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. We intend to reflect on who our key stakeholders are and assess our current engagement mechanisms to ensure effectiveness of that engagement. We will then factor in to our decision-making any feedback from that engagement.
Our main stakeholder is our colleagues and we intend to develop 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.
Tim Kowalski, an experienced public company finance director, joined the Group and the Board on 23 July 2018 as CFO. He succeeded Brian Tenner who subsequently left the Group in August 2018. Tim's biography and those of the other Board members can be found in the Board of Directors. Thomas Chambers, independent Non-Executive Director, resigned from the Board following the Company's AGM on 26 September 2018. I would like to record my thanks to Thomas for his valuable contribution during his six years as a Director.
BOARD COMPOSITION AND DIVERSITY
We recognise that we still have much progress to make in terms of improving the diversity of the Board and our Executive Committee in terms of gender. We will look to address this during future Board and Executive Committee appointments. Given that this is a fairly young Board in terms of tenure, this improvement in diversity will not happen overnight but we are very mindful of the need to improve this and it is fully on our Board agenda.
With regards to diversity more generally, 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.
We are in regular contact with our large investors through a regular scheduled programme of meetings attended by either our CEO or CFO or both of them. Chris Batterham, Senior Independent Director, and myself are also available to meet with investors should the need arise. Chris Batterham wrote to our largest shareholders in late 2018 offering a face-to-face meeting, with one shareholder taking him up on this offer of a meeting, providing some very useful feedback for the Board to consider.
Ensuring that the Directors' remuneration packages align the Directors' and senior managers' interests with the long-term interests of the Company and its shareholders is always a key area of interest for investors. Our Directors' remuneration policy was last approved by shareholders at the 2017 AGM and the current intention is that the 2017 Directors' remuneration policy will apply until the 2020 AGM. The 2017 Directors' remuneration policy and indeed the 2018 Directors' remuneration report both received over 99% of votes in favour recognising shareholder support for our approach to executive remuneration. The UK Corporate Governance Code 2018 increases the role and remit of the Remuneration Committee and we will be reporting on this in our 2020 Annual Report and Accounts.
Statement of compliance with the UK Corporate Governance Code
The Company measures itself against the requirements of the UK Corporate Governance Code 2016 (Code), which is available on the Financial Reporting Council website (www.frc.org.uk).
From June 2018 to May 2019, the Company complied with the Code in full. From 1 June 2019 we will measure ourselves against the requirements of the 2018 Code and report back on this in our 2020 Annual Report and Accounts.
24 July 2019
The different parts of the Company's Governance framework are shown below, with a description of how they operate and the linkages between them.
For further details on Board composition and division of responsibilities see Board composition and division of responsibilities
The Board provides leadership and is responsible for the overall management of NCC Group,its strategy, long-term objectives and risk management. It ensures the right company structure is in place to deliver long-term value to shareholders and other stakeholders.
Support the Board in its work with specific areas of review and oversight objectives and risk management. They ensure the right company structure is in place to deliver long-term value to shareholders and other stakeholders.
Primary function is to assist the Board in fulfilling its financial and risk responsibilities. It also reviews financial reporting and the internal controls in place and the external audit process.
Responsible for considering the Board's structure, size, composition and succession planning.
Responsible for overseeing and advising on cyber risk exposure of the Group and its future cyber risk strategy, the Group's cyber security breach response and crisis management plan and the review of reports on any cyber security incidents.
Responsible for determining the overall remuneration of the Executive Directors and the remuneration of senior managers within the broader institutional context of remuneration practice.
Chief Executive Officer
Has responsibility for managing the business and overseeing the implementation of the strategy agreed by the Board.
Executive Committee (ExCom)
The Executive Committee currently comprises the Group's most senior business and operational executives. It is responsible for assisting the Chief Executive Officer in the performance of its duties including:
- developing the budget
- monitoring the performance of the different divisions of the Company against the plan
- carrying out a formal risk review process
- reviewing the Company's policies and procedures
- prioritisation and allocation of resources
- overseeing the day-to-day running of the Company
- being responsible for people, talent and culture