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REG - Ocado Group PLC - Annual Financial Report

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RNS Number : 4274B  Ocado Group PLC  11 February 2022

ANNUAL FINANCIAL REPORT

OCADO GROUP PLC

11 February 2022

 

 

Ocado Group plc

Annual Financial Report 2021

 

 

Ocado Group plc ("Ocado") has today submitted to the Financial Conduct
Authority's national storage mechanism its annual report and accounts for the
52 weeks ended 28 November 2021 (as required by Listing Rules 9.6.1 and
9.6.3).

 

The annual report and accounts for the 52 weeks ended 28 November 2021 is
available to view on Ocado's website: www.ocadogroup.com
(http://www.ocadogroup.com/)  (in compliance with Disclosure Guidance and
Transparency Rule 6.3.5(3)).

 

Ocado's annual report and accounts for the 52 weeks ended 28 November 2021
will also be available for viewing at the Financial Conduct Authority's
national storage mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

This announcement follows Ocado's announcement on 8 February 2022 of its
preliminary results for the same period. A condensed set of Ocado's financial
statements and information on important events that have occurred during the
year and their impact on the financial statements and related party
information were included in Ocado's preliminary results announcement. That
information together with the information set out below is the information
provided in satisfaction of the requirements of Disclosure Guidance and
Transparency Rule 6.3.5. The description of principal risks and uncertainties
below is extracted in unedited full text from the annual report and accounts
for the 52 weeks ended 28 November 2021. Reading this announcement and/or the
preliminary results announcement should not be a substitute for reading the
full annual report and accounts for the 52 weeks ended 28 November 2021. This
announcement and the preliminary results announcement are available to view on
Ocado's website: www.ocadogroup.com (http://www.ocadogroup.com/) .

 

Principal risks and uncertainties

 

We have identified 12 principal risks and uncertainties facing Ocado. These
risks, mitigations and changes during the year are summarised in the table
below. They are not set out in priority order. Further information on risk is
set out on pages 84 to 97 of the annual report and accounts for the 52 weeks
ended 28 November 2021.

 

 

 Principal Risks                                                       What is the risk                                                      How we manage it                          Movement                                         Target tolerance                                                      Emerging           threats                                               Owner                                              ESG materiality reference                                              Strategy reference

                   Talent and Capability                               Our business operations and growth plans could be at risk from a       •    Developing and implementing strategic and tactical resourcing                 →      Flexible - To maintain our leadership position, we will take strongly We operate in a competitive environment and risk will continue from      Chief People Officer                               Social - Talent Attraction and Development                             Deliver transformational technology
                                                                       difficulty                                                            plans and monitoring the talent pipeline.                                                  justified risks and manage impact.                                    existing

                                                                       finding and retaining sufficient employees to support our growth, in

                                                                     sources e.g. the retention of Technology and Ocado Logistics employees.                                                                                                                             Deliver on our client commitments
                                                                       filling                                                               •     Deploying talent development programmes and surveying employee                                                                                             We

                                                                       key positions and critical roles, a loss of top performers, a         opinions.                                                                                                                                                        anticipate threats will also evolve in areas such as integration of                                                                                                                                Develop global scale-up capabilities
                                                                       potential
                                                                                                                                                                acquisitions.

                                                                       shortfall of future leaders, and an inability to embed diversity and  •     Undertaking succession planning, periodically reviewing

                                                                       inclusion.                                                            remuneration and incentives and proactively supporting diversity and

                                                                     inclusion.

                   Cybersecurity and Data                              We risk the loss of critical assets and sensitive information as a    •     Structuring IT systems to operate reliably and securely.                      ↑      Minimal - We are extremely conservative in selecting options that     Cyber risk is constantly evolving, driven by technology advances and     CEO Ocado Technology                               Governance - Cybersecurity; Data Privacy Management                    Deliver transformational technology

                                                   result of a
                                                                                          impact this                                                           developments in the geopolitical environment.  We anticipate continued

                                                                       cyber-attack, insider threat, or a data breach.  This could result in •     Testing by third party.                                                              risk. We will only accept options that come with a limited possibility risk
                                                                       business disruption, reputational damage, significant fines or the
                                                                                          of                                                                    from existing sources and incrementally from areas such as supply
                                                                       loss of                                                               •     Overseeing an information security governance programme by the                       failure.                                                              chain, an
                                                                       confidential business information.                                    Information Security Committee.
                                                                     increasingly remote workforce, the use of AI and machine learning.

                                                                                                                                             •     Monitoring security issues and responding to security incidents by
                                                                                                                                             a dedicated information security team.

                                                                                                                                             •     No customer payment card data is held in Ocado Group's databases.

                                                                                                                                             •     Overseeing the Group's privacy compliance programme by the Data
                                                                                                                                             Protection Officer.

                                                                                                                                             •     Planning Cyber incident contingency.

                   Safety and Wellbeing                                Health, safety and wellbeing risks that can lead to the harm, injury, •     Overseeing a Health and Safety governance programme by the Safety             →      Minimal - We are extremely conservative in selecting options that     We anticipate continued risk from existing sources, with incremental     Group General Counsel                              Social, Governance - Occupational Health and Safety                    Deliver on our client commitments

                                                   death,                                                                Committee.                                                                                 impact this                                                           threats

                                                                       or illness of a worker in a workplace or to a retail customer of our
                                                                                          risk. We will only accept options that come with a limited possibility arising directly and indirectly from the Covid-19 pandemic, increasing                                                                                                                             Develop global scale-up capabilities
                                                                       product.                                                              •     Monitoring and audit compliance by experienced technical experts                     of                                                                    proximity of human and robot operations, and as a result of significant

                                                                     against relevant safety regulations, policies and procedures in safety areas,              failure.                                                              increase in CFC construction and installation activity across our
                                                                                                                                             including food, product, occupational health, fire and construction.
                                                                     regions.

                                                                                                                                             •     Preparing training, risk assessments and safe systems of work by
                                                                                                                                             qualified staff to raise awareness and knowledge.

                                                                                                                                             •     Monitoring actively of regulatory changes supported by external
                                                                                                                                             expertise and advice.

                   Legal and Regulatory Non-Compliance                 Ocado must comply with legislative and regulatory requirements both   •     Monitoring of regulatory developments to ensure that changes are              →      Minimal - We are extremely conservative in selecting options that     Listed company compliance is likely to increase in future as a result    Group General Counsel                              Governance - Business Ethics and Governance                            Develop global scale-up capabilities

                                                   locally                                                               identified.                                                                                impact this                                                           of new

                                                                       and internationally. Failure to comply could negatively impact our
                                                                                          risk. We will only accept options that come with a limited possibility corporate governance regulations and TCFD reporting.
                                                                       business                                                              •     Performing due diligence, territory research and seeking                             of

                                                                       model, our ability to conduct business and the viability of our       specialist advice for regulatory issues.                                                   failure.
                                                                       Solutions

                                                                       deals, and also risks damage to our reputation, loss of stakeholder   •     Implementing a compliance framework of policies and procedures and
                                                                       support                                                               employee training.
                                                                       and financial penalties.

                   Supply Chain                                        Risks causing disruption to our extended and complex supply chain.    •     Reviewing the risk matrix by supply chain and procurement areas to            ↑      Flexible - We take strongly justified risks, accept some uncertainty  The threat is continuing to increase, as a result of the ongoing impact   Chief Operations Officer                           Social, Governance - Responsible Sourcing                              Grow our revenue

                                                   Impacting                                                             manage key suppliers and components.                                                       and                                                                   of the

                                                                       responsible sourcing and adversely affecting product availability,
                                                                                          manage the impact.                                                    Covid 19 pandemic, increasing demand and complexity of the supply                                                                                                                                  Optimise OSP economics
                                                                       delivery,                                                             •     Taking an agile approach to manufactured products, including the
                                                                     network and

                                                                       reliability and cost, resulting in delays to contractual commitments  ability to divert any product to sites with the most pressing requirements.                                                                                      regulations, and shortages in key components.                                                                                                                                                      Deliver on our client commitments
                                                                       and loss

                                                                       of revenue.                                                           •     Undertaking supplier assessments, due diligence and site audits                                                                                                                                                                                                                                                                                               Develop global scale-up capabilities

                                                                     during the development process.

                                                                                                                                             •     Monitoring supply chain demand against supply capacity constraints
                                                                                                                                             by the steering group.

                   Business Interruption and Catastrophic Events       Major service disruption, customer confidence and increased costs     •     Structuring IT systems to operate reliably and securely.                      →      Flexible - We will only take risks that are strongly justified and we Potentially arising from our operations, suppliers, customers or         CEO Ocado Technology and Chief Operations Officer  N/A                                                                    Deliver on our client commitments

                                                   arising from
                                                                                          expect                                                                service

                                                                       a failure at key locations caused by physical events, such as fire, or •     Providing dedicated engineering teams on site with daily                             some periods of uncertainty.                                          providers, with increased interdependence across multiple sites and
                                                                       technical events, such as an IT outage or mechanical failure through  maintenance programmes to support the continued operation of equipment.
                                                                     geographies, there is an increased complexity and scope for disruption.
                                                                       malicious

                                                                       or accidental means.                                                  •     Progressing and updating our disaster recovery and business

                                                                     continuity plans.

                                                                                                                                             •     Providing for a high level of protection for CFCs and equipment,
                                                                                                                                             combined with business interruption insurance to transfer residual risks.

                   Product (OSP) Proposition and Commercial Viability  Our OSP offer, pricing and contractual terms do not provide adequate  •     Undertaking a full review of projected financial impact before                ↓      Cautious - We accept a limited tolerance for uncertainty in the       Threat levels are being heightened by increasing raw material and        CEO Ocado Solutions                                N/A                                                                    Grow our revenue

                                                   and                                                                   signing any new partnerships.
      management of                                                         component

                                                                       sustainable returns for us and our shareholders and an attractive
                                                                                          our Commercial Viability and the selection of commercial terms.  We   scarcity, lead times and costs. This is compounded by demand for                                                                                                                                   Optimise OSP economics
                                                                       commercial                                                            •     Monitoring periodically the financial model and delivery costs                       will only                                                             incremental

                                                                       proposition for our clients.                                          plus close relationship with our partners. Controlling the capital invested in             accept risk if limited and heavily outweighed by benefits.            functionality, risking early assumptions on efficiency gains. This is

                                                                     our platform to carefully manage costs.
                                                                     compensated by increased maturity of modelling and operational

                                                                                                                                                                experience.
                                                                                                                                             •     Reviewing regularly the rate of software development via platform

                                                                                                                                             steering meetings.

                                                                                                                                             •     Scaling and reallocating our resources and capabilities to help
                                                                                                                                             meet Ocado Solutions project deadlines.

                                                                                                                                             •     Ongoing programme of design improvements for the platform.

                   Product (OSP) Delivery and Service                  Implementation and service delivery do not provide the client with    •     Ongoing monitoring of the key performance indicators and regular              →      Cautious - we have a preference for safe delivery. We accept a limited The threat evolves with our growth and the requirement to deploy         Chief Operations Officer                           N/A                                                                    Deliver on our client commitments

                                                   timely,                                                               review meetings with Operational Management and the end customer.
      tolerance for uncertainty, in selecting options that risk our ability improvements

                                                                       consistently reliable performance at a level of quality to meet the
                                                                                          to                                                                    across a larger footprint, increasingly balanced product obsolescence,                                                                                                                             Develop global scale-up capabilities
                                                                       needs of                                                              •     Continuing initiatives to improve operational performance of the                     deliver on our service levels.  We will only accept change if heavily and a

                                                                       their end customers. This could lead to increased costs, reduced      CFCs and scaling of operations.                                                            outweighed by benefits.                                               dependency on acquiring and retaining skilled employees in a
                                                                       revenue and

                                                                     competitive
                                                                       penalties.                                                                                                                                                                                                                             recruitment market. This is balanced by our increased experience in

                                                                                                                                                                                                                                      delivery.

                   Product (OSP) Innovation, Quality and Safety        Failure to build a quality product in terms of performance, security, •     Establishing our identity as a technology business, international             →      Open - We will take justified risks to maintain our pace of           Threat levels are rising with increased competition driving alternative   CEO Ocado Technology                               Environment, Social - Product Quality and Safety, Equipment Lifecycle  Optimise OSP economics

                                                   availability, safety and overall OSP economic model. Failure to meet  platform provider and innovation factory.                                                  innovation, and                                                       solutions, and the drive to balance headline performance and financial
                                                  and

                                                                       emerging
                                                                                          choose options delivering highest returns, accepting the possibility  improvements with reliability.                                                                                              Circularity                                                            Deliver transformational technology
                                                                       client needs or support growth in client operational volumes. Risk    •     Engaging with a wide number of international grocers to understand                   of some

                                                                       that                                                                  market needs.                                                                              failure.
                                                                       technological innovation supersedes our own and offers improved

                                                                       methods of                                                            •          Understanding the current solutions and awareness of
                                                                       distribution to consumers.                                            global alternatives used in other industries.

                   Intellectual Property                               Failure to protect Ocado Group's own IP or risk of infringing a third •     Conducting Freedom to Operate searches on relevant technologies               →      Cautious - We accept a limited tolerance for uncertainty in the       The threat is increasing with increased Ocado development work and       Group General Counsel                              N/A                                                                    Deliver transformational technology

                                                   party's                                                               and in selected jurisdictions.                                                             management of                                                         investment.

                                                                       IP (including the risk of an adverse outcome in current litigation or
                                                                                          our IP. We will only accept risk if limited and heavily outweighed by The visibility of the Autostore litigation also raises our profile with
                                                                       patent                                                                •     Monitoring IP filings and grants by a large number of competitor                     benefits.                                                             other
                                                                       office opposition/review proceedings), which could result in loss of  companies.
                                                                     competitors, compensated by greater proactive protection at an earlier
                                                                       use of
                                                                                                                                                                stage.
                                                                       the Group's assets, financial damages or harm to the Company's        •     Continuing to develop and innovate and protecting the results

                                                                       reputation or                                                         through specialist patent attorneys dedicated to individual business areas.
                                                                       relationship.

                                                                     •     Expanding the IP team thereby helping to protect the output of
                                                                                                                                             research and development work and training of all staff.

                                                                                                                                             •     Protecting our IP from unauthorised use.

                                                                                                                                             •     Obtaining specialist or legal advice, including to help ensure our
                                                                                                                                             ability to use our IP is not restricted by infringement claims.

                                                                                                                                             •     Combining internal and external legal counsel management of
                                                                                                                                             litigation and other IP proceedings.

                   Geopolitical and Economic Uncertainty               Our UK and international operations are dependent on access to a range •     Performing extensive risk assessments prior to entering new                   →      Flexible - We will only take risks that are strongly justified and    This is an externally driven risk and the threat is continually          Chief Financial Officer                            N/A                                                                    Optimise OSP economics

                                                   of                                                                    geographic markets or undertaking new ventures.                                            expect some                                                           changing,

                                                                       people, resources, markets and suppliers. Economic and political
                                                                                          periods of uncertainty.                                               increased operations in new territories compounds the risk.                                                                                                                                        Deliver on our client commitments
                                                                       disruption                                                            •     Scanning the horizon for emerging threats.

                                                                       and uncertainty could disrupt our business model, preventing the
                                                                                                                                                                                                                                                                                                                                                                   Develop global scale-up capabilities
                                                                       delivery of                                                           •     Maintaining financial reserves to cushion the operational impact

                                                                       new capacity or undermining our operations.                           for an extended period.

                   Climate Change - Transition and Physical            Climate change and governmental actions to reduce such changes may    •     Overseeing our ESG and Climate programmes by our ESG Committee.               ↑      Flexible - We take strongly justified risks, accept some uncertainty  The threat level is increasing, driven in the short term by increasing   Chief Financial Officer, Group General Counsel     Environment - Energy Efficiency and Carbon Emissions                   Deliver transformational technology

                                                   increase
                                                                                          and                                                                   regulation. Our assessment of physical climate risk is in progress.

                                                                       our costs and/or disrupt our operations.                              •     Reducing our climate change contributions through a roadmap of                       manage the impact.
                                                                                                                                                                                                  Deliver on our client commitments

                                                                     activities and achieving our emission reduction targets.

                                                                       Further detail can be found on this risk within the TCFD disclosure
                                                                                                                                                                                                                                                                                                                                                                   Develop global scale-up capabilities
                                                                       section                                                               •     Monitoring governmental developments and taking proactive steps to

                                                                       above.                                                                minimise the impact on our operations.

 

Key: ↑ Risk has increased ↓ Risk has decreased → No change

For further information on the financial risks see pages 278 to 282 of the
notes to the consolidated financial statements in the annual report and
accounts for the 52 weeks ended 28 November 2021.

 

Directors' Responsibility Statement

 

Ocado's annual report and accounts for the 52 weeks ended 28 November 2021
contains the following statements regarding responsibility for the financial
statements and the annual report in compliance with DTR 4.1.12. This
responsibility statement is repeated here (below) solely for the purposes of
complying with Disclosure Guidance and Transparency Rule 6.3.5. It is not
connected to the extracted information presented in the preliminary results
announcement or this announcement.

 

Each of the Directors who held office at the date of the approval of this
Annual Report (included in the biographies of the Directors on pages 102 to
105) 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 in the Directors' Report on
page 202) 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.

 

The Directors of Ocado Group plc are listed on pages 102 to 105 of the annual
report and accounts for the 52 weeks ended 28 November 2021 and are listed on
the Ocado Group's corporate website: www.ocadogroup.com
(http://www.ocadogroup.com/) . The Directors of Ocado Group plc as at the date
of this announcement are as follows:

 

Rick Haythornthwaite;

Tim Steiner;

Neill Abrams;

Stephen Daintith;

Mark Richardson;

Luke Jensen;

Jörn Rausing;

Andrew Harrison;

Emma Lloyd;

Julie Southern;

Michael Sherman;

Nadia Shouraboura; and

John Martin.

 

 

Enquiries

For further information contact:

 Ocado Group plc                             Investor Relations

Company Secretary                          David Shriver

 Neill Abrams                                +44 1707 228 000

 email: company.secretary@ocadogroup.com     investor.relations@ocadogroup.com (mailto:investor.relations@ocadogroup.com)
 (mailto:company.secretary@ocadogroup.com)

Person responsible for arranging the release of this announcement:

Neill Abrams

Company Secretary

Ocado Group plc

Buildings One & Two

Trident Place

Mosquito Way

Hatfield

Hertfordshire AL10 9UL

Fax: +44 (0)1707 227 997

email: company.secretary@ocadogroup.com
(mailto:company.secretary@ocadogroup.com)

Ocado Group plc LEI: 213800LO8F61YB8MBC74

 

 

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