Remuneration Committee report continued Annual report on remuneration continued
Adviser to the Committee During the year, the Committee received advice on senior executive remuneration from Alvarez and Marsal (A&M) and was comfortable that the advice was objective and independent. A&M is a member of the Remuneration Consultants Group and is a signatory to its Code of Conduct. The total fee charged in 2020/21 for providing advice in relation to executive remuneration was £59,100. A&M did not provide any other services to the Company during the year. The Committee reviews the performance and independence of its adviser on an annual basis.
Service contracts and letters of appointment The service contracts and letters of appointment of the current Directors include the following terms:
Date of contract
Notice period
Executive Adam Palser Tim Kowalski
29 November 2017
12 months 6 months
16 July 2018
Non-Executive Chris Stone Chris Batterham Jonathan Brooks Jennifer Duvalier
31 March 2017
3 months 3 months 3 months 3 months 3 months
9 April 2015
13 March 2017 25 April 2018
Mike Ettling
21 September 2017
Dilution The LTIP has a dilution limit, for new and treasury shares, of 10% of the issued ordinary share capital of the Company in any ten year period for any share option scheme operated by the Company. As at 31 May 2021 the Company had utilised 15,956,413 (31 May 2020: 15,250,101) ordinary shares through LTIP, DABS, SAYE, CSOP, ISO, RSP and ESPP awards counting towards the 10% limit which represents 5.17% (2020: 5.47%) of the issued ordinary share capital of the Company. To clarify, this figure of 5.17% includes both discretionary and all-colleague share schemes. Statement of shareholder voting The following votes were received from the shareholders in respect of the Directors’ Remuneration Report and in respect of the Remuneration Policy:
Remuneration Report (2020 AGM)
Remuneration Policy (2020 AGM)
% of votes cast
% of votes cast
Total number of votes
Total number of votes
For 1
102,161,835
51.53
163,090,941
81.44
Against
96,087,573
48.47
37,158,392
18.56
Total votes cast (for and against excluding withheld votes)
198,249,408
200,249,333
12,904,409
10,904,484
Votes withheld 2
Total votes cast (including withheld votes)
211,153,817
211,153,817
1 Includes Chair’s discretionary votes. 2 A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast “for” and “against” a resolution.
Approved by the Board and signed on its behalf:
Jonathan Brooks Chair, Remuneration Committee 14 September 2021
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NCC Group plc — Annual report and accounts for the year ended 31 May 2021
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