Very Large Organisations – amended Sentencing Guideline but still room for ambiguity

The Sentencing Council has amended the Health and Safety Offences, Corporate Manslaughter and Food Safety and Hygiene Offences Definitive Guideline (the Guideline) in relation to the sentencing of Very Large Organisations (VLOs).

The amended Guideline is in response to calls to amend the Sentencing Guideline for VLOs, defined as having an annual turnover that “very greatly exceeds” £50 million, which arose due to the fact that courts had limited direction from the existing Guideline as to how to approach the sentencing of a VLO. This was in stark contrast to the clear guidance for small, medium and large organisations in the Guideline, including prescribed starting point fines and ranges for those other sizes of organisation.

Uncertainty as to the definition of a VLO, and variation in the interpretation and application of the Guideline by different courts across the country has resulted in differing fine levels.

Whilst the Guideline changes, which have been effective since the beginning of June 2025, do provide some areas of clarity and guidance for Judges sentencing VLOs, there remains ambiguity on some of the key sentencing issues.

Consultation on the Guideline

The amendments followed a consultation process, which looked at and compared a number of different criminal offence guidelines and which aimed to standardise wording across the various guidelines.

The consultation process attracted submissions from a number of stakeholders including the judiciary, regulators, and law firms. A number of stakeholders made submissions about what the threshold for a VLO should be. Caution was urged by a number of responders regarding the application of a mathematical formula for the sentencing exercise for VLOs as the turnover often does not reflect the profitability or other financial markers of an organisation. In particular, the point was made that public bodies may, on the face of their accounts, fall within the VLO category but may also have other financial considerations and difficulties to take into consideration.

What has changed?

The amended Guideline does not significantly alter the definition of a VLO, or introduce starting point fines and ranges, as exists for other sizes of organisation. However, the amendments did make clearer the  guidance to judges. For example, where the Guideline previously stated that “it may be necessary” to move outside of the large organisation range to achieve a proportionate sentence, it now states “courts should consider” fines outside of the range. In our experience, and with reference to available case reports, this was in practice already the courts’ approach.

The amendments also clarify that the sentencing exercise for a VLO must be conducted with reference to the culpability and harm factors, the aggravating and mitigating factors. In addition, the amendments provide that any fine should be proportionate to the means of the organisation, sufficiently large to constitute appropriate punishment “depending on the seriousness of the offence”.

Comment

The changes do provide some extra assistance for Judges sentencing VLOs. For example, the discretion as to whether or not to move outside of the range for large organisations is more limited, and this means that a VLO is unlikely to receive a fine within a large organisation range. In our experience, this was largely the case in practice and so the Guideline is now more in line with what the courts were doing in practice.

It remains the case that for VLOs the appropriate sentence cannot be reached by merely applying a mathematical formula to the starting points and ranges for large organisations. To that extent the same uncertainty remains, and there will likely continue to be variation in interpretation and approach in the courts, and in turn the need for careful and persuasive submissions from the legal teams representing any VLO.