Committee
Focus areas
• Making strong initial progress with our firm commitment to have at least 33% female representation and at least one person of colour on the Board by 2024 • Succession planning for the Board and senior management and in particular a discussion on Executive Director succession planning in general terms over the next 6–12 months • Improving succession plans for senior executives and improving exposure to senior executives at Board meetings and within more informal settings • Continuing to have opportunities for more open and unfettered discussion (Executive Directors and HR colleagues are now invited to meetings on a by exception basis) • Embedding the 2021–2024 Directors’ Remuneration Policy (subject to shareholder approval at the 2021 AGM) • Ensuring that the Group’s reward structure aligns to the key issues facing the Group rather than standard industry practice • Continuing to focus on choosing appropriate benchmarks against which to compare NCC Group’s remuneration packages against
Nomination
Remuneration
Individual Director appraisal process During the year, the Senior Independent Non-Executive Director evaluated the performance of the Chair and the Chair evaluated the performance of each Director. In addition, the Non-Executive Directors met independently from the Executive Directors to discuss with the Chair the overall functioning of the Board and his contribution in making it effective.
Operation of governance framework Role of the Board
The Board is responsible for reviewing, challenging and approving the strategic direction of the Group, while providing strong values-based leadership of the Company, within a framework of prudent and effective controls, which enable risk to be assessed and appropriately managed. The Board reviews the Group’s business model and strategic objectives to ensure that the necessary financial and human resources are in place to achieve these objectives, to sustain them over the long term and to review management’s performance in their delivery. The Board sets the tone of the Company’s values and ethical standards and manages the business in a manner to meet its obligations to shareholders and other stakeholders. The Board receives information on at least a monthly basis to enable it to review trading performance, forecasts and strategy and it has a schedule of matters specifically reserved for its decision. The most significant of these are: • Approval of strategic plans, the annual budget and any material changes to them • Oversight of the Group’s operations, ensuring competent and prudent management, sound planning, and an adequate system of internal control and governance • Through the Audit Committee, oversight of financial reporting systems and information and adherence to appropriate accounting policies • Changes to the structure, size and composition of the Board and Executive Committee, and oversight of the Company culture and the ethical standards of the leadership and the independence of Non-Executive Directors, taking into consideration prudent succession planning
• Approval of the acquisition or disposal of subsidiaries and major investments and capital projects • Approval of the dividend, treasury and banking policies, including the Group’s capital structure
• Through the Remuneration Committee, the delivery of an effective executive and senior management Remuneration Policy • Receiving reports on the views of shareholders and approval of all documents put to shareholders at a general meeting or circulated to shareholders • Approval of the appointment of key advisers The Board has a schedule of specific matters reserved for its decision where it feels they are critical to the ongoing success of the business and are of a significant nature to merit the Board having such a decision reserved to it. The Group also has a Group Authority Matrix (which documents the levels of authority delegated from the Board to various role holders within the Group). The schedule of matters reserved for decision by the Board and the Group Authority Matrix are complementary documents and are designed to ensure that decisions are either made by the Board or delegated to an appropriate senior colleague within the Group. As noted above, the operational management of the Group is delegated to the Executive Committee. The Board also delegates other matters to Board Committees and management as appropriate.
NCC Group plc — Annual report and accounts for the year ended 31 May 2021
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