We’re committed to high standards of corporate governance, and apply the main and supporting principles of the UK Corporate Governance Code. This Code emphasises the need for well-balanced, effective boards, strong overseeing of risk management, alignment of remuneration policies with shareholder interests, and sound shareholder relations.
Further information is available in our Annual Report, which includes our Corporate governance statement and Remuneration report.
Our Board and committees
The Board
The Board is collectively responsible for the long-term success of the Group and we achieve this through the creation and delivery of sustainable shareholder value. In addition to setting the Group’s strategy and overseeing its implementation by management, we provide leadership to the business including on culture, values and ethics, monitoring the Group’s overall financial performance, and ensuring effective corporate governance and succession planning. The Board is also responsible for ensuring that effective internal control and risk management systems are in place.
The matters reserved for the Board can be found here.
Our Chair is responsible for leading the Board, setting its agenda and monitoring its effectiveness. Our Chief Executive is responsible for executing the strategy once it’s been agreed by the Board.
Audit Committee
The Audit Committee reviews the integrity of financial information prior to publication, oversees the systems of internal control and risk management and approves the internal and external audit process. It carries out in-depth reviews of specific risks, particularly information security and data governance.
The Audit Committee terms of reference can be found here.
Remuneration Committee
The Remuneration Committee recommends and reviews the remuneration policy, ensuring it is aligned to the long-term success of the Company. It also approves the remuneration and benefits of Executive and Operating Board Directors.
The Remuneration Committee terms of reference can be found here.
Nomination and Governance Committee
The Nomination and Governance Committee reviews the balance of skills, knowledge, experience, independence and diversity of the Board and its Committees, and succession planning at Board and senior management levels.
The Nomination and Governance Committee terms of reference can be found here.
Corporate Responsibility and Sustainability Committee
The CR&S Committee reviews the sustainability strategy and the Company’s progress on the key corporate responsibility initiatives including our values, and colleague and customer engagement.
The Corporate Responsibility and Sustainability Committee terms of reference can be found here.
Membership of the Audit, Remuneration, Nomination & Governance and CR&S Committees
C - Chairman M - Member
Internal controls and risk management
Our Board has overall responsibility for risk management, the system of internal control and for reviewing the effectiveness of these at least annually.
The diagram below provides an overview of the key risk management activities undertaken by leadership that allow the Board to fulfil their obligations under the UK Corporate Governance Code 2018 and Companies Act 2006.
The risk management process is designed to manage, rather than eliminate, the risk of failure to achieve our business objectives and can only provide reasonable, not absolute, assurance against material misstatement or loss.
The internal controls framework encompasses controls relating to financial reporting, preparation of consolidated Group accounts, operations and compliance, risk management and Sainsbury’s interests in joint ventures.
Stakeholders and Section 172 statements
Stakeholder considerations and our culture are an important part of the Board’s discussions and decision making in promoting the long-term success of our companies. Our Section 172 statements show how Directors have discharged their duties to promote the success of our companies for the benefit of their members as a whole and, in doing so, have regard to the interest of other stakeholders, whilst maintaining high standards of business conduct. These statements include examples of the key matters that the Boards have considered during the year and set out key stakeholder considerations that influenced discussions and outcomes.
To view our J Sainsbury plc Stakeholder and Section 172 statement, please click here.
The Section 172 statements for our applicable UK subsidiaries can be found in the Annual Report and Financial Statements linked below.
Sainsbury’s Group UK tax strategy
Our tax strategy outlines how we manage our Group tax affairs, how we mitigate current and emerging tax risks and it explains our collaborative approach with HMRC. You can read more about it
here.
Articles of Association and Terms of Reference
Section 430(2b) Companies Act 2006 Statement(s)