Colleagues The Group uses a number of ways to engage with its colleagues on matters that impact them and the performance of the Group. These include briefings by members of the Executive Committee, regular team meetings, the Group’s intranet site, global communications and update emails which together provide, among other information, an awareness of the financial and economic factors affecting the Company’s performance. Further information on how the Directors engage with colleagues along with how colleague interests are taken into account during decision making can be found within the Corporate Governance Report on page 80. We conduct a colleague engagement survey to ensure all colleagues are given a voice in the organisation. In 2018, using insights from our survey and subsequent colleague engagement, we defined new values for the organisation. Details of these values are set out in the Sustainability Report on page 60. We offer colleagues the opportunity to purchase ordinary shares in the Company through participation in the Company’s Save As You Earn Scheme. At the 2019 AGM, shareholders also approved a Share Incentive Plan. Both schemes help to encourage colleague interest in the performance of the Group. Equal opportunities The Group is committed to providing equality of opportunity to all colleagues without discrimination and applies fair and equitable employment policies which seek to promote entry into and progression within the Group. Appointments are determined solely by application of job criteria, personal ability, behaviour and competency. In the opinion of the Directors, all colleague policies are deemed to be effective and in accordance with their intended aims. Disabled persons Disabled persons have equal opportunities when applying for vacancies, with due regard to their aptitudes and abilities. Procedures ensure that disabled colleagues are fairly treated in respect of training and career development. For those colleagues becoming disabled during the course of their employment, the Group is supportive so as to provide an opportunity for them to remain with the Group, wherever reasonably practicable. Political donations During the year the Company made no political donations (2020: £nil). Sustainability Report The Company’s Sustainability Report on pages 53 to 68 provides an update on the Group’s policies and activities in respect of its wider stakeholders, including colleagues; community, environmental, ethical and health and safety issues; and modern slavery.
Change of control In the event of a change of control of the Company, the Group and each of its lenders shall enter into negotiation for a period to determine how the Group’s loan facilities may continue and if after negotiation there is no agreement the lender has the right to cancel the commitment. There are no agreements between the Company and its Directors or colleagues providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid. Disclosure of information to the auditor The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all reasonable steps to ascertain any relevant audit information and ensure the auditor is aware of such information. Reappointment of auditor The Board approved the Audit Committee’s recommendation to put a resolution to shareholders recommending the reappointment of KPMG LLP as the Company’s auditor and KPMG LLP has indicated its willingness to accept the reappointment as auditor to the Company. The Audit Committee, in its recommendation, confirmed that (1) the recommendation was free from influence by a third party and (2) no contractual term of the kind mentioned in Article 16(6) of the EU Regulation 537/2014 has been imposed on the Company. A resolution to reappoint KPMG LLP as auditor will be put to the members at the AGM. Annual General Meeting The notice of the Company’s AGM to be held at 2pm on 4 November 2021 at its head office at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester M3 3AQ, along with details of the business to be proposed and explanatory notes, will be available on the Group’s website together with the Annual Report and Accounts. All shareholders will be notified by post or email, at their request, when the documents have been made available. Although the Company is not expecting to be legally restricted in terms of attendance at the AGM, the Board remains committed to protecting the health and wellbeing of its shareholders and of the general public. Therefore, it is regrettably the opinion of the Board that due to the increase in the number of Covid-19 cases reported in the UK, shareholders should not physically attend the AGM. Accordingly, the Board strongly urges shareholders to consider whether travelling to and attending the AGM would be necessary under the current circumstances. In any event, attendees may be required to wear face coverings and will be required to keep a distance between themselves and other attendees. The Company will arrange for the AGM to be convened with the minimum necessary quorum, to conduct the necessary business of the AGM. The Company therefore strongly encourages all shareholders to appoint the Chair of the Meeting as their proxy and to submit their voting instructions electronically in advance of the Meeting, in accordance with the instructions contained in the Notice of AGM. Capitalised interest During the period, no interest was capitalised by the Group (2020: £nil). The tax benefit on this amount was £nil (2020: £nil).
Overseas branches As at 31 May 2021, the Group had no overseas branches.
Research and development We are committed to using innovative, cost effective and practical solutions for providing high quality services and we recognise the importance of ensuring that we focus our investment on the development of technology. The Group’s research and development expenditure is predominantly associated with computer and software systems.
NCC Group plc — Annual report and accounts for the year ended 31 May 2021
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