
Committee Chair. Pauline Campbell joined the
Board as a Non-Executive Director on 16
August 2021. She is a member of each of the
Board’s Committees, and became Audit
Committee Chair with immediate effect upon
Minnow’s departure.
The Board has considered the independence
of each Director, taking into account the
guidance provided by the Code. The Board
considered that the Chair, Peter Ryan, met the
Code’s independence criteria on appointment,
and considers that Pauline Campbell, Ros Rivaz,
Ljiljana Mitic and Rene Haas are independent in
their character and judgement. Philip Hulme
and Peter Ogden, the Founder Non-Executive
Directors, are not considered to be independent,
having started the Company in 1981 and
remained on the Board in either an Executive
or Non-Executive capacity since that time.
The Framework ensures that there is no
dominant individual or group of individuals on
the Board influencing its decision-making.
The Board is comfortable that each Director
makes a valuable contribution in their role.
Board appointments and development
The Nomination Committee leads the process
for Board appointments. Further detail on the
Committee’s role, membership and work
during the year is set out on pages 95 to 96.
Non-Executive Directors are appointed to
the Board for an initial three-year term, the
renewal of which is timed to be at the close of
an Annual General Meeting. The Executive
Directors are appointed for a rolling 12-month
term. The terms and conditions of appointment
of all Directors are available for inspection at the
Company’s registered office and at each AGM.
The Company’s Articles of Association require a
Director to be subject to election at the first AGM
following his or her appointment and every
third year thereafter. However, in accordance
with the Code, the Board has decided that all
Directors should be subject to election or
re-election at the Company’s 2022 AGM, and
each AGM thereafter. If the shareholders do
not elect or re-elect a Director, or a Director
is retired from office under the Articles, the
appointment terminates immediately and
without compensation.
Upon joining the Board, all Directors receive
a comprehensive induction programme
organised by the Company Secretary,
tailored to their specific background and
requirements. New Directors receive an
induction pack which contains information
on the Group’s business, its structure and
operations, Board procedures, corporate
governance matters and details of Directors’
duties and responsibilities. All new Directors
are introduced to the Group’s Executive
Management team. New Directors are
also given the opportunity to meet with
major shareholders.
impact of the Covid-19 pandemic on our
culture, and the general importance of
leadership messaging in reflecting and
reinforcing our culture.
The Board confirms it is satisfied that the
Group’s purpose, values, strategy and culture
are aligned.
Investing in and rewarding our workforce
Further detail on how we invest in and reward
our workforce is set out in the Directors’
Remuneration Report on pages 106 to 125,
and on page 48 of the Strategic Report.
Engagement with our investors
The Board recognises the importance of
meeting and engaging with our shareholders,
and places significant value on understanding
their views and interests. In 2021, the Board
completed a programme of engagement with
the Company’s institutional investors, to
ensure they understand our strategy,
performance and governance arrangements,
and can make informed investment decisions
relating to Computacenter.
Further detail on engagement with our investors
during the year, and how the outcomes of that
engagement were fed back to the Board and
considered in its discussions and decision-
making, are set out on pages 69, 91 and 92.
The Company’s Annual General Meeting (AGM)
will be held on Thursday 19 May 2022 at
Computacenter House, 100 Blackfriars Road,
SE1 8HL. The AGM Notice of Meeting sets out
each of the resolutions being proposed.
The notice will shortly be available at
investors.computacenter.com, and will be
mailed to shareholders who have elected to
receive hard copies.
Stakeholder engagement
Details of the Group’s engagement with its
other key stakeholders, including our
customers, employees, technology partners
and communities, and how its outcomes were
considered by the Board in its discussions
and decision-making, are set out on pages
66 to 69.
DIVISION OF RESPONSIBILITIES
Board composition and independence
The membership of the Board as at 31
December 2021 is set out on pages 88 and 89.
On that date, the Board included seven
Non-Executive Directors and two Executive
Directors. The Directors’ attendance at Board
and Committee meetings is set out on pages
88 to 89, 95, 99 and 114. The diversity and
experience of the Board enables it to
discharge its functions effectively.
There were two changes to the Board during
the year. On 30 September 2021, Minnow
Powell stepped down as a member of the
Board and its Committees, and as Audit
Culture and Values
The Board views culture as a competitive
differentiator in our key markets, as it can
impact the appetite of our key stakeholders to
work with us as an organisation. It affects the
way that they view us, the way our people
behave when representing us, and our wider
corporate reputation. The Board assessed
and monitored the Group’s culture in several
ways during the year. It is underpinned by our
Code of Ethics Policy (Ethics Code), which
defines the rules, principles and behaviours
that the Group expects those who conduct
business on its behalf to adhere to, and on
which our supplementary workforce policies
and practices are based. The Board approves
the Ethics Code, ensuring that it is aligned with
our stated culture, values and strategy.
It also receives updates from the Audit
Committee on potential breaches of the Ethics
Code, which indicate behaviours inconsistent
with our culture and values. By monitoring
these reports, the Board can assess whether
there are common themes around behaviour
and therefore how embedded Computacenter’s
culture and values are across the organisation.
Some of these reports are initially made
through our independent and confidential
whistleblowing hotline, Safecall. The Board is
satisfied that arrangements are in place for
the proportionate and independent
investigation of these reports, and for
follow-up action, where required.
The work of the Workforce Engagement
Director, Ros Rivaz, is described on page 67.
She updated the Board regularly on her
engagement and discussions with our
workforce and their representative groups
in 2021, and the key outcomes and findings.
This helps the Board to understand the
approach, views, interests and activities of
our workforce, what it understands the
Group’s culture to be, and how well it thinks
that culture is embedded into different areas
of the organisation.
The Board also learned about our employees’
views on our culture, values and behaviours
when it reviewed the results of the Group-
wide employee survey completed in 2021.
Further details of the survey findings are set
out on page 46.
The Board received presentations from the
leadership teams of the Group’s operating
country units and central functions. Through
related discussions with senior Management
the Board is able to identify cultural variances
across the Group, including those driven by
geography, remoteness from the Group’s
headquarters or local customs and norms.
The Chief People Officer also presented to the
Board on the development of the Group’s
culture, with the aim of ensuring we can
attract, retain and promote the best talent
available. The Board also discussed the
93
Governance Report
Annual Report and Accounts 2021