financial year so we continue to reflect on the new governance provisions that are relevant to us.
We have also been engaged with the executive team in ensuring that all of our colleagues received the best support we could give them, specific to each of their individual needs, to manage in these new and changed circumstances. I have been very impressed by the depth and quality of the colleague support programme that the team has delivered. The Board is committed to creating and maintaining a culture where strong levels of governance thrive throughout the organisation, specifically ensuring that we send out consistent messages on our values and acceptable behaviours for our colleagues, our customers, our suppliers and our advisers. Governance standards As a Board we have focused our attention on the requirements of the UK Corporate Governance Code 2018 (the ‘Code’) and are reporting against this Code in our Annual Report and Accounts. A key focus for the 2018 Code is culture and ensuring that it aligns with the Group’s purpose, strategy and values. Culture has been high on the Board’s agenda for some time and the Board considers culture to be an essential ingredient in meeting our long-term, sustainable returns to shareholders and indeed our stakeholders. The Board, the Executive Committee and the senior management continue to promote our culture and standards throughout the business and lead by example to provide a strong corporate governance framework. One of the most significant changes to the Code affecting NCC Group is in respect of workforce engagement. Our main stakeholder is our colleagues and we wanted to develop meaningful mechanisms to ensure that we, as a Board, have meaningful and regular dialogue with our dedicated and committed workforce. This then puts us in a strong position to deliver our strategy. To assist us with this, during the year, Jennifer Duvalier (between 1 June to 31 December 2021) and Julie Chakraverty (from 1 January to 31 May 2022), both Non‑Executive Directors, have continued their excellent work as our designated Non-Executive Director for workforce engagement. Jennifer and Julie (along with other Non-Executive colleagues, including me) have been meeting (albeit virtually but in recent months physically) and speaking with colleagues around the world and reporting back on findings at each Board meeting via a dedicated agenda slot. We have not let Covid-19 be a barrier to hearing our colleagues’ opinions around the Board table. As a people business, this is a crucial area for us to focus on and continue to get right. Towards the end of the 2020/21 financial year, we re-joined the FTSE 350 and remained in the index throughout our 2021/22
Our approach As individual Directors we recognise our statutory duty to act in the way we each consider, in good faith, would be most likely to promote the success of NCC Group for the benefit of its members as a whole, as set out in section 172 of the Companies Act 2006. Our role as the Board is to set the strategy of the Group and ensure that management operates the business in accordance with this strategy. We believe this approach will promote the Group’s long-term success and our customers’ interests as well as create value for shareholders and have regard to our other key stakeholders such as our colleagues. The Board’s intention is to hand over the business to our successors in a better and more sustainable position for the future. We recognise the renewed focus on the contribution that a successful company can make to wider society in general, in addition to generating value for shareholders, and as a Board we want to ensure that we have effective engagement with, and encourage participation from, shareholders and other stakeholders. During the year we have continued to reflect on who our key stakeholders are and assessed our current engagement mechanisms to ensure the effectiveness of that engagement. We then factor into our decision making any feedback from that engagement. Board changes During the year, Julie Chakraverty was appointed as an independent Non-Executive Director on 1 January 2022, and Jonathan Brooks retired from the Board on 27 January 2022. As announced, Adam Palser stepped down as CEO on 17 June 2022 and Mike Maddison has now replaced him with effect from 7 July 2022. I would like to thank both Adam and Jonathan for their dedicated service over the years and wish them both well for the future. We also welcome Lynn Fordham as an independent Non-Executive Director from 1 September 2022. The biographies of all the Board members can be found on pages 78 and 79. Board composition and diversity With regard to our current diversity, I am satisfied that we have an appropriately diverse Board in terms of experience, skills and personal attributes among our Board members. The Directors have many years of experience gained across a variety of industries and sectors, ensuring a mix of views and providing a broad perspective. During the year, we have made strides to improve the diversity around our Board table, although we recognise that we still have some progress to make in terms of improving the diversity of the Board and our executive team (and indeed our workforce as a whole). With that in mind, 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% female representation 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. Given that it remains a fairly young Board in terms of tenure, this continued improvement in diversity will not be a quick process but we are very mindful of the need to continue to take positive action, and the matter is fully on our agenda, as can be seen with the appointments we have made 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.
Board tenure as at 31 May 2022
Chris Stone
5 years 2 months
Mike Maddison
0 years 0 months (appointed 7 July 2022)
Adam Palser
4 years 6 months
Tim Kowalski
3 years 10 months
Chris Batterham
7 years 1 month
Julie Chakraverty
5 months
Jennifer Duvalier
4 years 1 month
Mike Ettling
4 years 8 months
Lynn Fordham
0 years 0 months (appointed 1 September 2022)
31 May:
2015
2016
2017
2018
2019
2020
2021
2022
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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