Board composition and division of responsibilities
Role profiles are in place for the Chair and Chief Executive Officer, which clearly set out the duties of each role.
Role
Responsibilities
Chair of the Board (Chris Stone)
Is responsible for the running and leadership of the Board, setting its agenda and ensuring its effectiveness on all aspects of its role, and promoting a culture of openness, debate and the highest standards of corporate governance. The Chair, in conjunction with the CEO and other Board members, plans the agendas, which are issued with the supporting Board papers in advance of the Board meetings. These supporting papers provide appropriate information to enable the Board to discharge its duties which include monitoring, assessing and challenging the executive management of the Group. Together with the senior management team (ExCom), is responsible for the day-to-day running of the Group’s business, implementing the strategy and policies approved by the Board, and regularly providing performance reports to the Board. The role of CEO is separate from that of the Chair to ensure that no one individual has unfettered powers of decision. Works closely with the CEO with specific responsibility for all financial matters, including Group accounting policies, financial control, tax and treasury management, risk management and financial probity. The CFO is also accountable for the transparency and appropriateness of management information and key performance indicators, internally and externally. Provides a sounding board for the Chair and serves as an intermediary for other Directors, colleagues and shareholders when necessary. The main responsibility is to be available to the shareholders should they have concerns that they have been unable to resolve through normal channels or when such channels would be inappropriate. Bring experience and independent judgement to the Board. Maintain an ongoing dialogue with the Executive Directors which includes constructive challenge of performance and the Group’s strategy.
Chief Executive Officer (Adam Palser)
Chief Financial Officer (Tim Kowalski)
Senior Independent Director (Chris Batterham)
Non-Executive Directors (Jonathan Brooks, Jennifer Duvalier and Mike Ettling) Designated Non-Executive Director for engagement with the workforce (Jennifer Duvalier)
Leads on Board engagement with the workforce (please see separate section on page 80).
Company Secretary (Tim Kowalski)
Ensures good information flows within the Board and its Committees and between senior management and Non-Executive Directors. The Company Secretary is responsible for facilitating the induction of new Directors and assisting with their professional development as required. All Directors have access to the advice and services of the Company Secretary to enable them to discharge their duties as Directors. The Company Secretary is responsible for ensuring that Board procedures are complied with and for advising the Board through the Chair on governance matters. The appointment and removal of the Company Secretary is a matter for the Board as a whole. Tim is supported with his company secretarial duties by a Deputy Company Secretary.
Meetings and attendance The Board considers that each Director is able to allocate sufficient time to the Company to discharge their responsibilities effectively. The Non-Executive Directors are contracted to spend a minimum of 24 days per annum on the Group’s affairs, and the Chair 60 days. A summary of each current Director’s attendance at meetings that they were eligible to attend of the Board and its Committees during the financial year ended 31 May 2021 is shown below. Unless otherwise indicated, all Directors held office throughout the year. More Board meetings than usual were held during the year due to the delayed full year results caused by Covid-19, plus the acquisition of IPM.
Board
Audit
Nomination
Cyber Security
Remuneration
Chris Stone
N/A
N/A
N/A
N/A
N/A
N/A
Adam Palser
N/A
N/A
N/A
N/A
Tim Kowalski
Chris Batterham Jonathan Brooks 1 Jennifer Duvalier
N/A
Mike Ettling 2
N/A
N/A
N/A
1 Was absent for July 2020’s meetings due to sudden illness. Jennifer Duvalier chaired the July 2020 Remuneration Committee meeting. 2 W as absent due to personal circumstances.
Committee Chair
78
NCC Group plc — Annual report and accounts for the year ended 31 May 2021
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