Directors’ report continued
Share capital and control continued Details of the movements of the called up share capital of the Company are set out in Note 27 to the Financial Statements and the information in this Note is incorporated by reference and forms part of this Directors’ Report. All rights and obligations attaching to the Company’s ordinary shares are set out in the Company’s Articles of Association (the ‘Articles’), copies of which can be obtained from the Companies House website or by writing to the Company Secretary. Unless otherwise provided in the Articles, the terms of issue of any shares, any restrictions from time to time imposed by laws or regulations (for example insider trading laws) or pursuant to the UK Market Abuse Regulations whereby certain Directors, officers and colleagues of the Group require the approval of the Company to deal in ordinary shares of the Company, any shareholder may transfer any or all of their shares. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. The Directors may refuse to register a transfer of shares in certificated form that are not fully paid up or otherwise in accordance with the Articles. Authority to purchase own shares At the AGM held on 4 November 2021, shareholders authorised the Company to make market purchases of up to 30,897,300 ordinary shares representing approximately 10% of the issued share capital. This authority was not used during the financial year ended 31 May 2022. At the 2022 AGM, shareholders will be asked to give a similar authority. The Company does not currently hold any ordinary shares in treasury. Directors Biographical details of the Company’s current Directors are set out on pages 78 and 79 together with the names of Directors that have held office during the year. Subject to law and the Company’s Articles of Association, the Directors may exercise all of the powers of the Company and may delegate their power and discretion to Committees. The Company’s Articles of Association give the Directors power to appoint and replace Directors. Under the terms of reference of the Nomination Committee, any appointment to the Board of the Company must be recommended by the Nomination Committee for approval by the Board. The Articles of Association also require one-third of the Directors to retire by rotation each year end and each Director must offer themself for re-election at least every three years. However, in accordance with previous years and in accordance with best practice, all Directors will submit themselves for re-election at the AGM each year. During the year, no Director had any material interest in any contract of significance in the Group’s business.
Directors’ and Officers’ insurance and indemnities The Company maintains Directors’ and Officers’ liability insurance, which provides appropriate cover for any legal action brought against its Directors (including those who served as Directors or Officers during 2021/22). This cover was in place throughout the financial year ended 31 May 2022 and up to the date of this Directors’ Report. The Directors of the Company have also entered into individual deeds of indemnity with the Company which constitute as qualifying third party indemnity provisions for the purposes of section 234 of the Companies Act 2006. The deeds were in effect during the course of the financial year ended 31 May 2022 for the benefit of the Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties, powers or office. Colleagues The Group uses a number of ways to engage with its colleagues on matters that impact them and the performance of the Group. These include briefings by members of the Executive Committee, regular team meetings, the Group’s intranet site, global communications and update emails which together provide, among other information, an awareness of the financial and economic factors affecting the Company’s performance. Further information on how the Directors engage with colleagues along with how colleague interests are taken into account during decision making can be found within the Corporate Governance Report on pages 84 and 85. We conduct a colleague engagement survey to ensure all colleagues are given a voice in the organisation. In 2018, using insights from our survey and subsequent colleague engagement, we defined new values for the organisation. Details of these values are set out in the Sustainability Report on page 47. We offer colleagues the opportunity to purchase ordinary shares in the Company through participation in the Company’s Save As You Earn Scheme. At the 2019 AGM, shareholders also approved a Share Incentive Plan. Both schemes help to encourage colleague interest in the performance of the Group. Business relationships with suppliers, customers and others The Directors has summarised how they have fostered the Company’s business relationships with suppliers, customers and others on pages 24 to 27. In addition, on page 83 the Directors have included the principal decisions taken by the Company during the financial year.
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NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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