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Corporate Governance

Photo of Chris Stone

Chris Stone - Non-Executive Chairman

Appointment to the Board:
6 April 2017

Career experience
Chris has held various Non-Executive Director and Chief Executive roles at listed and private equity backed technology companies. He was CEO of Northgate Information Solutions plc from 1999 to 2008, until its sale, and stayed as CEO until 2011. From 2013 to 2016, he was CEO of Radius Worldwide. Chris was also a Non-Executive Director of CSR plc, and Chair of the Remuneration Committee, from 2012 until its sale in 2015. Chris was also Chair of AIM listed CityFibre plc from January 2017 until June 2018, when it was sold to private equity buyers.

External appointments
Chris is the Chair of Everynet BV, a privately owned Internet of Things infrastructure business, and Chair of AIM listed Idox plc. Chris is also a Non-Executive Director of Rural Broadband Solutions Plc.

 


Photo of Adam Palser

Adam Palser - Chief Executive Officer

Appointment to the Board:
1 December 2017

Career experience
Prior to NCC Group, Adam was the CEO of NSL Ltd, the public services provider. He joined NSL in 2015 and led the successful transformation and sale of the business for its private equity owner. Between 2003 and 2013 Adam performed a number of different roles at QinetiQ including taking responsibility of QinetiQ’s cyber, information warfare and professional services businesses.

External appointments
Adam does not currently have any external appointments.

Internal appointments
Adam is an Executive sponsor of the Gender resource group.

 


Photo of Tim Kowalski

Tim Kowalski - Chief Financial Officer and Company Secretary

Appointment to the Board:
23 July 2018


Career experience
Tim is an accomplished CFO with significant listed and private company experience. Prior to joining NCC Group, Tim was Group Finance Director of Findel Plc between 2010 and 2017 and prior to that held similar roles with Homestyle Group Plc and N Brown Group Plc. Tim has significant experience of divisional financial management within the hospitality sector. Tim qualified as a Chartered Accountant with KPMG and spent his early career there. Tim has a wide breadth of finance expertise obtained from experiencing differing finance roles within organisations and also within a variety of companies, and has been involved in a number of high profile financial turnarounds.

External appointments
Tim does not currently have any external appointments.

Internal appointments
Tim is an Executive sponsor of the Race and Ethnicity resource group.

 


Photo of Chris Batterham

Chris Batterham - Senior Independent Non-Executive Director

Appointment to the Board:
1 May 2015

Career experience
Chris is a qualified Chartered Accountant, spending his early career with Arthur Andersen, and also has significant experience in senior finance roles across the technology sector. Chris was Finance Director of Unipalm plc (the first internet company to IPO in the UK) from 1996 until 2001, before becoming CFO of Searchspace Limited until 2005 and has since held a wide variety of non-executive and advisory roles, the majority having a technology focus.

External appointments
Chris is currently the Senior Independent Director and Non-Executive Deputy Chair of Blue Prism Group plc (and also chairs the nomination committee, as well as being a member of its audit and remuneration committees) and Non-Executive Director at Nanoco Group plc (and also chairs the audit committee, as well as being a member of its nomination and remuneration committees). Chris is also Chair of Racing Digital Limited.

 


Photo of Jonathan Brooks

Jonathan Brooks – Independent Non-Executive Director

Appointment to the Board:
16 March 2017

Career experience
Jonathan was Chief Financial Officer of ARM Holdings plc from 1995 until 2002. He has since held a number of Non-Executive Director positions with listed and private technology businesses, including chairing the audit committees at IP Group, Aveva Group, FDM Group, Sophos Group PLC, and e2v PLC. He also chaired the remuneration committees of IP Group and Xyratex Ltd, where he also served as Chair between 2011 and 2013.

External appointments
Jonathan does not currently have any external appointments.

 


Photo of Mike Ettling

Mike Ettling – Independent Non-Executive Director

Appointment to the Board:
22 September 2017

Career experience
Mike has strong sector and non-executive experience. He has had an extensive career in global
technology businesses including SAP-Sucessfactors, NorthgateArinso, Unisys, Synstar and EDS and was formerly a Non-Executive Director of Backoffice Associates LLC, a US PE backed data business, and also formerly a Non-Executive Director of Telkom BCX Ltd, a South African IT and telecommunications business. Mike has also served as a Non-Executive Director with Topia Inc, a Silicon Valley cloud relocation software business.

External appointments
Mike is currently CEO of Unit4, a world leader in enterprise applications for services and people organisations. He is alsoNon-Executive Director of Impellam PLC, an AIM listed recruitment business.

 


Photo of Jennifer Duvalier

Jennifer Duvalier – Independent Non-Executive Director

Appointment to the Board:
25 April 2018

Career experience
Jennifer was Executive Vice President of People at ARM Holdings plc, with responsibility for all people and internal communications activity globally, from September 2013 to March 2017.

External appointments
Jennifer is currently the Senior Independent Director of Trainline plc (where she is also a member of the audit and risk, nomination and remuneration committees) and an independent Non-Executive Director and Chair of the Remuneration Committee of Mitie Group plc (as well as being a member of its nomination committee) (she is also the designated Non-Executive Director for colleague engagement at both companies) and of Guardian Media Group plc. She is Non-Executive Director of The Cranemere Group Ltd, a member of The Council of the Royal College of Art and Chair of the Remuneration Committee, and a senior adviser to the Cleveland Clinic London and M Squared.


Executive Committee

Photo of Joost Halkes

Steve Boughton - Global Operations Director

Steve is responsible for our Group transformation programme and for Group central services around the world. He joined the business in March 2018 from the NSL Group where he was the Chief Operating Officer supporting the business through its sale in 2017, and previously served as Managing Director of QinetiQ’s technical advisory business, leading software and service subsidiaries in the UK, Canada and Australia. In FY22 Steve will be the Executive sponsor of the new Accessibility resource group.

 


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Yvonne Harley - Global Director of Sustainability and Corporate Affairs

Yvonne is Global Director of Sustainability and Corporate Affairs responsible for driving our sustainability strategy and setting communication standards, channels, brand reputation, colleague communication, public relations and crisis communication as well as co-sponsoring our inclusion and diversity engagement initiatives with Chief People Officer, Colin Watt.

Joining the Group in July 2018, Yvonne has international experience across a range of industry sectors, which includes senior roles in financial services, oil and gas, and shipping.

 


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Max Baldwin - Group Sales and Marketing Director

Max joined the Group in October 2019 and is responsible for inspiring and challenging its business growth plans towards continued sustainable and profitable revenue. Max owns the Group Marketing function and provides regional sales and portfolio teams with global insight, tools, techniques and direction that support their business winning objectives. Max was the Executive sponsor of the Race and Ethnicity resource group in FY21.

 


Photo of Robert Horton

Robert Horton - Global Head of Assurance Delivery

Robert has worked in a number of areas across the Group, most recently on the creation of the single European division. He is also the Executive sponsor for Global Managed Services. Currently he is involved in the business transformation programme driving business alignment.

Robert was a Director of NGS Software, a security consulting company he co-founded, from its formation in 2001 through to its acquisition by and successful integration into the Group in 2008.

 


Photo of Simon Fieldhouse

Simon Fieldhouse - Global Managing Director, Software Resilience

Simon is Global Managing Director of the Software Resilience division, with locations in the UK, the USA, Europe and the Middle East. Simon is focused on returning the division to sustainable growth, supporting Group investment in product innovation to underpin growth across our EaaS cloud portfolio. Having completed the acquisition of the Intellectual Property Management company from Iron Mountain, Simon is leading the integration of the IPM business into NCC Group. Prior to NCC Group, Simon was the CEO of Hardware.com, an international value-added reseller of hybrid IT solutions operating in the UK, the USA, Europe and South Africa. In FY22 Simon will be Executive sponsor alongside Tim Kowalski of the Race and Ethnicity resource group.

 


Photo of Nick Rowe

Nick Rowe - Managing Director, Assurance North America

Nick is Managing Director of the North American Assurance division based in California. He has held positions across business development, consulting and operations management since joining the firm in 1998. Currently Nick is responsible for the Group’s North American operations since relocating from the UK in 2013 and while the primary focus is on the growth of this region Nick also sponsors global initiatives across sales, marketing and, as part of the Group-wide commitment to diversity and inclusion, the Neurodiversity resource group in FY21.

 


Photo of Inge Bryan

Inge Bryan - Managing Director, Assurance Europe

Inge is Managing Director for NCC Group’s Continental European operations, including Fox-IT and the former Fort Consult brand (Denmark). With a strong career in cyber and security she has
previously held roles with the Dutch National Police and the General Intelligence and Security Service of the Netherlands and served as Home Affairs Counsellor in the Royal Netherlands Embassy in Paris.
Before she joined NCC Group Inge was part of the cyber security leadership team with Deloitte Risk Advisory, securing the critical infrastructure of the Netherlands, including central government. In
2019 she was listed in the top 100 most influential women in the Netherlands and one of the 50 most inspiring women in tech. In FY22 Inge will sponsor the Neurodiversity resource group.

 


Photo of Ian Thomas

Ian Thomas - Managing Director, Assurance UK & ROW

Ian joined NCC Group in December 2018 and is responsible for the Group’s UK and RoW Assurance division and acts as Executive sponsor for Global Professional Services and for the LGBTQIA+ community.

Prior to that he was UK MD at Sopra Steria for two and a half years, following a successful interim career working for a number of global businesses and private equity backed firms, in Managing Director and Sales Director positions. He was at Cable&Wireless for eight years, where he ran global service assurance and the wholesale and public sector divisions. Ian’s early career includes 14 years at British Airways.

 


Photo of Colin Watt

Colin Watt - Global Chief People Officer

Colin is the Global Chief People Officer for NCC Group. He is responsible for the human resources team across the Group, as well as being the co-sponsor with Yvonne Harley on the Group’s inclusion and diversity initiatives. Prior to joining NCC Group, Colin was the Director of Employee Engagement and Relations at Shop Direct, the online digital retailer. He previously held a number of senior leadership roles in Telefonica’s O2UK, research, European and global HR teams and Co-operative Financial Services.

 


Photo of Ollie Whitehouse

Ollie Whitehouse - Chief Technical Officer

Ollie is Chief Technical Officer at NCC Group responsible for the Group’s technical strategy, research, product and development functions. Ollie is ultimately tasked with ensuring that NCC Group is well placed with capability and technology to exploit market opportunities now and in the future. In FY21 Ollie was the Executive sponsor of the Gender resource group.

Joining the Group in 2012, over the past 25 years Ollie has worked in a variety of cyber security consultancy, applied research and management roles. Ollie is Chair of a science advisory council to the UK government and is an adviser on matters of cyber security to several government departments.

 


The principal Board committees are the Remuneration Committee, the Audit Committee and the Nomination Committee. The Company Secretary acts as Secretary to each of these committees. The Schedule of Matters Reserved for the Board can be found here.

The membership of each of the principal committees is as follows:

Remuneration Committee

  • Jonathan Brooks - Chair
  • Chris Batterham
  • Jennifer Duvalier

The Remuneration Committee makes recommendations to the NCC Group Board on NCC Group’s framework of executive remuneration and determines, on its behalf, specific remuneration packages for each of the executive directors (including bonuses, incentive payments and share options or other share awards), the Chairman and other senior executives.

TERMS OF REFERENCE

Audit Committee

  • Chris Batterham - Chair
  • Jonathan Brooks
  • Mike Ettling

The purpose of the Audit Committee is to assist the NCC Group Board in the discharge of its responsibilities for financial reporting and corporate control, including risk and to provide a forum for reporting by the external auditors. The Audit Committee’s mains responsibilities include, inter alia, reviewing financial statements, internal controls and audit findings, advising on the appointment of the external auditor and overseeing the relationship with the external auditor and monitoring their independence and objectivity, reviewing the extent of any non-audit work undertaken by the external auditors and monitoring the Group’s whistle-blowing and anti-bribery procedures.

TERMS OF REFERENCE

NON-AUDIT FEE POLICY

Nomination Committee

  • Chris Stone - Chair
  • Chris Batterham
  • Jonathan Brooks
  • Jennifer Duvalier

The Nomination Committee is responsible for monitoring the composition and balance of the NCC Group Board, reviewing the leadership needs of the Group, making recommendations to the NCC Group Board on new NCC Group Board appointments, succession planning and reviewing annually the time required from non-executive directors.

TERMS OF REFERENCE

Cyber Security Committee

  • Chris Stone - Chair
  • Chris Batterham
  • Jonathan Brooks
  • Jennifer Duvalier

NCC Group has stated on a number of occasions that the responsibility for cyber security rests directly with a company’s Board and should be approached and managed with the same vigour and transparency as audit, remuneration, health and safety and CSR.

This year NCC Group has formed a Cyber Security Committee, led by the Senior Independent Non-Executive Director, and comprising the Non-Executive Directors and the CEO. The CEO will report regularly to the Committee on the performance of the Group’s internal security and defences. The Group believes it is the first listed company to create a Cyber Security Committee at a Board level.

The Group believes that with the ever rising threat of cyber-attacks, all listed companies should have a Board led Cyber Security Committee.

TERMS OF REFERENCE

For more information, follow the link below:

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