Board composition and division of responsibilities continued
Board, Committee and Chair evaluation process 2022
Company Secretary reviewed 2021 questionnaires and evaluation exercise results and, based on this, proposed questionnaires for the 2022 evaluation exercise.
The proposed questionnaires were reviewed and approved by the Chair and Committee Chairs and (for the Chair’s review) the Senior Independent Director.
Questionnaires were added to an online survey website, which ensured the anonymous and efficient collection of answers.
Summary reports together with the results and comments received were prepared for the Board and Committee meetings where the results were discussed and key actions for the coming year agreed.
The responses were collated and analysed by the Company Secretary who then shared these with the Chair and Committee Chairs and (for the Chair’s review) the Senior Independent Director.
Board members, the Company Secretary and regular Committee attendees were then invited to complete the questionnaires.
The Chair held one-to-one meetings with Board members where areas of interest could be discussed in more detail.
The Senior Independent Director met with the other Non-Executive Directors (without the Chair being present) to discuss the Chair’s performance during the year.
The Senior Independent Director met with the Chair to feed back and discuss the Chair evaluation results.
Committee evaluation During the year, each of the Audit, Cyber Security, Nomination and Remuneration Committees carried out an internal self-evaluation on its effectiveness. The conclusion from the Committee reviews is that, overall, the Committees are working well but some recommendations were made, as per the table below.
Committee
Focus areas
Audit
• Continuing to focus on reducing the length of Committee papers (using summaries where appropriate) but acknowledgement that the internal papers had continued to improve • Continuing to ensure that Committee papers were circulated as early as possible • An acknowledgement that the cloud computing issue could have been handled better, and recommendations had been made to improve processes for future • Ensure open communication to discuss any potential accounting issues at an earlier stage, to allow for quick resolution • Continuing to decouple audit committees to board meetings that had previously been held on the same day to allow further time for appropriate discussion and challenge • Continuing to take the papers/presentations as read and focusing on more value-adding dialogue, discussion and interaction rather than going through the Committee briefing packs • Improving the Committee’s knowledge and understanding of how NCC actually uses the tools and processes that it offers to clients • A review of whether external presenters or advisers/consultants could attend future Committee meetings • More frequent updates on the nature of the changing cyber threat landscape, e.g. what are the current major topics within cyber and the significant threats, plus recent security incidents that organisations have experienced
Cyber Security
90
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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