Introduction

This section of this Annual Report is a Directors' Report required by the Companies Act 2006 to be prepared by the Directors for the Company and the Group.

Index of Directors' Report Disclosures

This Directors' Report should be read in conjunction with the Strategic Report which includes Corporate Responsibility, and the Corporate Governance Statement (defined in the index below as the "CG Statement"), which are incorporated by reference into this Directors' Report.

The information required to be disclosed in the Directors' Report can be found in this Annual Report on the pages listed below. Pursuant to Listing Rule 9.8.4C, the information required to be disclosed in the Annual Report under Listing Rule 9.8.4R is marked with an asterisk (*).

Amendment of the Articles
American Depositary Receipt (ADR) program
Appointment and replacement of Directors
Board of Directors (biographies)
Change of control
Community
Directors' insurance and indemnities
Directors' inductions and training
Directors' interests
Directors' responsibility statement
Disclosure of information to auditor
Diversity
Employee engagement
Employees with disabilities
Future developments of the business
Going concern and viability statements*
Greenhouse gas emissions
Independent auditor
Long-term incentive plans under Listing Rule 9.4.3*
Political donations
Post-balance sheet events
Powers for the Company to issue or buy back its shares
Powers of the Directors
Profit/loss and dividends
Research and development activities
Restrictions on transfer of securities
Rights attaching to shares
Risk management and internal control
How the business manages risk
Note 4.8 to the consolidated
financial statements
Share capital
Significant agreements
Significant related party agreements*
Significant shareholders
Corporate governance statement
Strategic Report (this Annual Report)
Voting rights

This Annual Report

The Directors are required under the Companies Act 2006 to prepare a Strategic Report for the Company and the Group. The Strategic Report contains the Directors' explanation of the basis on which the Group preserves and creates value over the longer term and the strategy for delivering the objectives of the Group. The Companies Act requires that the Strategic Report must:

  • contain a fair review of the Group's business and contain a description of the principal risks and uncertainties facing the Group; and
  • be a balanced and comprehensive analysis of the development and performance of the Group's business during the financial year and the position of the Group's business at the end of that year, consistent with the size and complexity of the business.

The information that fulfils the strategic report requirements is set out in the Strategic Report. The Non-Financial Reporting Statement forms part of the Strategic Report.

The Company has chosen to include some of the information required to be disclosed in the Directors' Report within the Strategic Report, as noted above. Certain matters, including those of sufficient importance, that would otherwise be required to be disclosed in the Directors' Report, have been set out in the Strategic Report and Corporate Governance Statement.

The Strategic Report and the Directors' Report (or parts thereof), together with sections of this Annual Report incorporated by reference, are the "Management Report" for the purposes of the Disclosure Guidance and Transparency Rule 4.1.8.

The Strategic Report and the Directors' Report, together with the sections of this Annual Report incorporated by reference, have been drawn up and presented in accordance with and in reliance upon applicable English company law and the liabilities of the Directors in connection with that report shall be subject to the limitations and restrictions provided by such law.

For an explanation of how the Board satisfies itself that this Annual Report meets the disclosure requirements, refer to the Corporate Governance Statement and the Directors' responsibility statement in the Directors' Report.

Amendment of the Articles

The Company's Articles, which govern a number of constitutional aspects of the Company's management, may be amended by a special resolution of its shareholders.

Appointment and Replacement of Directors

The appointment and replacement of Directors of the Company is governed by the Articles.

Appointment of Directors: A Director may be appointed by the Company by ordinary resolution of the shareholders or by the Board. The Board or any committee authorised by the Board may from time to time appoint one or more Directors to hold any employment or executive office for such period and on such terms as they may determine and may also revoke or terminate any such appointment. A Director appointed by the Board holds office only until the next annual general meeting of the Company and is then eligible for re-appointment.

Retirement of Directors: At every annual general meeting of the Company, each Director shall retire from office and may offer himself for re-appointment by the members.

Removal of Directors by Special Resolution: The Company may by special resolution remove any Director before the expiration of his period of office.

Vacation of Office: The office of a Director shall be vacated if: (i) he resigns; (ii) his resignation is requested by all of the other Directors (not less than three in number); (iii) he is or has been suffering from mental or physical ill health and the Board resolves that his office be vacated; (iv) he is absent without the permission of the Board from meetings of the Board (whether or not an alternate Director appointed by him attends) for six consecutive months and the Board resolves that his office is vacated; (v) he becomes bankrupt; (vi) he is prohibited by law from being a Director; (vii) he ceases to be a Director by virtue of the Companies Act; or (viii) he is removed from office pursuant to the Articles.

For a description of any changes of the Company's Directors during the period see the Corporate Governance Statement.

Directors' Insurance and Indemnities

The Company maintains directors' and officers' liability insurance cover for its Directors and officers as permitted under the Articles and the Companies Act. Such insurance policies were renewed during the period and remain in force as at the date of this Annual Report. The Company also agrees to indemnify the Directors under an indemnity deed with each Director which contains provisions that are permitted by the director liability provisions of the Companies Act and the Articles. An indemnity deed is usually entered into by a Director at the time of his or her appointment to the Board.

Share Capital

The Company's authorised and issued ordinary share capital as at 2 December 2018 comprised a single class of ordinary shares. The shares have a nominal value of 2 pence each. The ISIN of the shares is GB00B3MBS747. The LEI of the Company is 213800LO8F61YB8MBC74.

As at 21 January 2019, being the last practicable date prior to publication of this report, the Company's issued share capital consisted of 698,309,337 issued ordinary shares, compared with 631,298,705 issued ordinary shares per the 2017 annual report. Details of movements in the Company's issued share capital can be found in Note 4.9 to the consolidated financial statements. During the period, shares in the Company were issued to satisfy options and awards under the Company's share and incentive schemes, as set out in Note 4.9 to the consolidated financial statements. During the year, the Company completed two placings of shares. More information can be found in Note 4.9.

Rights Attaching to Shares

The Company's shares when issued are credited as fully paid and free from all liens, equities, charges, encumbrances and other interests. All shares have the same rights (including voting and dividend rights and rights on a return of capital) and restrictions as set out in the Articles, described below.

Except in relation to dividends which have been declared and rights on a liquidation of the Company, the shareholders have no rights to share in the profits of the Company.

The Company's shares are not redeemable. However, the Company may purchase or contract to purchase any of the shares on or off-market, subject to the Companies Act and the requirements of the Listing Rules, as described below.

No shareholder holds shares in the Company which carry special rights with regard to control of the Company. There are no shares relating to an employee share scheme which have rights with regard to control of the Company that are not exercisable directly and solely by the employees, other than in the case of the JSOS, where share interests can be transferred to a spouse, civil partner or lineal descendant of a participant in the JSOS or certain trusts under the rules of the JSOS (as noted below).

Voting Rights

Each ordinary share carries one right to vote at a general meeting of the Company. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded. On a show of hands, every member who is present in person or by proxy at a general meeting of the Company shall have one vote. On a poll, every member who is present in person or by proxy shall have one vote for every share of which they are a holder. The Articles provide a deadline for submission of proxy forms of not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting. No shareholder shall be entitled to vote in respect of a share held by him if any call or sum then payable by him in respect of such share remains unpaid or if a member has been served a restriction notice, described below.

JSOS Voting Rights: Of the issued ordinary shares, as at 2 December 2018, 6,401,306 (2017: 32,800,390) were held by Wealth Nominees Limited on behalf of Estera Trust (Jersey) Limited, the independent company which is the trustee of Ocado's employee benefit trust (the "EBT Trustee"). The EBT Trustee has waived its right to exercise its voting rights in respect of 4,516,292 of these ordinary shares, although it may at the request of a participant vote in respect of 1,885,014 ordinary shares which have vested under the JSOS and remain in the trust at period end. The total of 6,401,306 ordinary shares held by the EBT Trustee are treated as treasury shares in the Group's Consolidated Balance Sheet in accordance with IAS 32 "Financial Instruments: Presentation". As such, calculations of earnings per share for Ocado exclude the 6,401,306 ordinary shares held by the EBT Trustee. Note 4.9 to the consolidated financial statements provides more information on the Group's accounting treatment of treasury shares.

Restrictions on Transfer of Securities

The Company's shares are freely transferable, save as set out below.

The transferor of a share is deemed to remain the holder until the transferee's name is entered in the register. The Board can decline to register any transfer of any share which is not a fully paid share. The Company does not currently have any partially paid shares. The Board may also decline to register a transfer of a certificated share unless the instrument of transfer: (A) is duly stamped or certified or otherwise shown to be exempt from stamp duty and is accompanied by the relevant share certificate; (B) is in respect of only one class of share; and (C) if to joint transferees, is in favour of not more than four such transferees. Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the uncertificated securities rules (as defined in the Articles) and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

Restriction on Transfer of JSOS Interests: Participants' interests under the JSOS are generally non-transferable during the period beginning on acquisition of the interest and ending at the expiry of the relevant restricted period as set out in the JSOS rules. However, interests can be transferred to a spouse, civil partner or lineal descendant of a participant; a trust under which no person other than the participant or their spouse, civil partner or lineal descendant has a vested beneficial interest; or any other person approved by the EBT Trustee. If a participant purports to transfer, assign or charge his interest other than as set out above, the EBT Trustee may acquire the participant's interest for a total price of £1.

Other than as described above and in the Annual Report on Remuneration - 2018  with respect to agreements concerning the Directors' shareholdings, the Company is not aware of any agreements existing at the end of the period between holders of securities that may result in restrictions on the transfer of securities or that may result in restrictions on voting rights.

Powers for the Company to Buy Back its Shares

The Company was authorised by shareholders on 2 May 2018, at the annual general meeting, to purchase in the market up to 10% of its issued ordinary shares (excluding any treasury shares), subject to certain conditions laid out in the authorising resolution. This standard authority is renewable annually; the Directors will seek to renew this authority at the AGM. The Directors did not exercise their authority to buy back any shares during the period.

Powers for the Company to Issue its Shares

The Directors were granted authority at the previous annual general meeting on 2 May 2018, to allot shares in the Company under two separate resolutions: (i) up to one-third of the Company's issued share capital; and (ii) up to two-thirds of the Company's issued share capital in connection with a rights issue. These authorities apply until the end of the AGM (or, if earlier, until the close of business on 1 August 2019). During the period, shares in the Company were issued to satisfy options and awards under the Company's option and incentive schemes and to do a placing of shares.

The Directors were granted authority at the prior year annual general meeting on 3 May 2017 under two separate resolutions to: (i) allot shares in the Company up to one-third of the Company's issued share capital; and (ii) disapply pre-emption rights on up to 5% of the issued share capital. These authorities applied until the end of the annual general meeting on 2 May 2018. During the period, on 6 February 2018, the Company used the authorities to place 31,463,500 new ordinary shares. The placing represented approximately 5% of the issued ordinary share capital of the Company prior to the placing and pre-emption rights were disapplied.

The Directors were also granted authority at the previous annual general meeting on 2 May 2018 to disapply pre-emption rights. This resolution (which is in accordance with the guidance issued by the Pre-Emption Group (the "PEG Principles")) sought the authority to disapply pre-emption rights over 5% of the Company's issued ordinary share capital. A further authority was granted to the Directors to disapply pre-emption rights for an additional 5% for certain acquisitions or specified capital investments as allowed by the PEG Principles. The Company will, consistent with the 2018 annual general meeting, continue to seek authority to allot shares up to two-thirds of the Company's issued share capital in connection with a rights issue only. The Company believes such approach is appropriate given that it follows guidance set by the Investment Association on the allotment of shares.

The Directors were granted authority at the previous annual general meeting on 2 May 2018 under two separate resolutions to: (i) allot shares in the Company up to one-third of the Company's issued share capital; and (ii) disapply pre-emption rights on up to 5% of the issued share capital for certain acquisitions or specified capital investments, as detailed above. During the period, on 24 May 2018, the Company used the authorities to issue 33,146,200 new ordinary shares. The placing represented approximately 5% of the issued ordinary share capital of the Company prior to the issue and pre-emption rights were disapplied.

Engagement with Shareholders

At the 2018 annual general meeting, the Company's share allotment resolution in connection with a rights issue only (Resolution 18) received less support than expected by management. The Company consulted the large shareholders who did not support the resolution. The Company Secretary received feedback from the larger unsupportive shareholders that indicated they had governance policies that were not wholly aligned with the Pre-Emption Group's Statement of Principles and Investment Association guidance which the Company follows.

This year the Company has conducted an extensive consultation with shareholders about the 2019 Directors' Remuneration Policy. More information about the consultation can be found in the Annual Statement from the Remuneration Committee Chairman.

Significant Shareholders

During the period the Company has received notifications, in accordance with Disclosure Guidance and Transparency Rule 5.1.2R, of interests in 3% or more of the voting rights attaching to the Company's issued share capital, as set out in the table below:

Number of
Ordinary
Shares/Voting
Rights
Percentage of
Issued Share
Capital
Nature of
Holding
The London & Amsterdam Trust Company Limited105,041,40915.05Direct/Indirect
The Capital Group Companies, Inc.94,134,66113.50Indirect
The Kroger Co.42,282,3006.06Direct
Citigroup Global Markets Limited35,272,0695.31Direct/Indirect
Generation Investment Management LLP28,618,6734.54Indirect

These figures represent the number of shares and percentage held as at the date of notification to the Company.

No changes have been disclosed in accordance with Disclosure Guidance and Transparency Rule 5.1.2R in the period between 2 December 2018 and 21 January 2019 (being not more than one month prior to the date of the Notice of Meeting), except as set out in the table below:

Number of
Ordinary
Shares/Voting
Rights
Percentage of
Issued Share
Capital
Nature of
Holding
The Capital Group Companies, Inc.90,697,45412.9885%Indirect

These figures represent the number of shares and percentage held as at the date of notification to the Company.

American Depositary Receipt Program

The Company has a sponsored level 1 American Depositary Receipt (ADR) program with The Bank of New York Mellon as depositary bank. Each ADR represents two ordinary shares of the Company. The ADRs trade on the over-the-counter (OTC) market in the United States. The CUSIP number for the ADRs is 674488101, the ISIN is US6744881011 and the symbol is OCDDY. An ADR is a security that has been created to permit US investors to hold shares in non-US companies and, in a level 1 programme, to trade them on the OTC market in the United States. In contrast to underlying ordinary shares, ADRs permit US investors to trade securities denominated in US dollars in the US OTC market with US securities dealers. Were the Company to pay a dividend on its ordinary shares, ADR holders would receive dividend payments in respect of their ADRs in US dollars.

Senior Secured Notes Due 2024 and Irish Stock Exchange

The Company has Senior Secured Notes due 2024 (the "Notes") listed on the Irish Stock Exchange and trade on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The ISIN of the Notes is XS163400189. Interest on the notes is payable semi-annually in arrears. The Notes will mature on 15 June 2024.

The Company may redeem the Notes in whole or in part at any time on or after 15 June 2020, in each case, at the redemption prices set out as part of the offering. Prior to 15 June 2020, the Company will be entitled to redeem, at its option, all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and additional amounts, if any, to the redemption date, plus a "make-whole" premium. Prior to 15 June 2020, the Company may, at its option, and on one or more occasions, also redeem up to 40% of the original aggregate principal amount of the Notes with the net proceeds from certain equity offerings. Prior to 15 June 2020, the Company may redeem during each 12-month period commencing on the Issue Date up to 10% of the aggregate principal amount of the Notes originally issued (including the aggregate principal amount of any additional Notes) at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest to the applicable redemption date. Additionally, the Company may redeem the Notes in whole, but not in part, at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain changes in applicable tax law.

Significant Related Party Agreements

There were no contracts of significance during the period between the Company or any Group company and: (1) a Director of the Company; (2) a close member of a Director's family; or (3) a controlling shareholder of the Company.

Change of Control

The Company does not have any agreements with any Director or employee that would provide compensation for loss of office or employment resulting from a takeover bid except that it should be noted that: (i) provisions of the Company's share schemes may cause options and awards granted to employees under such schemes to vest on a takeover; and (ii) certain members of senior management (not including the Directors) who were employed prior to 2010 are entitled to a payment contingent on a change of control of the Company or merger of the Company (irrespective of loss of employment) as set out in his or her respective employment contract. For further information on the change of control provisions in the Company's share schemes refer to the Directors' Remuneration Report.

Significant Agreements

There are a number of key agreements to which the Group is a party that contain certain rights triggered on the change of control of the Company. Details of the significant agreements are summarised below.

Solutions agreements: The Group has a number of agreements to provide overseas retailers with access to the Ocado Smart Platform (comprising the Ocado Group's proprietary MHE and end-to-end software platform). The key Solutions agreements are those with Casino Supply Chain SAS, Sobeys Capital Incorporated, ICA Sverige AB and The Kroger Co.

Under those agreements, the retailer is entitled to terminate for convenience at any time following the commencement date of the relevant services. On termination in these circumstances the client would be obliged to pay Ocado termination fees calculated relative to the length of time for which the service has been live. However, such termination fees are not payable should the client terminate within a certain period following the Company coming under the control of certain of the retailer's competitors or if there is a marked deterioration in service levels following the Company coming under the control of any person.

Morrisons Agreements: The Group has a number of commercial arrangements with Morrisons. If certain competitors of Morrisons acquire more than 50% of the voting rights in the Company's shares or take control of the composition of the Company's Board, or acquire all or substantially all of the Group's business and undertakings, then Morrisons would be entitled to give notice to terminate the agreements by giving not less than four (but not more than four and a half) years' notice.

Following Morrisons giving such a notice, Morrisons would be entitled to procure equivalent services from third parties, the Company ceasing to be Morrisons' exclusive supplier of online grocery fulfilment services. Similarly, all restrictions on the UK retail grocers to whom the Company is entitled to provide certain services would fall away.

At the end of the four to four and a half years' notice period, the Company would be required to purchase Morrisons' shares in MHE JVCo Limited (the owner of the mechanical handling equipment in Dordon CFC).

Sourcing Agreement with Waitrose: The Company's primary retail operating subsidiary, Ocado Retail Limited ("ORL"), is party to the Sourcing Agreement with Waitrose and its parent company, John Lewis. If certain competitors of Waitrose or John Lewis acquire 50% or more of the shares or control of the Company's Board, then each of ORL, Waitrose and John Lewis may terminate the Sourcing Agreement. In these circumstances, ORL is obliged to pay Waitrose the lower of £40 million and 4% of the market capitalisation of the Company. This change of control provision will cease to bind the parties if, prior to the change of control, any party has already given a valid notice of termination.

Amended and Restated Credit Facility Agreement: The Group has an unsecured £100 million credit facility with Barclays Bank PLC, HSBC Bank plc, The Royal Bank of Scotland plc, Cooperative Rabobank UA and Goldman Sachs Bank USA for general corporate and working capital purposes. If there is a change of control of the Company, and agreeable terms cannot be negotiated between the parties within 30 days from the date of the change of control, any lender may cancel their commitment under the facility and all outstanding utilisations for that lender, together with accrued interest, shall be immediately payable.

Senior Secured Notes due 2024: Following a change of control of the Company, holders of the Senior Secured Notes may require it to repurchase all or part of their holding at a purchase price in cash equal to 101% of the aggregate principal amount of their holding, plus accrued and unpaid interest.

Research and Development Activities

The Group has dedicated in-house software, logistics and engineering design and development teams with primary focus on IT and improvements to the customer interfaces, the CFCs and the automation equipment used in them. Costs relating to the development of computer software are capitalised if it is probable that the future economic benefits that are attributable to the asset will accrue to the entity and the costs can be measured reliably. The Company is carrying out a number of IT and engineering design and build projects with the intention of developing new and improved automation equipment and processes for its warehouses. Further information is contained in the Strategic Report.

Future Developments of the Business

The Group's likely future developments including its strategy are described in the Strategic Report.

Employees with Disabilities

Applications for employment by people with disability are given full and fair consideration bearing in mind the respective aptitudes and abilities of the applicant concerned and our ability to make reasonable adjustments to the role and the work environment. In the event of existing employees becoming disabled, all reasonable effort is made to ensure that appropriate training is given and their employment within the Group continues. Training, career development and promotion of a disabled person is, as far as possible, identical to that of an able bodied person.

Profit and Dividends

The Group's results for the period are set out in the Consolidated Income Statement. The Group's loss before tax for the period amounted to £(44.4) million (2017: £(8.3) million).

The Directors do not propose to pay a dividend for the period (2017: £nil).

Post-Balance Sheet Events

There have been no material events after the balance sheet date of 2 December 2018 to the date of this Annual Report.

Independent Auditor

The Company's auditor, Deloitte, have indicated their willingness to continue their role as the Company's auditor. Resolutions concerning the re-appointment of Deloitte as auditor of the Company and to authorise the Directors to determine their remuneration will be proposed at the AGM and set out in the Notice of Meeting. For further information on the re-appointment of the auditor, refer to Audit Committee report.

Disclosure of Information to Auditor

In accordance with Section 418 of the Companies Act 2016, each Director who held office at the date of the approval of this Directors' Report (whose names and functions are listed in the Board of Directors section of this Annual Report) confirms that, so far as he or she is aware, there is no relevant audit information of which the Group's auditor is unaware, and that each Director has taken all of the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Group's auditor is aware of that information.

Statement of Directors' Responsibilities

The Directors are responsible for preparing this Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and parent Company financial statements in accordance with International Financial Reporting Standards (the "IFRSs") as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the result of the Company and the Group for that period. In preparing these financial statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and accounting estimates that are reasonable and prudent;
  • state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Group's corporate website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider that this Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

Each of the Directors who held office at the date of the approval of this Annual Report (whose names and functions are listed in the Board of Directors section of this Annual Report) confirms, to the best of his or her knowledge, that:

  • the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and
  • the "Management Report" (as defined within thisDirectors' Report) includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

Forward-Looking Statements

Certain statements made in this Annual Report are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. They appear in a number of places throughout this Annual Report and include statements regarding the intentions, beliefs or current expectations of the Directors concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the business. Persons receiving this report should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, the Group does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Non-Financial Information Statement

The table below sets out where stakeholders can find information in our strategic report that relates to non-financial matters, as required under the new requirements.

Reporting requirementRelevant Ocado policies and proceduresWhere to read more in this report
Business modelOur Business Model
Non-financial KPIsOur Strategic Objectives: Driving Growth
Our Strategic Objectives: Maximising Efficiency
Key Performance Indicators
Employee EngagementThe Ocado Citizenship Code
The Ocado Way
Group Health and Safety policy
Whistleblowing policy
Ocado Council
Designated NED with responsibility for employees
Employee engagement platform – Fuse
Our Business Model
Our People
Diversity
Board diversity policy
Audit Committee report
Directors' Remuneration Report
CEO percentage change vs employee group
Directors' report
Human rightsThe Ocado Citizenship Code
Human Rights policy
Our people
Social mattersThe Ocado WayCorporate responsibility
Our people
Anti-bribery and corruptionAnti-Bribery and Money Laundering policyOur people
Environmental mattersThe Ocado WayCorporate responsibility

Lord Rose

Chairman, 69

Appointment to the Board

11 March 2013

Committee Membership

Nomination (Chairman)

External Appointments

Chairman of Fat Face Group Limited; Chairman of Stylemania Limited, trading as Dressipi; Non-Executive Director of RM2 International S.A.; Chairman of Majid Al Futtaim Retail based in Dubai; Non-Executive Director of Time Out Group plc; Chairman of Zenith

Relevant Experience

Lord Rose has worked in retail for over 40 years. He has held Chief Executive Officer positions at Argos plc, Booker plc, Arcadia Group plc and Marks and Spencer plc. He was Chairman of Marks and Spencer plc from 2008 to 2011. Lord Rose was knighted in 2008 for services to the retail industry and corporate social responsibility, and granted a life peerage in August 2014.

Tim Steiner, OBE

Chief Executive Officer, 49

Appointment to the Board

13 April 2000

Relevant Experience

Tim is the founding Chief Executive Officer of Ocado, which he started in 2000. Prior to Ocado, he spent eight years at Goldman Sachs, during which time he was based in London, Hong Kong and New York in the Fixed Income division. Tim graduated from Manchester University in 1992 with an honours degree in Economics, Finance and Accountancy.

Duncan Tatton-Brown

Chief Financial Officer, 53

Appointment to the Board

1 September 2012

Relevant Experience

Prior to joining Ocado, Duncan was Chief Financial Officer of Fitness First plc, and previously Group Finance Director of Kingfisher plc, one of the world's largest home improvement retailers. He has also been Finance Director of B&Q plc, Chief Financial Officer of Virgin Entertainment Group and held various senior finance positions at Burton Group Plc. He has previously held Non-Executive Director positions at Rentokil Initial plc and ZPG plc.

Mark Richardson

Chief Operations Officer, 54

Appointment to the Board

3 February 2012

External Appointments

Non-Executive Director of Paneltex Limited

Relevant Experience

Mark was Head of Technology at Ocado from 2001 until he joined the Board in 2012. He is responsible for the day-to-day running of the Ocado operation, including CFCs, logistics developments, customer service, business planning, engineering and technology. Mark is a Director of Paneltex Limited, a company in which the Group holds a 25% shareholding. Prior to joining Ocado, Mark held a number of IT positions at the John Lewis Partnership, including Head of Selling Systems at Waitrose. He graduated from University College, London with a degree in Physics.

Neill Abrams

Group General Counsel and Company Secretary, 54

Appointment to the Board

8 September 2000

External Appointments

Non-Executive Director of Mr Price Group Limited, listed in South Africa

Relevant Experience

Neill was on the founding team of Ocado, joining the Board in September 2000. He has Board responsibility for the General Merchandise division and the Corporate Infrastructure departments - Legal, Governance, Insurance, Real Estate, Human Resources, Government Relations and Corporate Responsibility. Prior to Ocado, he was a barrister in practice at One Essex Court and spent nine years at Goldman Sachs in London in the investment banking and legal divisions. Neill holds degrees in industrial psychology and law from the University of the Witwatersrand in Johannesburg and a Masters in Law from Sidney Sussex College, Cambridge. He is admitted as a barrister in England & Wales, an attorney in New York and an advocate in South Africa.

Luke Jensen

Chief Executive Officer, Ocado Solutions, 52

Appointment to the Board

1 March 2018

External Appointments

Non-Executive Director of Hana Group SAS, registered in France

Relevant Experience

Luke joined Ocado as Chief Executive Officer of Ocado Solutions in 2017, before joining the Board in 2018. Prior to joining Ocado, Luke was a Senior Advisor at Boston Consulting Group and previously Group Development Director at Sainsbury's, where he was responsible for online and digital and all customer facing digital activities. During his career, Luke has also worked at OC&C Strategy Consultants where he was Partner and Head of the Retail and Consumer practice. He graduated from ESCP and holds a Masters in Business and Administration from INSEAD.

Ruth Anderson

Non-Executive Director, 65

Appointment to the Board

9 March 2010

Committee Membership

Audit (Chairman), Remuneration, Nomination

External Appointments

Non-Executive Director of Travis Perkins plc; Trustee and Director of The Royal Parks; Trustee and Director of The Duke of Edinburgh's Award

Relevant Experience

Since retiring from KPMG ten years ago, Ruth has been a non-executive director at three UK listed companies. Following her retirement from the Coats Group plc board last year she chairs the audit committee of two listed companies and of The Royal Parks charitable public corporation. She was a vice chairman of KPMG in the UK from 2004 to 2009 and prior to that a member of the KPMG UK board from 1998 to 2004. She is a fellow of the Institute of Chartered Accountants in England and Wales and a member of the Chartered Institute of Taxation. Ruth holds a BA (joint honours) degree in French and Spanish from the University of Bradford.

Douglas McCallum

Non-Executive Director, 52

Appointment to the Board

3 October 2011

Committee Membership

Remuneration, Nomination

External Appointments

Chairman of Trainline and PhotoBox

Relevant Experience

Douglas has been a pioneer of the Internet industry for a number of years, having been at eBay Inc. from 2001 to 2014, where he led the UK business and then turned around the pan-European business. Prior to joining eBay Inc. he was founder and general manager of a number of businesses in the Internet, broadcasting, software and hardware industries. Douglas read Philosophy, Politics and Economics at the University of Oxford, and has an MBA from Harvard Business School.

Jörn Rausing

Non-Executive Director, 58

Appointment to the Board

13 March 2003

Committee Membership

Nomination

External Appointments

Group Board Member of Tetra Laval; Board Member of Alfa Laval AB; Board Member of DeLaval Holding AB; Member of the Board of Governors of the Museum of London

Relevant Experience

Jörn has over 25 years' experience in corporate development and international mergers and acquisitions. Jörn holds a degree in Business Administration from Lund University, Sweden.

Andrew Harrison

Non-Executive Director, 48

Appointment to the Board

1 March 2016

Committee Membership

Audit, Remuneration (Chairman), Nomination

External Appointments

Trustee of The Mix; Chairman of House Simple Ltd; Partner of Freston Ventures Investments LLP; Director of Chik'n Ltd

Relevant Experience

Andrew is a partner at Freston Road Investments which invests in consumer brands that challenge the status quo. He chairs one of the investments, House Simple, an online estate agent, and advises and works with others such as Five Guys, MOD Pizza, Secret Cinema, Cubitts. Andrew previously served as Chairman of Carphone Warehouse Ltd and was formerly Group CEO of Carphone Warehouse PLC before its merger which he led with Dixon's Group plc. During his career he has successfully grown numerous new businesses, has international retail experience and developed and ran a global services business. Andrew graduated from The University of Leeds with a BA (Hons) in Management Studies in 1992.

Emma Lloyd

Non-Executive Director, 49

Appointment to the Board

1 December 2016

Committee Membership

Nomination

External Appointments

Group Director of Business Development, Strategic Partnerships and Investments of Sky, a Comcast Company

Relevant Experience

As Sky's Group Director of Business Development and Strategic Partnerships, Emma identifies and nurtures key strategic relationships with Sky's technology and content partners. Emma has overseen the creation of Sky's start-up venture investment function and US presence, leading to the investment in over 25 technology start-ups. Emma graduated with a BA Joint Hons in Management Studies and Geography from the University of Leeds in 1992.

Julie Southern

Non-Executive Director, 58

Appointment to the Board

1 September 2018

Committee Membership

Audit, Nomination

External Appointments

Non-Executive Director and Chairman of the Audit Committee of Cineworld Group plc; Non-Executive Director and Chairman of the Audit Committee of DFS Furniture plc (stepping down on 31 March 2019); Non-Executive Director and Chairman of the Audit Committee of Rentokil Initial plc; Non-Executive Director and Chairman of the Audit Committee at NXP Semiconductors NV; Non-Executive Director and Chairman of the Audit Committee of easyJet plc

Relevant Experience

Previously a finance director at Virgin Atlantic and at Porsche Cars Great Britain, Julie has extensive executive experience and has chaired audit committees at various FTSE listed companies with operations both in the UK and internationally. She is also an experienced remuneration committee chairman. Julie holds a BA (Hons) in Economics from the University of Cambridge and is a Chartered Accountant.

The Directors' Report is approved by the Board and signed on its behalf by

Neill Abrams

Group General Counsel and Company Secretary

Ocado Group plc