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Appointment details

Non-Executive Director - Chair of the Audit & Risk Committee, Octric Semiconductors Ltd

Summary

• Organisation: Octric Semiconductors
• Sponsor department: Ministry of Defence
• Location: North East
• Sectors: Professional, Scientific and Technical
• Skills: Accountancy, Audit and Risk, Business, Change Management, Commercial, Technology / Digital, Procurement, Transformation
• Number of vacancies: 1
• Time commitment: 3 day(s) per month
• Remuneration: £29,500 per annum
• Length of term: 3 years
• Application deadline: 11pm on 14 April 2025

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Timeline for this appointment

1. Opening date

   31 March 2025

2. Application deadline

   11pm on 14 April 2025

3. Sifting date

   17 April 2025

4. Interviews expected to end on

   23 May 2025

Timeline dates are only an estimate and can change

About the appointment

Introduction

Octric is a well-established UK manufacturer of advanced semiconductors used in mission-critical defence and commercial applications. It was acquired for a reported £20m in September 2024 from its US parent Coherent by the Ministry of Defence in order to preserve access to its nationally important capabilities. Octric is based at a substantial manufacturing site in Newton Aycliffe, County Durham. It currently employs around 130 people, although it has in the past employed up to 700 on this site.

Fujitsu opened the c.30,000 square metre gallium arsenide (GaAs) wafer fabrication facility in 1991 at an estimated cost of $580 million. It then went through a number of ownerships: Filtronic (1999), RFMD (2008), Compound Photonics (2013), Kaiam Corp. (2017), and II-VI Inc (2017). In 2022 II-VI Inc acquired Coherent and adopted its name. 

Octric has significant clean room capacity on site with current manufacture focused on GaAs wafers. There are ambitious plans to grow the company by expanding revenues through the acquisition of more clients and programmes, and the company has recently drawn up a ten-year investment plan.

GaAs devices can be used in a wide range of radio-frequency electronic applications such as radar units, signal jammers and electronic warfare, as well as optoelectronic uses like laser diodes and photodetectors. GaAs is favoured in military applications for its ability to operate at very high frequencies due to its high electron mobility compared to other semiconductors like silicon. This is essential for advanced radar systems and high-speed communication technologies. Additionally, GaAs is more power efficient and relatively resistant to radiation damage from electromagnetic pulses such as arise from solar flares, nuclear detonations etc. Octric is at the forefront of developments in the next-generation of gallium nitride (GaN) semiconductors which in many respects is superior even to GaAs.

Introduction from the Chair

Thank you for your interest in becoming a non-executive director of Octric and the chair of its Audit and Risk Committee. As you read this candidate brief, I very much hope you will appreciate what makes this such a special opportunity.

Fascinating Content - The complex technological, commercial, political, domestic and global context makes this the most exciting of times to join Octric. You would enjoy a terrific variety of demanding work at the cutting edge of semiconductor developments.

Meaningful Impact - Octric represents not only a crucial part of the UK defence supply chain but also an opportunity to create a national semiconductor champion in the North East alongside advanced manufacturing giants such as GSK, TechnipFMC, Caterpillar and Nissan. The board of Octric sits at the core of delivering that purpose, both protecting the nation and helping it prosper.

Career Development Opportunity - This is a chance for the right candidate to further build their board experience in a critical technology business at the interface between the public and private sectors. They will add significant breadth and depth to their profile and be part of a highly successful story of commercial growth in public ownership.

Brilliant Place to Work - As a non-executive director of Octric you will be working with a board of highly accomplished individuals to tackle a range of opportunities and challenges as a team. As chair of the Audit and Risk Committee you will build a relationship with the excellent finance function to develop an audit and risk framework and advise on broader matters

We are passionate that Octric is a great place to work and committed to being a place where everyone can be themselves and fulfil their potential. Diverse perspectives and experiences are critical to an effective organisation. We welcome applications from people representing as broad a range of views and backgrounds as we have in UK society.

This is a key role with important responsibilities which demand someone with a range of strengths and who can share our passion for Octric. If you think you fit the bill, we would very much like to hear from you.

Graham Love

Chair

Appointment description

The Audit & Risk (A&R) Committee oversees the management of financial and non-financial risk on behalf of the board. The chair will lead the Committee and report back to the board on its activities and findings.

The chair’s role will include the following:

• Establish the terms of reference, best practice governance processes and membership of the A&R Committee

• Oversee the relationship with the external auditors and the production of statutory accounts

• Establish a robust risk management framework for both financial and non-financial risks

• Set the A&R Committee meeting dates and agendas in collaboration with management

• Oversee the flow of information to the A&R Committee and monitor the quality and timeliness of materials provided by the executive to enable the A&R Committee to exercise its duties

• Ensure any control weaknesses reported by the auditors are dealt with promptly and properly by the executive

Additionally, as a Non-Executive Director on the board, they will need to:

• Ensure the board establishes clear objectives and a well-defined strategy for the company

• Provide regular review and scrutiny of company performance against objectives

• Ensure the company conforms to the highest standards of corporate governance and makes decisions in a transparent manner

• Engage in a constructive, advisory capacity with senior executives and make challenges when necessary

Additional information:

There will initially be ten board meetings per year, normally held at the company’s site at Millennium Way, Newton Aycliffe DL5 6JW at a time that will allow same-day travel from London.  The A&R Committee will meet as required – expected to be around four times per year (on the same day as board meetings) plus as required as part of any audit process. The fee payable is £29,500 pa, and reasonable travel and accommodation expenses will be reimbursed in line with the company’s policies.  The overall time commitment for the NED is expected to be two to three days per month.

Organisation description

https://www.octric.com/

Board composition

Octric is chaired by Graham Love, former CEO of Qinetiq plc and now chair of a number of organisations. Ian Croston, who managed the facility since 2021, has continued as an executive board member at Octric, alongside transformation specialist Kelly Jones. Current non-executive board members include Andy Fairweather (MOD), Brett Holton (Cabinet Office) and Carl Pheasey (UK Government Investments).  

Person specification

Essential criteria

• A seasoned executive with experience as an A&R chair

• Experience of engaging with external auditors and other stakeholders

• Current knowledge of accounting standards and risk management techniques and commercial best practice

• Significant experience of control systems and corporate governance processes

• The ability to think logically and objectively in analysing complex financial and non-financial information to identify key issues/implications and make balanced judgements

• Experience of implementing best practice governance structures and procedures

Application and selection process

How to apply

In order to apply, please submit a comprehensive CV along with a supporting statement (no longer than two pages) which sets out your interest in the role and encapsulates the aspects of your experience relevant to the required criteria. Please include the names and email addresses of three referees. Referees will not be approached until the final stages and not without prior permission from candidates.

The preferred method of application is online at: www.odgers.com/93251

If you are unable to apply online please email: helena.macneary@odgersberndtson.com

All applications will receive an automated response.

All candidates are also requested to complete an online Diversity Monitoring Form which will be provided at the end of the application process. This will assist Octric in monitoring selection decisions to assess whether equality of opportunity is being achieved. Any information collated from the Diversity Monitoring Forms will not be used as part of the selection process and will be treated as strictly confidential.

Disability Confident Scheme

We are a member of the Government’s Disability Confident scheme. We use the Disability Confident scheme symbol, along with other like-minded employers, to show our commitment to good practice in employing people with a disability. The scheme helps recruit and retain disabled people. As part of implementing the scheme, we guarantee an interview for anyone with a disability whose application meets the minimum criteria for the role and who has asked that their application is considered under the scheme. Indicating that you wish your application to be considered under the scheme will in no way prejudice your application. By ‘minimum criteria,’ we mean that you must provide evidence which demonstrates that you meet the level of competence required under each of the essential criteria, as set out in this document. If you wish to be considered under the Disability Confident Scheme then please state this in the first sentence of the supporting statement.

Advisory Assessment Panel (AAP)

Graham Love (Chair, Octric)

Carl Pheasey (MOD-appointed Non-Executive Director)

Xenia Carr-Griffiths OBE (Independent Panel Member)

Advisory Assessment Panels (AAP) are chosen by the Approving Authority to assist them in their decision-making. These include a departmental official and an independent member. For competitions

recruiting non-executive members of a board (apart from the Chair), the panel will usually include a representative from the public body concerned. AAP’s perform a number of functions, including agreeing an assessment strategy with the Approving Authority, undertaking sifting, carrying out interviews in line with the advertised criteria and deciding objectively who meets the published selection criteria for the role before recommending to the Approving Authority which candidates they find appointable. It is then for the Approving Authority to decide who to appoint to the role.

Eligibility criteria

In general, you should have the right to work in the UK to be eligible to apply for a public appointment.

There are a small number of specialist roles that are not open to non-British citizens. Any nationality requirements will be specified in the vacancy details.

The Government expects all holders of public office to work to the highest personal and professional standards. 

You cannot be considered for a public appointment if:

• you are disqualified from acting as a company director  (under the Company Directors Disqualification Act 1986);

• have an unspent conviction on your criminal record;

• your estate has been sequestrated in Scotland or you enter into a debt arrangement programme under Part 1 of the Debt Arrangement and Attachment (Scotland) Act 2002 (asp 17) as the debtor or have, under Scots law, granted a trust deed for creditors.

When you apply, you should declare if:

• you are, or have been, bankrupt or you have made an arrangement with a creditor at any point, including the dates of this. 

• you are subject to a current police investigation.

You must inform the sponsor department if, during the application process, your circumstances change in respect of any of the above points. 

When you apply you should also declare any relevant interests, highlighting any that you think may call into question your ability to properly discharge the responsibilities of the role you are applying for. You should also declare any other matters which may mean you may not be able to meet the requirements of the Code of Conduct of Board Members (see Outside interests and reputational issues section below)

Security clearance

The successful candidate will be required to undertake Baseline Personnel Security Standard checks in line with the Civil Service guidelines. Additional Security Clearance may also be required for certain roles. This will be specified in the vacancy details. Further information on National Security Vetting can be found on the Gov.uk website here 

Additional information for candidates

Equality and diversity

The Ministry of Defence value and welcome diversity. The appointment will be governed by the Principle of Public Appointment based on merit with independent assessment and transparency of process. Successful candidate will need to demonstrate that they meet the criteria for this appointment.

We encourage applications from talented individuals from all backgrounds and experience across the whole of the United Kingdom. Boards of public bodies/Advisory Committees are most effective when they reflect the diversity of views of the society they serve and this is an important part of the Government’s levelling up agenda. We collect data about applicants’ characteristics and backgrounds, including information about people’s educational and professional backgrounds, so that we can make sure we are attracting a broad range of people to these roles and that our selection processes are fair for everyone. Without this information, it makes it difficult to see if our outreach is working, if the application process is having an unfair impact on certain groups and whether changes are making a positive difference.

Disability confident

We are a member of the Government’s Disability Confident scheme. We use the Disability Confident scheme symbol, along with other like-minded employers, to show our commitment to good practice in employing people with a disability. The scheme helps recruit and retain disabled people. As part of implementing the scheme, we guarantee an interview for anyone with a disability whose application meets the essential criteria for the role, set out in the advert, and who has asked that their application is considered under the scheme. Indicating that you wish your application to be considered under the scheme will in no way prejudice your application. By ‘essential criteria', we mean that you must provide evidence which demonstrates that you meet the level of competence required under each of the essential criteria, as set out in the job-advert. When you apply you will have the opportunity to select if you would like your application considered under this scheme.

Reasonable adjustments

Government departments are committed to making reasonable adjustments to make sure applicants with disabilities, physical or mental health conditions, or other needs are not substantially disadvantaged when applying for public appointments. This can include changing the recruitment process to enable people who wish to apply to do so.

Some examples of common changes are:

• ensuring that application forms are available in different or accessible formats;
• making adaptations to interview locations;
• allowing candidates to present their skills and experience in a different way;
• giving additional detailed information on the selection / interview process in advance to allow candidates time to prepare themselves;
• allowing support workers, for example sign language interpreters;
• making provision for support animals to attend.

When you apply you will have the opportunity to request reasonable adjustments to the application process.

Principles of public life

The Seven Principles of Public Life (also known as the Nolan Principles) apply to anyone who works as a public office-holder.

1. Selflessness

Holders of public office should act solely in terms of the public interest.

2. Integrity

Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.

3. Objectivity

Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.

4. Accountability

Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.

5. Openness

Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.

6. Honesty

Holders of public office should be truthful.

7. Leadership

Holders of public office should exhibit these principles in their own behaviour and treat others with respect. They should actively promote and robustly support the principles and challenge poor behaviour wherever it occurs.

Code of conduct for board members

The Government expects all holders of public office to work to the highest personal and professional standards. In support of this, all non-executive board members of UK public bodies must abide by the principles set out in the Code of Conduct for Board Members of Public Bodies. The Code sets out the standards expected from those who serve on the boards of UK public bodies and will form part of your terms and conditions of appointment.

Management of outside interests and consideration of reputational issues

Holders of public office are expected to adhere and uphold the Seven Principles of Public Life and the Code of Conduct for Board Members of Public Bodies. Before you apply you should consider carefully: 

• any outside interests that you may have, such as shares you may hold in a company providing services to government; 
• any possible reputational issues arising from your past actions or public statements that you have made; 
• and/or - any political roles you hold or political campaigns you have supported; 

which may call into question your ability to do the role you are applying for.

You will need to answer relevant questions in relation to these points when making an application. Many conflicts of interest can be satisfactorily resolved and declaring a potential conflict does not prevent you from being interviewed. If you are shortlisted for an interview, the panel will discuss any potential conflicts with you during that interview, including any proposals you may have to mitigate them and record that in their advice to ministers. Alongside your own declaration, we will conduct appropriate checks, as part of which we will consider anything in the public domain related to your conduct or professional capacity. This may include searches of previous public statements and social media, blogs or any other publicly available information. The successful candidate(s) may be required to give up any conflicting interests and their other business and financial interests may be published in line with organisational policies. 

Details of declared political activity will be published when the appointment is announced, as required by the Governance Code (political activity is not a bar to appointment, but must be declared).

Status of appointment

As this is an office holder appointment, you will not become a member of the Civil Service. You will not be subject to the provisions of employment law.

Appointment and tenure of office

Appointments are for the term set out in this advert, with the possibility of re-appointment for a further term, at the discretion of the Approving Authority. Any re-appointment is subject to satisfactory annual appraisals of performance during the first term in the post. If re- appointed, the total time served in post will not exceed more than two terms or serve in any one post for more than ten years.

Remuneration, allowances and abatement

Remuneration for this role is treated as employment income and will be subject to tax and National Insurance contributions, both of which will be deducted at source under PAYE before you are paid.

You can claim reimbursement for reasonable travel and subsistence costs which are properly and necessarily incurred on official business, in line with the travel and subsistence policy and rates for the organisation to which you are applying. However these payments are taxable as earnings and will be subject to tax and national insurance, both of which will be deducted at source under PAYE before you are paid.

Pension and redundancy

This is an office holder appointment and does not attract any benefits under any Civil Service Pension Scheme. You will not be eligible for redundancy pay as you are not an employee. No other arrangements have been made for compensation upon the end of your term of appointment because an office holder who is appointed for a limited duration would have no expectation of serving beyond that period.

Application feedback

We will notify you of the status of your application. We regret that we are only able to offer detailed feedback to candidates who have been unsuccessful at the interview stage.

How to complain

We aim to process all applications as quickly as possible and to treat all applicants with courtesy.

Please contact the UKGI public appointments team in the first instance if you would like to make a complaint regarding your application at recruitment@ukgi.org.uk. They will acknowledge your complaint upon receipt and respond within 15 working days.

Data protection

The Cabinet Office will use your data in line with our privacy policy.

The Ministry of Defence privacy policy can be found here

Contact details

For a conversation in confidence, please contact:

Simon Havers

simon.havers@odgersberndtson.com

Anna Dickinson

anna.dickinson@odgersberndtson.com