Corporate governance

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 responsible for the long-term success of the Company, setting the Company’s strategy, financial objectives and risk appetite, providing leadership to the business including on culture, values and ethics, monitoring the Company’s overall financial performance and ensuring effective corporate governance and succession planning.

The matters reserved for the Board can be found here.

Our Chairman 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 the financial information provided to shareholders, oversees the Company’s system of internal controls and risk management, approves the internal and external audit process, and monitors the process for compliance with relevant laws, regulations and policies.

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 Committee

The Nomination 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 Committee terms of reference can be found here.

Corporate Responsibility and Sustainability Committee

The Corporate Responsibility and Sustainability (CR&S) Committee reviews the broad CR&S strategy and the Company’s progress on the key corporate responsibility initiatives including diversity, values and colleague and customer insights.

The Corporate Responsibility and Sustainability Committee terms of reference can be found here.

Membership of the Audit, Remuneration, Nomination and CR&S Committees

Director Audit Remuneration Nomination CR&S
David Tyler X Y
Mike Coupe Y
Kevin O’Byrne
John Rogers
Susan Rice X
Jean Tomlin Y Y X
David Keens X Y
Matt Brittin Y Y
Brian Cassin Y Y

X - Chairman Y - Member

Internal controls and risk management

Our Board has overall responsibility for our system of internal controls, including risk management.

The diagram below provides a high-level overview of the key risk management activities undertaken by the Operating Board, Audit Committee and Sainsbury’s divisional management that allow the Board to fulfil their obligations under the UK Corporate Governance Code and Companies Act 2006.

Key risk management activities

Our system of internal controls is designed to manage, rather than eliminate, the risk of failure to achieve our business objectives and can only provide reasonable, and not absolute, assurance against material misstatement or loss. It encompasses all controls, including those relating to financial reporting processes (including the preparation of the consolidated Group accounts), operational and compliance controls and those relating to risk management processes. It also includes the controls over Sainsbury’s interests in joint ventures.

Relations with Stakeholders

The Company is committed to maintaining good communications with stakeholders including shareholders, colleagues and suppliers. For more information please see the Governance Report in our latest Annual Report.

Articles of Association and Terms of Reference