Careers

Corporate governance

Effective governance underpins the delivery of our strategy and our long-term performance. Our governance helps the Board make clear decisions, challenge effectively and keep a close link between our purpose, culture and strategy. The Board’s role is to provide clear oversight, maintain high standards of governance and ensure that the Group remains resilient, well managed and focused on delivering sustainable value. 

Further information is available in our Annual Report, which includes our Corporate Governance Statement and Remuneration Report.

Our Board and committees

The Board is the principal decision-making body in the Company. Its role is to provide clear oversight, maintain high standards of governance and ensure that the Group remains resilient, well managed and focused on delivering sustainable value. The Board also carefully considers its wider stakeholders, including customers, colleagues and suppliers, when making decisions.

Our governance framework supports the Board in promoting the long-term success of J Sainsbury plc. It is designed to ensure clear accountability, effective decision-making and strong oversight, while enabling the business to deliver its strategy in line with our purpose, culture and values. The framework reflects the principles of the UK Corporate Governance Code 2024 and supports the Board in meeting its governance responsibilities. More detail on our governance framework can be found in our Annual Report.

More detail on our Board leadership and stakeholder engagement can be found in our Annual Report

The matters reserved for the Board can be found here.

Our Chair, Martin Scicluna, is responsible for leading the Board, setting its agenda and monitoring its effectiveness. Simon Roberts, our Chief Executive, is responsible for executing the strategy once it’s been agreed by the Board.

The Audit Committee reviews the integrity of financial information prior to publication, oversees the risk management and internal control framework and approves the internal and external audit process. It carries out in-depth reviews of specific risks, particularly information security and data governance.

Principal role and responsibilities include:

  • Monitoring the effectiveness of the financial statements of the Company, discussing formal announcements relating to the Company’s financial performance and any significant issues and any significant judgements contained in them
  • Reviewing the Group’s financial statements and the material financial reporting judgements contained in them
  • Advising the Board on whether the Committee believes that the Annual Report and the financial statements contained within it, when taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy
  • Ensuring compliance with the Audit Committees and the External Audit: Minimum Standard which is incorporated into the governance of the Committee through the Committee Terms of Reference
  • Reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional regulatory requirements
  • Developing and implementing a policy on the level, amount and pre-approval of non-audit services provided by the external auditor
  • Advising the Board on the appointment, reappointment and removal of the external auditor and the remuneration and terms of engagement of the external auditor
  • Monitoring the effectiveness of the Group’s internal control and risk management systems, including whistleblowing and fraud controls
  • Reviewing the scope, activities and findings of the internal audit function
  • Reviewing the Committee’s terms of reference, carrying out an annual performance evaluation exercise and acting as appropriate on the findings of the evaluation
  • Reporting to the Board on how it has discharged its operations

The Audit Committee terms of reference can be found here.

The CR&S Committee oversees the sustainability strategy ensuring it is aligned with the Company’s purpose, strategy and culture. It monitors progress and performance against our targets and ambitions, as well as the business’s engagement with stakeholders including customers, colleagues, suppliers, the community, shareholders and government on sustainability and corporate responsibility matters.

Principal role and responsibilities include:

  • Overseeing the sustainability strategy, ensuring it is aligned with the Company’s purpose, strategy, culture, vision and values
  • Ensuring that the sustainability strategy is integrated into every aspect of our business and overseeing updates and progress against our targets and ambitions
  • Monitoring the Company’s progress and performance against the Group’s sustainability strategy, including its related targets
  • Providing support and guidance to management on sustainability matters, as appropriate
  • Monitoring the business’s engagement with stakeholders including customers, colleagues, suppliers, the community, shareholders and government on sustainability and corporate responsibility matters
  • Receiving updates on the Group’s engagement on sustainability matters with external stakeholders, non-governmental organisations and other interested parties
  • Monitoring external developments on sustainability
  • Reviewing proposals for the funding of community programmes and charity partnerships
  • Approving the Committee’s report on its activities and any sustainability content in the Company’s Annual Report and any standalone sustainability report
  • Recommending the approval of the Company’s Modern Slavery Statement to the Board

The CR&S Committee terms of reference can be found here.

The Nomination and Governance Committee reviews the size and composition of the Board and its Committees, taking into account skills, knowledge, experience and diversity, and formulates plans for succession at Board and senior management levels.

Principal role and responsibilities include:

  • Reviewing the structure, size and composition of the Board and its Committees, taking into account skills, knowledge, experience and diversity and making recommendations to the Board for any changes
  • Formulating plans for succession at Board and senior management levels, taking into account the challenges and opportunities facing the business and the skills and expertise needed to ensure the long-term success of the Company
  • Reviewing diversity, equity and inclusion across the business
  • Reviewing and approving any changes to the Board’s governance framework, including monitoring compliance with applicable legal, regulatory and listing requirements
  • Assessing the Company’s compliance with the 2024 UK Corporate Governance Code
  • Oversight of the Board and Committee evaluation process, including review of progress against identified actions
  • Conducting an effectiveness review of Non-Executive Director time commitments, independence and the Directors’ conflicts of interests

The Nomination and Governance Committee terms of reference can be found here.

The Remuneration Committee recommends and reviews the remuneration policy, ensuring it supports the Company's strategy and promotes the long-term sustainable success of the Company. It also approves the remuneration and benefits of the Chair, Executive Directors and Operating Board Directors.

Principal role and responsibilities include:

  • Determining and agreeing with the Board a transparent Remuneration Policy which supports the Company's strategy and promotes long-term sustainable success
  • Setting the Remuneration Policy and individual remuneration arrangements for the Chair, Executive Directors and Operating Board Directors
  • Reviewing and noting remuneration trends and reward policies applying to all colleagues, considering alignment to culture and taking these into account when determining executive pay
  • Approving the service agreements of each Executive Director, including termination arrangements
  • Considering the achievement of the performance conditions under annual and long-term incentive arrangements

The Remuneration Committee terms of reference can be found here.

Committee membership

DirectorAuditRemunerationNomination and GovernanceCR&S
Martin Scicluna  CM
Simon Roberts   M
Blathnaid Bergin    
Jo Bertram  MM
Katie Bickerstaffe  MM
Steve HareM M 
Jo Harlow CMM
Adrian HennahCMM 
Tanuj Kapilashrami MM 
Keith WeedM MC

C - Chair M - Member

 

Risk management and internal controls framework

An effective risk management and internal control framework is central to the delivery of the Group’s strategy and the protection of long-term value. The Board is responsible for overseeing the Group’s approach to risk management and internal controls, with the Audit Committee acting on its behalf.

The Group’s risk management process identifies and reviews the principal risks and uncertainties, together with emerging risks and opportunities, facing the Group. These are considered alongside the assumptions, scenarios and actions underpinning the Group’s corporate plans to ensure that risks are understood in the context of strategy and future prospects.

The Group has an established internal control framework encompassing financial, operational, compliance and risk management controls. This framework supports the delivery of the Group’s strategy and the management of principal risks, with controls embedded within day-to-day business processes and supported by Group-wide policies, defined delegations of authority and training programmes.

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 2024 and Companies Act 2006.

  • Board

    Approval of risk disclosures

    • Annual assessment of system of internal control

    • Principal risk and uncertainty disclosures

  • Audit Committee

    Corporate risk updates, deep dives and review of risk framework

    • Assessment and review of corporate and emerging risks

    • Risk deep dives received

    • Risk policy and framework approved

    • Internal Audit reporting

  • Operating Board

    Corporate risk updates and deep dives

    • Corporate risk map updated and actions monitored

    • Risk deep dives received

    • Emerging risk map reviewed

  • Governance forums

    Risk identification and monitoring

    • Divisional risks relevant to forums’ area of scope received

    • Governance forum risk map reviewed

  • Divisional leadership teams

    Bottom-up risk identification

    • Divisional risk maps reviewed and challenged

    • Divisional emerging risk map reviewed

    • Monitor risk actions

Stakeholders and
Section 172 statements

The Board’s decisions are guided by our purpose, culture and values, with a clear focus on the long-term success of the Group. In making decisions, the Board considers the benefits and risks involved, the financial implications for the business, and the impact on those who are connected to Sainsbury’s. The Board believes that understanding our stakeholders, and what matters most to them, is fundamental to delivering sustainable performance over the long term.

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

Matters Reserved For The Board March 2026
Audit Committee Terms Of Reference 5 March 2026
CR&S Terms Of Reference March 2026
Nomination And Governance Committee March 2026
Remuneration Committee Terms Of Reference March 2026
Articles of Association