporate Governance Statement

Section 172 Companies Act Statement

Board Diversity Policy

Our approach to policies and procedures ensures the highest standards

We understand that policies and procedures are an essential part of our organisation. We implement ours in a way that ensures we make the right decisions and do the right thing for both each other and the business as a whole.

Our policies cover almost every aspect of organisational control to ensure a high level of standards are upheld, meeting corporate governance requirements and aligning with company strategy. We support this with online training. It's not just about ensuring continued compliance with regulatory and legal requirements, but it is also about creating a level of control that provides a safe, uniform and ethical working environment throughout the group.

Our business resilience and risk mitigation

Ocado Group’s Enterprise Risk Management framework is designed to strengthen resilience and support the confident delivery of our strategic objectives. Anchored in a robust risk and internal control framework and our four lines of assurance model, it supports sound decision-making, protects people, assets and reputation, and helps safeguard long-term value.

The Board reviews and approves the Group’s risk management framework, defines the level of risk the Group is willing to take, and, through its biannual risk reviews, assesses the Group’s principal risks and the effectiveness of related internal controls. Additionally, the Board undertakes an annual review of emerging risks. Supported by the Audit Committee, Risk Committee, Internal Audit and a network of specialist committees (i.e. the Information Security Committee), the Board ensures the effectiveness of controls across financial, operational, reporting and compliance, and promotes a responsible and risk-aware culture aligned with Ocado’s purpose, values and strategy.

Related content

Results and presentations

The latest financial reporting, results and investor presentations

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Policies and disclosures

Policies embeded within our organisation through online training to create a safe, inclusive and ethical working environment

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