• Received regular reports from the Deputy Company Secretary on governance matters and best practice updates • Had presentations on the Group’s key stakeholders, e.g. our customers, suppliers and network, and reflected on Board stakeholder engagement and improving the mechanisms for this • Noted and approved the Group’s Tax Strategy • Received updates on a number of high profile cyber-attacks that had been targeted at other companies and organisations • Approved some minor amendments of an administrative nature to share plan rules • Discussed and approved the Group’s Modern Slavery Statement • Reviewed Directors’ outside directorships and potential conflicts of interest and also Directors’ shareholdings, along with the annual review of Non-Executive Director independence • Reappointed the external auditor following recommendation from the Audit Committee • Received reports on any material litigation issues affecting the Group • Received presentations on TCFD and carbon reduction initiatives Financial • Reviewed and approved the Annual Report and Accounts, ensuring that it is fair, balanced and understandable • Discussed and approved the full-year and half-year results and associated presentations to investors • Approved the interim and final dividends and discussed the dividend policy • Noted and approved the 2021/22 Group insurance cover renewal • Discussed and approved the 2022/23 budget • Received presentations from the brokers and financial PR advisers • Considered and approved trading updates at the full and half‑year end • Received regular updates from investor meetings and noted circular investor letters • Received external presentations on shareholder perspectives on the Company Other Group business • Continued to be kept updated on the integration progress following the IPM acquisition in June 2021 • Kept updated on a number of strategic projects including the implementation of new business systems such as Salesforce and Workday and SGT • Had a number of sales and marketing presentations including presentations on NCC’s sales within the financial services and industrials sectors • Received briefings on Fox-IT, Crypto and Data Diodes during the Board visit to the Netherlands • Had an update briefing from the new Group IT Director • Approved a number of major customer contracts and bids • Received regular updates on material litigation affecting the Group
What have we looked at as a Board during 2021/22? At every meeting the Board reviews the minutes from the previous meeting and the status of any outstanding actions. Colleague engagement is a standing agenda item presented by Julie Chakraverty as our designated Non-Executive Director for workforce engagement. The CEO and CFO present their monthly performance update reports, which are also circulated to Board members in months where there is no scheduled Board meeting. Over the year, the Board has had reports on the Group’s trading in light of Covid-19 along with the trading performance of the IPM acquisition. The Board has also reviewed the following during 2021/22: Leadership and colleagues • Appointed a new CEO (Mike Maddison) and a new independent Non-Executive Director (Julie Chakraverty) • Received an update on colleague engagement and the results of the annual colleague engagement survey • Approved a number of share scheme grants to colleagues including UK Sharesave, International Sharesave (in Australia, Denmark, the Netherlands and Spain), and the Employee Stock Purchase Plan (in the US and Canada) • Approved a new Share Incentive Plan (SIP) • Discussed a number of colleague deaths in service and approved the application of the insurance proceeds to beneficiaries • Continued with the colleague engagement programme, with an appointed designated Non-Executive Director leading, with an update to the Board at every Board meeting • Appointed a new Chief People Officer (Michelle Porteus) • Received updates on the Group’s pension scheme Strategy • Received regular updates on the Group’s transformation programme, “Securing Growth Together” (SGT) • Held a dedicated one day strategy session (see page 86) • Discussed the strategy day and the key points arising out of it, and had a strategy day progress check six months later, along with regular check-ins on progress against strategy • Approved the establishment of a new subsidiary company in Portugal • Discussed a number of sector IPOs, divestments and M&A activity, plus investments that competitors had made during the year Governance • Continued with the colleague engagement programme, with an appointed designated NED leading the Board’s engagement activities • Completed the Board, Committee and Chair effectiveness reviews and discussed the results of these reviews, agreeing on key focus areas for the coming year • Approved the Notice of AGM and Proxy Form • Had a number of presentations on the Group’s ESG work and progress (labelled as “sustainability” internally) • Attended the AGM and the general meeting to seek shareholder approval for the IPM acquisition
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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