Non Executive Directorships

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

Location: North East

Date Posted: 14/03/2025

Closing Date: 14/04/2025

£29,500 per annum 3 days/month

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. The Newton Aycliffe facility supplied Apple with vertical-cavity surface-emitting laser (VCSEL) components used for 3D sensing as part of the FaceID system in the iPhone but this contract came to an end in 2023 due to changes to the next version of the iPhone. This prompted Coherent to seek a buyer for the facility.

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, to which the Ministry of Defence has committed over £200m of investment.

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

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Other Positions Available:

Adaptation Sub-Committee of the Climate Change Committee x 2

Location: Various

Date Posted: 11/04/2025

Closing Date: 11/05/2025