Remuneration Committee report Annual statement Driving sustainable growth
Our Remuneration Policy aims to support the growth of the business in a highly competitive market for talent.
Jennifer Duvalier Committee Chair
On behalf of your Board, I am pleased to present our Directors’ Remuneration Report (DRR) for the year ended 31 May 2022. The report is divided into three sections: an Annual Committee Chair’s Statement, the Annual Report on Remuneration for FY22, and the previously approved Directors’ Remuneration Policy. At the AGM in November 2021, 93% of shareholders voted in favour of the Directors’ Remuneration Report, and I would like to thank shareholders for their continuing support. Annual Statement 2021/22 was another busy year for the Remuneration Committee and we had six meetings in total. The Committee comprised Chris Batterham, Julie Chakraverty (who joined the Committee on 1 January 2022) and me as Chair. Jonathan Brooks chaired the Committee from 1 June 2021 until he stepped down from the Board on 27 January 2022, and I would like to thank Jonathan for all his work over his years at NCC and his significant contribution to shaping our remuneration framework. Our Board Chair, Chris Stone, also attended all the meetings. We invited our remuneration consultants, Chief People Officer, CEO, CFO and other executives to meetings as required, although we always ensure that we have time without executives present. On 1 September 2022, Lynn Fordham was appointed to the Committee. Corporate Governance Code remuneration requirements for engagement with shareholders and colleagues The Committee closely monitors shareholder guidance and feedback on remuneration. Shareholder voting on AGM remuneration resolutions is reviewed annually, shareholders are consulted when changes to policy are being considered, and major shareholders have the opportunity to provide annual feedback to the Board and Remuneration Committee on NCC’s remuneration approach at annual engagement meetings. There are a number of existing channels of communication with colleagues with regard to NCC’s remuneration policies and executive remuneration. Our engagement survey enables colleagues to provide feedback confidentially on many employment issues, including remuneration. Our designated NED for colleague engagement also
2021/22 highlights • Embedding the new Remuneration Policy for 2021–2024 as approved by shareholders at the 2021 AGM • Making further grants under the Restricted Share Plan for below-Board colleagues, to further broaden colleague share ownership • Approval of a new Share Incentive Plan (SIP) to enhance colleague share ownership at all levels • Undertaking a remuneration adviser tender • Recruiting a new CEO and overseeing the exit terms of the outgoing CEO 2022/23 priorities • Further implement our Remuneration Policy following approval at the 2021 AGM • Complete the integration of Iron Mountain remuneration practices into the Group • Further consider the expansion of ESG measures into incentive arrangements • Continue to ensure our incentive arrangements support the Group’s long-term growth strategy • Set the remuneration package for the new CEO
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