Remuneration Committee report continued Annual Report on remuneration continued
Membership and attendance The Remuneration Committee membership consists solely of Non-Executive Directors and comprises Jennifer Duvalier, Chris Batterham and Julie Chakraverty. Jonathan Brooks served as Chair from 1 June 2021 until he stepped down from the Board on 27 January 2022. The Company Chair, Chief Executive Officer, Chief Financial Officer, Chief People Officer and Company Secretary attend the Remuneration Committee meetings by invitation of the Chair of the Committee from time to time and assist the Committee with its considerations. No Director is involved in setting their personal remuneration. The attendance of individual Committee members at Remuneration Committee meetings is shown in the table below:
Attendee
Meetings attended
6
6
Jennifer Duvalier
5
6
Chris Batterham 1
3
3
Julie Chakraverty 2
4
4
Jonathan Brooks 3
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 Appointed to the Committee 1 January 2022. 3 Jonathan Brooks retired from the Board on 27 January 2022.
Adviser to the Committee During the year, the Committee received advice on senior executive remuneration from Alvarez and Marsal (A&M) and was comfortable that the advice was objective and independent. A&M is a member of the Remuneration Consultants Group and is a signatory to its Code of Conduct. The total fee charged in 2021/22 for providing advice in relation to executive remuneration was £53,101. A&M did not provide any other services to the Company during the year. The Committee reviews the performance and independence of its adviser on an annual basis. During the year the Committee decided to undertake a review of the Committee’s remuneration adviser, with the Committee recognising the length of time that the current adviser (Alvarez and Marsal (A&M)) had been the Committee’s adviser. A&M and two other advisory firms of comparable calibre and experience were invited to tender for the advisory role. The Committee received pitches from all three advisers at the May 2022 Remuneration Committee meeting. Following a thorough scoring and review process and robust Committee debate, it was agreed that A&M remain the Committee’s adviser.
Service contracts and letters of appointment The service contracts and letters of appointment of the current Directors include the following terms:
Date of contract
Notice period
Executive Adam Palser Tim Kowalski Mike Maddison Non-Executive Chris Stone Chris Batterham Jonathan Brooks Julie Chakraverty Jennifer Duvalier
29 November 2017
12 months 6 months 12 months
16 July 2018 28 April 2022
31 March 2017
3 months 3 months 3 months 3 months 3 months 3 months
9 April 2015
13 March 2017 27 October 2021
25 April 2018
Mike Ettling
21 September 2017
Dilution The LTIP has a dilution limit, for new and treasury shares, of 10% of the issued ordinary share capital of the Company in any ten year period for any share option scheme operated by the Company. As at 31 May 2022 the Company had utilised 18,811,502 (31 May 2021: 15,956,413) ordinary shares through LTIP, DABS, SAYE, CSOP, ISO, RSP and ESPP awards counting towards the 10% limit, which represents 6.07% (2021: 5.17%) of the issued ordinary share capital of the Company. To clarify, this figure of 6.07% includes both discretionary and all- colleague share schemes.
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NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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