Board composition and division of responsibilities continued
Board, Committee and Chair evaluation process 2021
Company Secretary reviewed 2020 questionnaires and evaluation exercise results and, based on this, proposed questionnaires for the 2021 evaluation exercise.
The proposed questionnaires were reviewed and approved by the Chair and Committee Chairs and (for the Chair’s review) the Senior Independent Director.
Questionnaires were added to an online survey website which ensured the anonymous and efficient collection of answers.
Summary reports together with the results and comments received were prepared for the Board and Committee meetings where the results were discussed and key actions for the coming year agreed.
The responses were collated and analysed by the Company Secretary who then shared these with the Chair and Committee Chairs and (for the Chair’s review) the Senior Independent Director.
Board members, the Company Secretary and regular Committee attendees were then invited to complete the questionnaires.
The Chair held one-to-one meetings with Board members where areas of interest could be discussed in more detail.
The Senior Independent Director met with the Chair to discuss the Chair evaluation results.
Committee evaluation During the year, each of the Audit, Remuneration, Nomination and Cyber Security Committees carried out an internal self-evaluation on their effectiveness. The conclusion from the Committee reviews is that, overall, the Committees are working well but some recommendations were made, as per the table below.
Committee
Focus areas
• Continuing to focus on reducing the length of Committee papers (using summaries where appropriate) but acknowledgement that the internal papers had improved • Continuing to ensure that Committee papers were circulated as early as possible • An acknowledgement that Covid-19 (and the delay to the 2020 full year results) had resulted in too many Committee meetings and the number of meetings should be reduced to normal levels • The change in audit partner during the year was felt to have brought a refreshed perspective to the external auditor’s view and the audit partner’s onboarding should continue • Continuing to take the papers/presentations as read and focusing on more value-adding dialogue, discussion, and interaction rather than going through the Committee briefing packs • Acknowledgement that the presentation from the Director of Operations at the UK’s National Cyber Security Centre (NCSC) had been excellent and more external presenters should be used where possible • A review of whether external advisers/consultants could attend future Committee meetings • More frequent updates on the nature of the changing cyber threat landscape, e.g. what are the current major topics within cyber and the significant threats
Audit
Cyber Security
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NCC Group plc — Annual report and accounts for the year ended 31 May 2021
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