INVESTORS

Corporate governance

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The Ocado Board has long been mindful of the importance of good corporate governance and the role it plays in supporting the long-term success and sustainability of the business.

Our board and committees

We have evolved from a retail-led business to a platform technology provider, through the development of Ocado Solutions and the Ocado Smart Platform.

Our board and committees are therefore structured to bring success to the Ocado Group at a pivotal time in its history.

Our key governance documents

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 creating a level of control that provides a safe, uniform and ethical working environment throughout the group.

Our business resilience and risk mitigation

Our risk management process is designed to improve the likelihood of delivering our business objectives, protect the interests of our key stakeholders, enhance the quality of our decision-making, and assist in the safeguarding of our assets, including people, finances, property and reputation.

The Board is responsible for the review and approval of the risk management framework and for the identification of Ocado’s key strategic and emerging risks. The Audit Committee, delegated by the Board, is responsible for the review of the effectiveness of risk management, the system of internal control, and the monitoring of the quality of financial statements and consideration of any findings reported by the auditor, Deloitte LLP, in relation to Ocado’s control environment and its financial reporting procedures. The review covers all significant controls including financial, operational, compliance controls, and risk management systems.

The key features of our system:

  • An organisational structure with clear segregation of duties, control and authority, and a framework of policies covering all key areas
  • A system of financial reporting, business planning and forecasting processes
  • A capital approval policy that controls Ocado's capital expenditure and a post-completion review process for significant projects
  • The monitoring of progress of major projects by management, the Executive Directors and the Board
  • An executive Risk Committee and a Governance, Risk and Compliance team which monitor Ocado's risks
  • An Information Security Committee and an Information Security team which monitor Ocado's information security
  • A Personal Data Steering Committee and data protection team that support data privacy governance
  • An Internal Audit function that provides independent assurance on key programmes and controls
  • A treasury policy overseen by a Treasury Committee that manages Ocado’s cash and deposits, investments, foreign exchange and interest rates, so as to ensure liquidity and minimise financial risk
  • A food and product technology department, responsible for designing and monitoring compliance with Ocado’s processes for the procurement and handling of foods and other goods for resale
  • Other control measures outlined elsewhere in the Annual Report including legal and regulatory compliance and health and safety compliance.

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