We will look to continue to address this during future Board and Executive Committee appointments. Given that it remains 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, as can be seen with the action we have taken during the year. 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. When a new Director is appointed they receive a full, formal and tailored induction into the Company and discuss with the Chair any immediate training requirements. (To read more about Julie Chakraverty’s induction, please see page 87.) During the coming year we will ensure that our new CEO (Mike Maddison) and our new independent Non-Executive Director (Lynn Fordham) are provided with a formal, comprehensive and tailored induction programme and we will report back on this more fully in next year’s Annual Report. The Committee’s terms of reference can be found in the Investor Relations section of the Company’s website: www.nccgroupplc.com/investor-relations. The terms of reference are reviewed annually and updated when necessary. Committee meetings During this financial year, the Committee held eight scheduled meetings. The attendance of individual Committee members at Nomination Committee meetings is shown in the table below. Unless otherwise indicated, all Directors held office throughout the year.
The Chair of the Board leads the process for the appointment of new Non-Executive Directors to the Board and for the appointment of the Chief Executive Officer. The Chief Executive Officer, in conjunction with the Chair, leads the process for the Chief Financial Officer. The Senior Independent Director leads the process for a new Chair of the Board. In relation to an appointment to the Board, the Committee draws up a specification and assesses the capabilities and experience required for such a role, taking into account the Board’s existing composition, including relevant experience and understanding of our stakeholder groups. We also assess the time commitment required. Candidates are sought by third party executive search consultants and, where appropriate, through the assessment of internal candidates and are then formally considered by the Nomination Committee. Extensive external referencing is completed. Diversity Our objective is to have a broad range of skills, backgrounds, experiences and personal attributes within the Board as this ensures the Board is best placed to serve the Company. All appointments are made on merit and against objective criteria with due regard for the benefits of diversity on the Board, including gender, nationality, and educational and professional background, as well as individual characteristics which will enhance diversity of thinking on the Board. The Company and the Committee value the aims and objectives of the Hampton-Alexander Review on FTSE women leaders and the Parker Review on ethnic diversity of UK boards and support and apply the Group’s diversity policy. The Group’s gender diversity statistics are set out on page 49. At Board level, we currently have three females on our Board and one person of colour, but we note that diversity extends beyond the measurable statistics of gender and ethnicity. As such, while we historically have not set any particular targets, we continue to take diversity in its wider context into account, having regard to the diversity policy, and recommend only the most appropriate candidates for appointment to the Board. During the year ended 31 May 2021, we made the firm commitment that by 2024, we will have at least 33% female representation on our Board and at least one person of colour. With our recent appointments, we have now delivered on our commitment and are also on course to meet the FTSE Women Leaders Review target of 40% by the end of 2025. Although this is best practice for FTSE 350 companies, we have committed to this target regardless of which share index we are in. (To achieve this commitment by the end of 2025 based on our current Board size of eight Directors, we would need to have at least four female Directors out of the eight.) Our Board now has 37.5% female representation (three out of eight), and we will look to improve this further still during any future appointments to the Board.
Attendee
Meetings attended
8
8
Chris Stone
7
8
Chris Batterham 1
6
6
Jonathan Brooks 2
3
3
Julie Chakraverty 3
8
8
Jennifer Duvalier
At all times all of the Committee meetings remained quorate. Meetings attended Possible meetings 1 Missed one meeting due to a pre-existing personal commitment. 2 Jonathan Brooks retired from the Board on 27 January 2022. 3 Julie Chakraverty was appointed to the Board on 1 January 2022.
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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