Leadership Board Structure

The structure of the Board is designed to ensure that the Board focuses on strategy, monitoring the performance of the Group and governance, risk and control issues.

The following diagram shows the role of the Board and its committees and management.

Leadership Board Structure

The primary responsibilities of the Chief Executive Officer, the Chairman, the Senior Independent Director, the Company Secretary and the Non-Executive Directors are set out in writing and provide a system of checks and balances to ensure no individual has unfettered decision-making power.

Certain detailed aspects of the Board’s responsibilities are delegated to the Executive Directors. The Executive Directors carry out some of these responsibilities through executive-led committees. These committees, whose roles are set out above, formally report to the Executive Directors, and may provide reports to the Board or Board committees from time to time. The Management Committee comprises the Executive Directors and twelve members of management.

The reports by each Board committee are given in this Annual Report. The full terms of reference for each Board committee are available on the Company's corporate website www.ocadogroup.com.

What the Board Did This Year

The Board's activities are structured through the year to develop and support the delivery of the Group's strategy. The Board's discussions throughout the year were focused on our strategic objectives: Driving Growth, Maximising Efficiency and Utilising Proprietary Knowledge and the actions taken by the Board throughout the period reflected these strategic goals. The Board also regularly discussed governance, risk management and the Group's financial performance. The table below sets out some of the Board's key areas of focus and discussions through the year and how these developed and supported our strategy.

Responsibility

Strategy, Performance and Financing

Reporting, Risk Management and Accountability Controls

Oversight of the Group's Operations and Technology Development

People, Governance and Corporate Responsibility

Specific Actions During the Period

Strategy, Performance and Financing

Annual strategy conference to review and set the Group's strategy and medium-term plan.

Overseeing Ocado Solutions negotiations and discussions.

Monitoring grocery retail competitor activity.

Receiving reports from senior management on trading, business performance and financing.

Reporting, Risk Management and Accountability Controls

Annual review of key risks and risk appetite and reviewing reports of risk management.

Review of reports on specific risk areas including OSP control environment.

Reviewing and approving the Group's regulatory announcements and reports.

Reviewing reports on health and safety, environment, litigation, investor relations and legal and company secretarial matters.

Oversight of the Group's Operations and Technology Development

Approving the annual budget, the business plan for the Group and individual capital expenditure projects.

Receiving reports on patent protection of the Group's technology.

Receiving regular reports on key projects including new technologies, IT replatforming and development and ramp-up of the Andover and Erith CFCs.

Receiving regular reports on ongoing retail trading and customer service metrics, including call centre performance.

People, Governance and Corporate Responsibility

Receiving reports on people issues. Discussing Corporate Responsibility goals and progress.

Approving the Group's new whistleblowing policy and modern slavery statement.

Receiving various reports on governance and regulatory changes, including the Group becoming regulated under GSCOP.

Receiving reports on the Group's environmental initiatives and responsibilities and approving the tax strategy statement.

The Board's Strategic/Governance Role

Strategy, Performance and Financing

Providing entrepreneurial leadership to the Group with overall responsibility for driving performance through debate and constructive challenge of management.

Developing effective leadership in the Board and throughout the business and ensuring the right personnel are in place.

As a significant part of the growth strategy, reviewing the strategy of overseas expansion and the capabilities required to make this successful.

Reporting, Risk Management and Accountability Controls

The Board is ultimately responsible for the Company's risk appetite and viability and therefore plays a key role in reviewing the risks that face that business and ensuring that it has and retains oversight of specific, high-risk areas.

The Board discusses Company-specific risks and uncertainties, including the environment in which the business operates such as cybercrime and Brexit.

The Board reviews the Company's viability statement.

Oversight of the Group's Operations and Technology Development

Operational efficiency is regularly discussed and challenged at Board meetings and is considered an important driver for both growth and developing our proprietary knowledge, and therefore the Group's strategy.

The Board discusses the status and progress of the implementation of key projects including Solutions contracts.

The commercialisation of Ocado Solutions is a key strategy for the Group. The Board reviews IP strategy and Ocado Solutions negotiations at each Board meeting.

People, Governance and Corporate Responsibility

The Board discusses stakeholder issues through the year, including investor, customer and employee issues. The Board is updated regularly on governance matters.

The Board receives updates throughout the year on recruitment and retention, and discussed the potential impact of Brexit on the Group's operations, including the impact on the Group's operational strategy.

Composition of the Board

Review of Board and Board Committee Composition

As noted in the Nomination Committee Report, a number of changes were made to the composition of the Board. In making changes to the Board, the Board's review of composition took into account various considerations including length of Director tenure, Board diversity, independence and the mix of skills and experience of the Directors. Some of these considerations are outlined below.

Board Tenure

The Board also takes into account the length of tenure of existing Directors when considering reappointment and succession planning. Jörn Rausing has served as a Non-Executive Director for over 15 years, seven of which were before the Company's IPO, and Ruth Anderson will have served nine years (in March 2019) as a Non-Executive Director. Accordingly, the recommendation of their reappointment to the Board was subject to particular scrutiny (including the importance of maintaining Board continuity). The first chart below illustrates the tenure of Directors.

Board Diversity

The Board and Nomination Committee are mindful of the corporate governance developments in the areas of diversity. The second chart below illustrates the gender diversity of the Board. The Board has reviewed its policy and objectives on diversity and more detail on this review can be found in the Nomination Committee Report.

Independence

The Code recommends that at least half of the Board, excluding the Chairman, should comprise Non-Executive Directors determined by the Board to be independent. Since, excluding the Chairman, there were six Non-Executive Directors all determined by the Board to be independent and five Executive Directors, the Board complies with this recommendation at the end of the period. The third chart below illustrates the composition of the Board in respect of the independence of its members as at the end of the period.

Similarly, the composition of the Audit Committee, Nomination Committee and Remuneration Committee comply in all respects with the independence provisions of the Code.

Length of Tenure of Chairman and Non-Executive Directors

Length of Tenure

Gender Diversity

Gender Diversity

Male

Female

Board Independence

Board Independence

Executive Directors

Chairman

Independent Non-Executive Directors

The Board has scrutinised the factors relevant to its determination of the independence of Non-Executive Directors Jörn Rausing and Ruth Anderson.

Jörn Rausing

Jörn Rausing has been a Director for almost 16 years, albeit less than nine of these in the era of the Company being listed. Jörn is a beneficiary of the Apple III Trust, which owns Apple III Limited (together, 'Apple'), a significant (approximately 10%) shareholder of the Company. Jörn is not a representative of Apple, nor does Apple have any right to appoint a Director to the Board.

The Board considers his continuing Directorship to benefit the Group and support the principles of the Code. Jörn's significant experience as an owner and manager at Tetra Laval, a global technology and industrial group, enhances the skills and experience on the Board in addition to bringing international expertise during a period when the Group is expanding substantially outside of the UK. Jörn also ensures there is a long-term perspective brought to the Board's decision-making reflecting the approach adopted at Tetra Laval to its own technology development and commercial expansion.

The Board considers Jörn to be independent in character and judgement and does not believe the size of Apple's shareholding nor the duration of Jörn's tenure on the Board amounts to a relationship or circumstance which may affect his judgement. Jörn has stood for re-election annually since 2011 and on each occasion has been re-elected by a substantial majority of shareholders.

Ruth Anderson

Ruth Anderson will have been a Non-Executive Director for nine years in March 2019. The Board considers her continuing Directorship to benefit the Group and support the principles of the Code. Ruth's membership of the Board brings continuity and stability to the Board. Ruth will be stepping down as Chairman of the Audit Committee from April 2019.

Mix of knowledge and experience on the Board

Retail icon

Retail

6

Technology icon

Technology

5

International Operations Icon

International operations

5

E-Commerce Icon

E-commerce

3

Finance/Accounting Icon

Finance/accounting

3

Automated Engineering Icon

Automated engineering

4

Review of Board Effectiveness

An annual effectiveness review of the Board is conducted to evaluate the performance of the Board. The review is an important opportunity to be able to recognise individual and collective strengths and weaknesses, which prompt required changes and are also taken into account during the Board succession process.

2016

Independent, externally facilitated review

2017

Internal performance review – progress against external review assessed

2018

Internal performance review of progress

Board Effectiveness Review Cycle

This year, a Board evaluation was facilitated internally using a specialist platform containing online questionnaires which included a range of questions based on the best practice recommendations described in the UK Corporate Governance Code 2016 and other guidelines.

It was agreed that the review would be carried out with the same support from an external, independent consultant, Independent Audit Limited, who provided online questionnaires for the 2017 review. The evaluation process was led by the Chairman and supported by the Company Secretary.

The questionnaire prepared for the Board covered specific areas relating to leadership, strategy, risk management and culture, and focused on the Board's involvement and understanding of the business. It also sought to highlight any improvement in processes, effectiveness of decision-making, and composition, skills, balance and diversity of the Board.

The questionnaire designed for the individual Directors questioned how well each Director continues to contribute effectively to the meetings and demonstrates commitment to the role (including time for Board and committee meetings and other duties).

Board Effectiveness

Internal Board Evaluation Results

The results of the review were evaluated by the Company Secretary and the Chairman, and a Board evaluation report was prepared and produced to the Board for discussion. The results indicated that the consensus view was that the Board and its committees work in a constructive and collaborative way, and were operating effectively. However, the review highlighted a number of focus areas for the Board and its committees to consider during 2019, including:

Some key areas identifiedAction to be taken in 2019 (based on the results of review and specific issues flagged)Progress made from 2017 review
Leadership required to support senior management with technological development internationally.Consider the appointment of Non-Executive Directors with software and e-commerce experience to complement existing experience.N/A
Succession planning for senior management to ensure it has the right balance of skills and experience to drive forward the international expansion of the business.Increase the focus on building up the senior management team.
More informal time together outside of the Boardroom.Add into the Board calendar pre-meeting and post-meeting social events away from the Boardroom, such as breakfast and dinners.
Shifting the Board agenda focus areas.Spend more time on discussing and reviewing progress made delivering Ocado Solutions objectives and commitments.N/A

Beetroot soup

Board Attendance – Executive Directors

Tim Steiner – 11/11

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Duncan Tatton-Brown – 11/11

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Mark Richardson – 11/11

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Neill Abrams – 11/11

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Luke Jensen18/8

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1. Luke Jensen joined the Board on 1 March 2018.

Board Attendance – Non-Executive Directors

Lord Rose – 11/11

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Jörn Rausing – 8/11

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Douglas McCallum – 11/11

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Andrew Harrison – 10/11

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Ruth Anderson – 11/11

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Emma Lloyd – 11/11

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Julie Southern23/3

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2. Julie Southern joined the Board on 1 September 2018.

Actual meetings attended

Possible meetings the Director could have attended

Director Meetings

The attendance record of the Directors at scheduled Board meetings during the period is set out in the chart above. The Board scheduled 11 meetings during the period. Details of attendance at committee meetings are set out in the relevant committee report. During the period, the Non-Executive Directors held a number of meetings without the Executive Directors present.

Director Election

Each Director is required under the Articles to retire at every annual general meeting (each Director may offer himself or herself for re-appointment by the members at such meeting). At the last annual general meeting on 2 May 2018, all of the current Directors (except Julie Southern who had not yet been appointed) stood for re-appointment, and were duly elected with a range of 96.29% to 99.94% of votes cast by shareholders in favour of re-appointment.

All Directors will retire and seek re-election at the AGM. The explanatory notes set out in the Notice of Meeting state the reasons why the Board believes a Director proposed for re-election at the AGM should be re-appointed. The Board has based its recommendations for re-election, in part, on its review of the results from the Board evaluation process outlined above, on the reviews of the Chairman and of the Executive Directors conducted at the meetings of the Non-Executive Directors, the Chairman's review of individual evaluations, and whether a Director has demonstrated substantial commitment to the role (including time for Board and committee meetings noted in this report) and other responsibilities, taking into account a number of considerations including outside commitments and any changes thereof (outlined below) during the period.

The rules that the Company has about the appointment and replacement of Directors are described in the Directors' Report.

External Board Appointments and Conflicts

There have been a number of changes to the Directors' external appointments during the period as set out in the table below. The Chairman and the Board are kept informed by each Director of any proposed external appointments or other significant commitments as they arise. These are monitored to ensure that each Director has sufficient time to fulfil his obligations. Each Director's biographical details and significant time commitments outside of the Company are set out in the Directors' Biographies in the Directors' Report.

DirectorChange in CommitmentEffective Date of Change
Andrew HarrisonAppointed as Chairman of Housesimple LimitedFebruary 2018
Lord RoseResigned as director of Woolworths Holdings Limited, listed in South AfricaMay 2018
Ruth AndersonResigned as director of Coats Group plcMay 2018
Duncan Tatton-BrownResigned as director of ZPG LimitedJuly 2018
Julie SouthernAppointed as director of EasyJet plcAugust 2018
Andrew HarrisonAppointed as director of Chik'n LtdSeptember 2018
Andrew HarrisonResigned as director of The Carphone Warehouse LimitedNovember 2018

Whenever a Director takes on additional external responsibilities, the Board considers and monitors any potential conflicts that could arise. The Companies Act provides that Directors must avoid a situation where they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the Company's interests. Boards of public companies may authorise conflicts and potential conflicts, where appropriate, if a company's articles of association permit (which the Company's Articles do).

Each Director is required to disclose conflicts and potential conflicts to the Chairman and the Company Secretary. As part of his or her induction process, a newly appointed Director completes a questionnaire which requires him or her to disclose any conflicts of interest to the Company. Thereafter, each Director has an opportunity to disclose conflicts at the beginning of each Board and Board committee meeting and as part of an annual review. Two Directors declared a potential conflict of interest in relation to a matter which was being discussed by the Board and as such did not participate in the meetings regarding these matters. None of the other Directors declared to the Company any actual or potential conflicts of interest between any of his or her duties to the Company and his or her private interests and/or other duties, except in the case of the Executive Directors, each of whom holds the position of Director of the Company and Director of a number of Group subsidiary companies. The system in place for monitoring potential Director conflicts remained effective throughout the period.

Board Induction and Professional Development

On joining the Board, it is the responsibility of the Chairman and Company Secretary to ensure that all newly appointed Directors receive a full and formal induction which is tailored to their individual needs. The induction programme includes a comprehensive overview of the Group, dedicated time with Executive Directors and senior management, as well as guidance on the duties, responsibilities and liabilities as a director of a listed company. Directors visit CFCs and participate in van delivery routes to allow them to gain sufficient knowledge and understanding of the business, operations and culture. These activities formed part of the induction programme for Julie Southern, who joined the Board in September 2018.

The Board and committees receive training, including in specialist areas. Training is typically arranged by the Company Secretary in consultation with the Chairman or Committee Chairman. The members of the Remuneration Committee received updates from the Remuneration Committee’s remuneration advisers including on the new remuneration reporting market practices. Members of the Audit Committee receive written technical updates from the external auditor to keep them abreast of the latest accounting, auditing, tax and reporting developments. The Board have also received briefings from external advisers on a range of strategic matters. Independent professional advice is available at the Company’s expense if necessary and the Directors have access to the advice and services of the Company Secretary when required.

Information for Directors

The Chairman is responsible for ensuring that all of the Directors are properly briefed on issues arising at Board meetings and that they have full and timely access to relevant information. To enable the Board to discharge its duties, all Directors receive appropriate information from time to time, including briefing papers distributed in advance of the Board meetings.

Directors can, where they judge it to be necessary to discharge their responsibilities as Directors, obtain independent professional advice at the Company's expense. The Board committees have access to sufficient resources to discharge their duties, including external consultants and advisers.

Engagement with Shareholders

Investor Relations

The Company is committed to keeping shareholders informed of its strategy and progress. The Chairman has overall responsibility for ensuring that the Company has appropriate channels of communication with its shareholders and is supported in this by the Executive Directors. The Company regularly meets with its large investors and institutional shareholders who, along with analysts, are invited to presentations by the Company after the announcement of the Company's results.

The Company conducts biannual investor roadshows in line with the reporting cycle and also addresses current and prospective shareholders at various investment conferences and other events, both in the UK and abroad. The Board regularly receives feedback from the Company's brokers, advisers and the Executive Directors on the views of major shareholders and the investor relations programme and also receives reports at each Board meeting on the main changes to the composition of the Company's share register.

Lord Rose and the Board of Directors are available to the Company's shareholders for discussions, and have met with various investors throughout the year to discuss matters such as strategy, corporate governance and executive remuneration. We held a number of investor days at our new CFCs in 2018 to enable our investors to view the progress at the new sites.

The Group also engages with shareholders in the event of a substantial vote against a resolution proposed at an annual general meeting. More information about this can be found in the Directors' Report. For more information on the resolutions proposed for the 2019 AGM, please refer to the Directors' Report.

Directors' Remuneration Policy

This year the Remuneration Committee has proposed a number of changes to the Directors' Remuneration Policy. The 2019 Policy will be put to shareholders to vote on at the 2019 AGM. The Company consulted its largest shareholders on the key changes to the policy. For more information on the consultation and the 2019 Policy, please refer to the Directors' Remuneration Report.

Formal Reporting to Shareholders and Directors' Responsibility

The Company reports to its shareholders in a number of ways including formal regulatory news service announcements in accordance with the Company's reporting obligations, trading statements of sales performance published in March, September and December each year, the half year report, the preliminary announcement of annual results, the annual report, and investor presentations slides and videos. The Company makes available these documents, including this Annual Report and other information concerning the Company, on its corporate website. All shareholders can choose to receive an Annual Report in paper or electronic form.

The Company reports its quarterly trading performance, including information on the growth of the Group's revenue, average order numbers and size and its cash and borrowings position. The Company believes that it is important to update the market on a quarterly basis due to the importance shareholders place on receiving regular updates about sales and the current competitive pressures in the UK grocery market. The Group's rate of sales growth is key to understanding the extent to which it is achieving one of its key strategic objectives: Driving Growth.

The Directors take responsibility for preparing this Annual Report and make a statement to shareholders to this effect. The statement of Directors' responsibility in the Directors' Report of this Annual Report is made at the conclusion of a robust and effective process undertaken by the Company for the preparation and review of this Annual Report. The Directors believe that these well-established arrangements enable them to ensure that the information presented in this Annual Report complies with the disclosure requirements including those in the Companies Act, and is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position, performance, business model and strategy. In addition to this Annual Report, the Company's internal processes cover (to the extent necessary) the preliminary announcement, the half year report, trading statements and other financial reporting.

The Company's internal processes in the preparation and review of this Annual Report (and other financial reporting) include:

  • review of and feedback on iterations of this Annual Report by the Executive Directors and the full Board;
  • in-depth review of specific sections of this Annual Report by the relevant Board committees;
  • Audit Committee review of a management report on accounting estimates and judgements, auditor and management reports on internal controls and risk management, accounting and reporting matters and a management representation letter concerning accounting and reporting matters (for further information see the Audit Committee Report);
  • Board and Audit Committee review of a supporting paper specifically highlighting the parts of this Annual Report that best evidenced how this Annual Report was fair, balanced and understandable;
  • paper from the Company Secretary highlighting how reporting, regulatory and governance issues had been addressed in this Annual Report;
  • Board and Audit Committee review of management reports on assessments on going concern and viability;
  • the Audit Committee regularly reporting to the Board on the discharge of its responsibilities;
  • input from both internal and external legal advisers and other advisers to cover relevant regulatory, governance and disclosure obligations;
  • discussions between contributors and management to identify relevant and material information;
  • detailed debates and discussions concerning the principal risks and uncertainties;
  • checking of factual statements and financial information against source materials;
  • specific Board review of Directors' belief statement and key statements; and
  • separate approval by the Group General Counsel, the Board committees and the Board.

The statement by the external auditor on its reporting responsibilities is set out in the Independent Auditor's Report.

In addition to this Annual Report, the Group provides other statements to its shareholders regarding the Group and its operations, including the modern slavery statement, tax strategy statement, gender pay and supplier payments. For further information on the Group's activities in these areas, see the Strategy Report.

The Company's Annual General Meeting

Shareholders will have the opportunity to meet and question all of the Directors at the AGM, which will be held at 10am on 1 May 2019 at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT.

A detailed explanation of each item of business to be considered at the AGM is included with the Notice of Meeting, which will be sent to the shareholders before the AGM. Shareholders who are unable to attend the AGM are encouraged to vote in advance of the meeting, either online at ocadoshares.com or by using the proxy card which will be sent with the Notice of Meeting (if sent by post) or can be downloaded from the Company's corporate website.

At last year's annual general meeting, all resolutions were passed with votes in support ranging from 79.91% to 99.94%.

Compliance with the UK Corporate Governance Code 2016

This Corporate Governance Statement explains how the Company applies the main principles and complies with all relevant provisions set out in the UK Corporate Governance Code 2016 issued by the Financial Reporting Council (the "Code"), as required by the Listing Rules of the Financial Conduct Authority and meets other relevant requirements including provisions of the Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

The Corporate Governance Statement as required by the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTR 7.2.) forms part of the Directors' Report, and has been prepared in accordance with the principles of the Code. A copy of the Code, as applicable to the Company for the year ended 2 December 2018, can be found at the Financial Reporting Council's website, www.frc.org.uk.

The Financial Reporting Council updated the UK Corporate Governance Code in July 2018 (the "2018 Code"). The 2018 Code applies to reporting periods beginning on or after 1 January 2019, and so does not apply to the Company's reporting period ended 2 December 2018. The Board has, where appropriate and feasible, adopted the new provisions in the 2018 Code earlier than required and provides disclosure against these requirements in this Annual Report. Further information on the 2018 Code can be found on the Financial Reporting Council's website, www.frc.org.uk.

The Board and committee composition and diversity policy can be found above. The Group's risk management and internal control framework and the Group's principal risks and uncertainties are described in the How We Manage Our Risks section. The Directors' Remuneration Report, the Directors' Report and the going concern and viability statements in the Audit Committee Report all contain information required to be included in this Corporate Governance Statement, and so are incorporated into this statement by reference.

The terms of reference for each of the main Board committees can be found on our website. This Corporate Governance Statement for 2018 covers the following areas:

  • Board structure and composition;
  • Leadership;
  • The Board's effectiveness;
  • Accountability; and
  • Relations with the Company's shareholders and the AGM.

The Company's obligation is to state whether it has complied with the relevant provisions of the Code, or to explain why it has not done so (up to the date of this Annual Report). The Company has applied the principles and complied with the provisions of the Code, except for provisions A.1.2, D.1.1 and Schedule A and D.2.2. These areas of non-compliance are explained below.

Code ProvisionAreaExplanation
A.1.2Senior Independent DirectorAs explained in the Nomination Committee Report, the Company has not yet appointed a successor to the Senior Independent Director but this is part of the current succession planning.
D.1.1 and Schedule ADesign of performance-based remunerationUnder the current Directors' Remuneration Policy, Directors are not required to retain shares for a period after leaving the Company. Under the proposed 2019 Directors' Remuneration Policy, a post-cessation shareholding requirement will be introduced as explained in the Remuneration Policy Report.
D.2.2Senior management remunerationAs explained in Remuneration at a Glance, the Remuneration Committee monitors, but does not make recommendations concerning, the level and structure of remuneration for senior management of the Company other than the Executive Directors.

The Company aims to explain how its practices are consistent with the principle to which the particular provision relates, contribute to good governance and promote delivery of business objectives. The Company's disclosures on its application of the main principles in the Code can be found as follows:

SectionPrincipleSection of Annual Report
Leadership
Every company should be headed by an effective board which is collectively responsible for the long-term success of the company.Board of Directors, Composition of the Board
There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company's business. No one individual should have unfettered powers of decision.Board Structure
The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.Board Structure
As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.Board Structure, Board Responsibilities and Actions
Effectiveness
The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.Board of Directors, Director Biographies
There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.Director Election
All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.External Board Appointments and Conflicts
All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge.Board Induction and Professional Development
The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.Information for Directors
The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.Review of Board Effectiveness
All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.Director Election
Accountability
The board should present a fair, balanced and understandable assessment of the company's position and prospects.Strategic Report, How We Manage Our Risks, Going Concern Statement, Viability Statement,
Corporate Governance Statement
The board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.How We Manage Our Risks
The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting, risk management and internal control principles and for maintaining an appropriate relationship with the company's auditor.Audit Committee Report
Remuneration
Executive directors' remuneration should be designed to promote the long-term success of the company. Performance-related elements should be transparent, stretching and rigorously applied.Directors' Remuneration Report
There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.Directors' Remuneration Report
Relations with shareholders
There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.Engagement with Shareholders
The board should use general meetings to communicate with investors and to encourage their participation.Engagement with Shareholders

Certain parts of this Corporate Governance Statement have been reviewed by the Company's external auditor, Deloitte LLP, for compliance with the Code, to the extent required.

Board Approval of the Corporate Governance Statement

This separate Corporate Governance Statement is approved by the Board and signed on behalf of the Board by its Chairman and the Group General Counsel and Company Secretary.

Lord Rose
Chairman

Neill Abrams
Group General Counsel and Company Secretary

Ocado Group plc, Registered in England and Wales, Number 070986185 February 2019