Principal decisions made during the year Throughout this Annual Report, we have provided examples of how we have thought about the likely consequences of long-term decisions and detailed below are how the Board considered stakeholders, and the information we received through engagement, into a number of its key decisions in 2021/22. When making each decision, the Board carefully considered how it impacted on the success of the Group and its long-term (financial and non-financial) impact and had due regard to the others matters set out in section 172(1)(a)–(f) of the Companies Act 2006. The below should be read in conjunction with our stakeholder section on pages 24 to 27, along with other sections of the Annual Report where appropriate.
What principal decisions have been made and what have we looked at as a Board during 2021/22? Section 172 statement Section 172 of the Companies Act 2006 requires a director of a company to act in the way they consider, in good faith, would most likely promote the success of the company for the benefit of its members as a whole, but having regards to a range of factors set in section 172(1)(a)–(f) of the Companies Act 2006. In discharging our section 172 duty, we have regard for these factors, taking them into consideration when decisions are made. The Board understands the importance of stakeholder engagement and, through regular updates from the Executive Directors and other senior managers, they have provided challenge and oversight throughout the year. The Company’s stakeholders are set on pages 24 to 27, with an overview of how we engage with them, how it relates to our strategy and highlights from the previous year.
Topic
Stakeholder group
Engagement we received
Decision taken and our response
Reference
Board diversity Colleagues, shareholders, customers
We have been cognisant for a while of the need to improve the diversity around our Board table and a number of colleagues and shareholders had also commented on our lack of progress on this. We recognised that our Board was not representative of the society in which we operate and of our colleague and customer bases. The Board had feedback sessions from investors following the half and full-year results and numerous briefings from the Chief People Officer. When bidding for work, a number of customers have commented on our lack of progress with diversity and it was important for us to really pay attention to this to ensure that we would not lose future opportunities based on our lack of diversity. Shareholders were engaged throughout the IPM acquisition process including discussing the rationale for the acquisition, with a general meeting held on 1 June 2021 with 100% shareholder approval for the acquisition, showing the extent of our engagement with our shareholders, and that they were extremely supportive of the acquisition. The Board has had a number of updates on the integration progress throughout the year from senior colleagues within Software Resilience, IT and HR. The Audit Committee has also been closely involved with the integration process. Given this is a vital area to get right, the Remuneration Committee has also incentivised the integration. Existing customers of IPM were contacted to ensure a smooth transition post acquisition.
Last year we made the firm commitment to have at least 33% female representation and at least one person of colour on the Board by 2024. 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.
Our Board biographies on pages 78 and 79. Nomination Committee Report on page 101.
IPM acquisition and integration
Shareholders, colleagues, customers
During the acquisition process, the Board wanted to ensure that all shareholders understood the rationale for the acquisition and the impact on the business. Following the acquisition of the IPM business in June 2021 the Board felt that it was vital to be fully appraised of and involved in the key activity of ensuring that the newly acquired business was fully and properly integrated into NCC’s existing business, this also included managing any risk of customer attrition. A colleague engagement session with our new IPM colleagues has been arranged and Julie Chakraverty will report back to the Board on the findings from this session, and how our new IPM colleagues are adjusting to life within NCC, and what NCC can learn from their onboarding process.
Chair’s statement on page 6. Remuneration Committee Report on page 112.
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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