• Recommended new share plan rules to shareholders for approval at the AGM • Received a governance and audit update from KPMG • Had presentations on the Group’s key stakeholders, e.g. our customers, suppliers and network, and reflected on Board stakeholder engagement and improving the mechanisms for this • Noted and approved the updated Code of Ethics Policy • Had a presentation from a representative from the National Cyber Security Centre • Received updates on a number of high profile cyber attacks that had been targeted at other companies and organisations • Approved some minor amendments of an administrative nature to share plan rules • Discussed and approved the Group’s Modern Slavery Statement • Reviewed Directors’ outside directorships and potential conflicts of interest and also Directors’ shareholdings, along with the annual review of Non-Executive Director independence Financial • Reviewed and approved the Annual Report and Accounts, ensuring that it is fair, balanced and understandable • Discussed and approved the full year and half year results and associated presentations to investors • Approved the interim and final dividends and discussed the dividend policy • Noted and approved the 2020/21 Group insurance cover renewal and had a presentation from the Group’s insurance brokers • Discussed and approved the 2021/22 budget • Received presentations from the brokers and financial PR advisers • Considered and approved trading updates at the full and half year end • Received regular updates from investor meetings and noted circular investor letters • Received presentations on shareholder perspectives on the Company • Continued with the colleague engagement programme, with an appointed designated NED leading the Board’s engagement activities Other Group business • Numerous Board meetings, discussions and presentations from colleagues and external advisers on the IPM acquisition • Kept updated on a number of strategic projects including the implementation of new business systems such as Salesforce and Workday and SGT • Had a presentation on the Group’s Transport practice • Approved a number of major customer contracts and bids • Received regular updates on material litigation affecting the Group
What have we looked at as a Board during 2020/21? At every meeting the Board reviews the minutes from the previous meeting and the status of any outstanding actions. Colleague engagement is a standing agenda item presented by Jennifer Duvalier as our designated Non-Executive Director for workforce engagement. The CEO and CFO present their monthly performance update reports, which are also circulated to Board members in months where there is no scheduled Board meeting. Over the year, the Board has had reports on the Group’s trading in light of Covid-19 along with the defensive measures the Group has taken in response to the pandemic. Potential opportunities created by Covid-19 have also been discussed. A significant proportion of the Board’s time has been spent on the IPM acquisition. The Board has also reviewed the following during 2020/21: Leadership and colleagues • Received an update on colleague engagement and the results of the annual colleague engagement survey • Approved a number of share scheme grants to colleagues including UK Sharesave, International Sharesave (in Australia, Denmark, the Netherlands, and Spain), and the Employee Stock Purchase Plan (in the US and Canada) • Discussed a colleague death in service and approved the placing of the insurance proceeds into trust for the beneficiary • Continued with the colleague engagement programme, with an appointed designated Non-Executive Director leading, with an update to the Board at every Board meeting • Appointed a European Managing Director for Assurance (Inge Bryan) • Had a presentation from the Global Head of Research and Development Strategy • Received regular updates on the Group’s transformation programme, “Securing Growth Together” (SGT) • Held a dedicated one day strategy session (see page 80) • Discussed the strategy day and the key points arising out of it, and had a strategy day progress check six months later • Approved a Group entity reorganisation and the establishment of subsidiary companies in Belgium, Germany and Sweden • Discussed a number of sector IPOs plus investments that competitors had made during the year Governance • Completed the Board, Committee and Chair effectiveness reviews and discussed the results of these reviews, agreeing on key focus areas for the coming year • Approved the Notice of AGM and Proxy Form • Had a number of presentations on the Group’s ESG work and progress (labelled as “sustainability” internally) • Attended the AGM and the general meeting to seek shareholder approval for the IPM acquisition
NCC Group plc — Annual report and accounts for the year ended 31 May 2021
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