Board independence As required by the Code, at least 50% of the Board, excluding the Chair, are independent Non-Executive Directors. The Board comprises two Executive Directors, five independent Non-Executive Directors, and the Non-Executive Chair. The Board has debated and considers that all of the current Non-Executive Directors are independent, and in so doing considered the profile of all of the individuals, concluding that none of them: • Has ever been a colleague of the Group • Has ever had a material business relationship with the Group or receives any remuneration other than their salary or fees • Has close family ties with the advisers, other Directors or senior management of the Group that could reasonably be expected to cause a conflict • Holds cross-directorships or has significant links with other Directors through involvement with other companies or bodies • Represents a significant shareholder • Has at the point of this report served on the Board for more than nine years from the date of their first election The Non-Executive Directors provide a strong independent element on the Board and are well placed to constructively challenge and help develop proposals on strategy and succession planning. Between them they bring an extensive and broad range of experience to the Group.
Details of the Directors’ respective experience are set out in their biographical profiles on pages 78 and 79. The terms and conditions of appointment of Non-Executive Directors are available for inspection at the Company’s registered office during normal business hours. Diversity The principle of Board diversity (and indeed diversity across the Group) is strongly supported by the Board. It is the Board’s policy that appointments to the Board will always be based on merit so that the Board has the right balance of individuals in place. The Board recognises that diversity of thought, approach and experience is an important consideration and is therefore one of the selection criteria used to assess candidates prior to any Board appointments. Read more about diversity in the Nomination Committee Report on pages 100 to 102. The Company’s policy is to find, develop and maintain a diverse workforce at all levels with an initial focus on developing a culture where women can achieve and retain senior positions. Annual re-election In accordance with the Code, any Directors appointed in the financial year are subject to election by shareholders at the AGM and, in line with best practice, all the other Directors are subject to re-election annually.
Julie Chakraverty – induction and first impressions
We announced in October 2021 that Julie would join our Board (and all of its Committees) with effect from 1 January 2022. Before Julie joined on 1 January 2022, an induction plan was created for her which involved Julie meeting with all of the Executive Committee plus other key colleagues, including the Director of Global Governance and the CISO. Julie also met with the Company’s brokers, financial PR consultants, executive remuneration advisers, and KPMG as the Group’s auditor. We made the most of the two month window we had between late October 2021 and 1 January 2022 so that Julie had a real understanding of NCC before she started. Julie has taken on the role of the Board’s designated Non- Executive Director for colleague engagement (taking over from Jennifer Duvalier) and this has allowed her to get up to speed on colleague and cultural matters very quickly.
My comprehensive induction programme and meeting the right colleagues and advisers before 1 January 2022 really meant I “hit the ground running” at NCC. I feel that the insights I gained allowed me to make a positive contribution from my first Board meeting. Although that first Board meeting was a virtual one (due to Covid-19 restrictions at the time) I have now had the opportunity to attend three in-person Board meetings (two in Manchester and one in the Netherlands) and these, together with various events and site visits, have allowed me to engage with a number of colleagues. Being the designated Non-Executive for colleague engagement has provided me with a great channel to meet with and hear feedback from people of all levels across the business, and then synthesise key themes for the Board. I have really enjoyed my early months with NCC and look forward to contributing further and driving the colleague agenda in the boardroom over the coming years.
Julie Chakraverty Independent Non-Executive Director
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
87
Made with FlippingBook Online newsletter maker