2. Effectiveness

Information supplied

The Chairman ensures that all Directors are appropriately briefed to enable them to discharge their duties. Management accounts are prepared and submitted to the Board on a monthly basis. Before each Board meeting appropriate documentation on all items to be discussed is circulated.

Attendance

Directors’ attendance at Board and Committee meetings during the year is detailed as follows:

AJ Allner1,6

5 of 6

K Bradshaw

14 of 14

J Caseberry6

14 of 14

C Miles6

13 of 14

A Page2

8 of 8

J Pattullo3,7

7 of 8

B Spencer7

13 of 14

D Tilston4

2 (by invitation)

P Vincent5

12 of 12

AJ Allner1,6

2 (by invitation)

K Bradshaw

4 (by invitation)

J Caseberry6

4 of 4

C Miles6

4 of 4

A Page2

3 (by invitation)

J Pattullo3,7

1 (by invitation)

B Spencer7

4 of 4

D Tilston4

1 (by invitation)

P Vincent5

3 (by invitation)

AJ Allner1,6

3 (by invitation)

K Bradshaw

4 (by invitation)

J Caseberry6

9 of 9

C Miles6

7 of 9

A Page2

7 of 7

J Pattullo3,7

4 of 5

B Spencer7

9 of 9

D Tilston4

-

P Vincent5

1 (by invitation)

AJ Allner1,6

2 (by invitation)

K Bradshaw

6 (by invitation)

J Caseberry6

5 of 6

C Miles6

6 of 6

A Page2

4 of 4

J Pattullo3,7

2 of 2

B Spencer7

3

D Tilston4

-

P Vincent5

4 (by invitation)

1 Left the Board on 31 December 2018.

2 Left the board on 27 March 2019.

3 Appointed to the Board 1 January 2019.

4 Not a statutory Director of the Company.

5 Appointed as CFO on 16 July 2018.

6 Absence due to prior commitments, and short meeting notice.

7 Absence due to hospital appointment.All Directors in office at that time were present at the AGM held on 19 September 2018. The external auditor and the Head of Group Internal Audit attended all Audit and Risk Committee meetings.

Information supplied

The Chairman ensures that all Directors are appropriately briefed to enable them to discharge their duties. Management accounts are prepared and submitted to the Board monthly. Before each Board meeting appropriate documentation on all items to be discussed is circulated. The Company Secretary is available to the Non-executive Directors and can facilitate Board training events where required. 

Andrew Allner completed ten years’ service as a Non-executive Director of the Company in September 2017 and therefore is no longer regarded as independent in terms of the Code or by the ABI. 

The Company has complied with provision B.1.2 throughout the year as applicable to smaller companies. The Company is committed to good governance and acknowledges that the 2018 Code (“new code”) requires at least half the Board to comprise independent members, noting that the Northgate Board comprises the requisite independence level for larger companies. 

The Non-executive Directors meet without the executive directors present and the Senior Independent Director leads the evaluation of the Chairman.

Board review

The internal evaluation established that the Board had built on the evaluation from the previous year. With the appointment of Philip Vincent in July 2018 the group has gained surety over the ongoing financial governance of the Group. Furthermore, the appointment of John Pattullo has added a broad breadth of experience which will be of great benefit to Northgate. 

Board meetings have been held in different locations and territories during the year, which has had a positive impact on employee engagement and enhanced the Board’s firsthand experience of the Company’s operations; this will continue throughout FY 2020. In 2018, Northgate engaged Lintstock to undertake an evaluation of the performance of the Board. Lintstock is an advisory firm that specialises in Board performance reviews, and has no other connection with the company. 

The first stage of the review involved Lintstock engaging with the Chairman and Company Secretary to set the context for the evaluation, and to tailor survey content to the specific circumstances of Northgate. All Board members were then requested to complete an online survey on the performance of the Board, its Committees, and the Chairman. 

As a part of this process, Directors had the opportunity to schedule a follow-up discussion with Lintstock if they wished to expand upon their responses to the survey in confidence. The anonymity of the respondents was ensured throughout the process in order to promote an open and frank exchange of views. 

As well as addressing core aspects of Board and Committee performance, the exercise had a particular focus on the following areas:

  • The Board’s engagement with investors and other key stakeholders such as employees and customers, including its understanding of the Northgate Culture Review Programme and the Workforce Advisory Panel. 
  • The overall effectiveness of the Board Strategy Day held in October 2018, including the allocation of time between topics and the priorities for improving such events. 
  • The level of ambition expressed in Northgate’s strategic plan, the alignment of Northgate’s KPIs with the strategy, and the top strategic issues facing the business over the next 3 – 5 years.
  • The management of Board meetings, the quality of Board papers and management presentations, and the effectiveness with which the Board reviews past decisions. – The key changes that should be made to the Board’s composition over the longer term, and any lessons that might be drawn from recent management recruitment processes.
  • The Board’s oversight of succession plans for management, and the Group’s processes for managing and developing talent. The Board has agreed a follow-up review of the evaluation results with the new Chair of the Board after their appointment.

Diversity

The Board has considered the recommendations of the Davies Review and the Hampton-Alexander Review into women on boards in the light of the provisions of both section B.2 of the Code, with which we are compliant, and of our existing policies and procedures. The Board has also considered the findings of the Parker Review on ethnic diversity on boards and promotes diversity throughout the business and talent pipeline. 

The Board recognises the benefits of diversity at all levels of the business and to reinforce its Board’s commitment to equality, the Board has endorsed an Equal Opportunities Policy.

While the overriding criteria for Board appointments will always be based on merit, to encourage an appropriate balance of skills, experience and knowledge on the Board at all times, for all future appointments we will only use executive search firms that have committed to the Voluntary Code of Conduct on gender diversity. 

At the same time the Board recognises that, particularly given the nature of its business, the development of a pool of suitably qualified candidates may take time to achieve and therefore does not believe it is appropriate to set targets. At 30 April 2019 33% of Board members, 21% of the senior management team and 33% of all employees were female.

Conflicts of interest

Pursuant to those provisions of the Companies Act 2006 relating to conflicts of interest and in accordance with the authority contained in the Company’s Articles of Association, the Board has put in place procedures to deal with the notification, authorisation, recording and monitoring of Directors’ conflicts of interest and these procedures have operated effectively throughout the year and to the date of signing of the report and accounts.