Governance standards As a Board we have focused our attention on the requirements of the UK Corporate Governance Code 2018 (the ‘Code’) and are reporting against this Code in our Annual Report and Accounts. A key focus for the 2018 Code is culture and ensuring that it aligns with the Group’s purpose, strategy and values. Culture has been high on the Board’s agenda for some time and the Board considers culture to be an essential ingredient in meeting our long-term, sustainable returns to shareholders and indeed our stakeholders. The Board, the Executive Committee and the senior management continue to promote our culture and standards throughout the business and lead by example to provide a strong corporate governance framework. One of the most significant changes to the Code affecting NCC Group is in respect of workforce engagement. Our main stakeholder is our colleagues and we wanted to develop meaningful mechanisms to ensure that we, as a Board, have meaningful and regular dialogue with our dedicated and committed workforce. This then puts us in a strong position to deliver our strategy. To assist us with this, during the year, Jennifer Duvalier, a Non‑Executive Director, has continued her excellent work as our designated Non-Executive Director for workforce engagement. Jennifer (along with other Non-Executive colleagues, including me) has been meeting (albeit virtually) and speaking with colleagues around the world and reporting back on findings at each Board meeting via a dedicated agenda slot. We have not let Covid-19 be a barrier to hearing our colleagues’ opinions around the Board table. As a people business, this is a crucial area for us to focus on and get right. Towards the end of our financial year, we re-joined the FTSE 350 so we are now reflecting on the new governance provisions that are now relevant and we will report back on these next year.
Our approach As individual Directors we recognise our statutory duty to act in the way we each consider, in good faith, would be most likely to promote the success of NCC Group for the benefit of its members as a whole, as set out in section 172 of the Companies Act 2006. Our role as the Board is to set the strategy of the Group and ensure that management operates the business in accordance with this strategy. We believe this approach will promote the Group’s long-term success and our customers’ interests as well as create value for shareholders and have regard to our other key stakeholders such as our colleagues. The Board’s intention is to hand over the business to our successors in a better and more sustainable position for the future. We recognise the renewed focus on the contribution that a successful company can make to wider society in general in addition to generating value for shareholders, and as a Board we want to ensure that we have effective engagement with, and encourage participation from, shareholders and other stakeholders. During the year we have reflected on who our key stakeholders are and assessed our current engagement mechanisms to ensure the effectiveness of that engagement. We then factor into our decision making any feedback from that engagement. Board changes We have made no changes to the Board during the year. The biographies of all the Board members can be found on pages 74 and 75. Board composition and diversity With regard to our current diversity, I am satisfied that we have an appropriately diverse Board in terms of experience, skills and personal attributes among our Board members. The Directors have many years of experience gained across a variety of industries and sectors, ensuring a mix of views and providing a broad perspective. All that said, we recognise that we still have much progress to make in terms of improving the diversity of the Board and our Executive Team (and indeed our workforce as a whole). With that in mind, during the year we have made the commitment that by 2024, we will have at least 33% female representation on our Board and at least one person of colour. Although this is best practice for FTSE 350 companies, we will commit to this target regardless of which share index we are in. (To achieve this commitment by 2024 based on our current Board size of seven Directors, we would need to have at least three female Directors out of the seven. At least one of the seven would be a person of colour). We will look to address this during future Board and Executive Committee appointments. Given that this is a fairly young Board in terms of tenure, this improvement in diversity will not be a quick process but we are very mindful of the need to take positive action, and the matter is fully on our agenda. Accessing the candidates we require to reach this target will involve us looking beyond the obvious pool of existing board directors within the UK and we intend to ensure that we extend our talent search to other sectors and countries to ensure we find a diverse pool of candidates from which to choose to provide us with true diversity around our Board table.
Board tenure as at 31 May 2021
Chris Stone
4 years 2 months
Adam Palser
3 years 6 months
Tim Kowalski
2 years 10 months
Chris Batterham
6 years 1 month
Jonathan Brooks
4 years 3 months
Jennifer Duvalier
3 years 1 month
Mike Ettling
3 years 8 months
31May:
2015
2016
2017
2018
2019
2020
2021
NCC Group plc — Annual report and accounts for the year ended 31 May 2021
71
Made with FlippingBook Converter PDF to HTML5