Chair’s introduction to governance
Governance standards The Board is committed to high standards of corporate governance and is pleased to confirm that throughout the year ended 30 September 2025, the Company complied with all relevant provisions of the UK Corporate Governance Code other than the fact that we have not undertaken a formal Board and Committee evaluation (the reasons why are set out below). A key focus of the Code is culture and ensuring it aligns with the Group’s purpose, strategy and values. Culture has been high on the Board’s agenda for a long time and the Board considers culture to be an essential ingredient in meeting our long-term, sustainable returns to all stakeholders. The Board, the Executive Committee and senior management continue to promote our culture and standards throughout the business and lead by example to provide a strong corporate governance framework. One of the most significant parts of the Code affecting NCC Group is in respect of workforce engagement. Our main stakeholder is our colleagues and we continue to maintain meaningful mechanisms to ensure that we, as a Board, have constructive and regular dialogue with our dedicated and committed workforce. This then puts us in a strong position to deliver our strategy. During the year, Julie Chakraverty, Senior Independent Director and designated Non-Executive Director for workforce engagement, has been continuing to reach out to colleagues across the business. As a people business, insights from our colleagues are invaluable; therefore, colleague engagement is a crucial area for us to continue to focus on and continue to get right. We have not let distance or differing time zones be a barrier to hearing our colleagues’ opinions around the Board table. Our approach The Directors have acted in a way they consider, in good faith, to be most likely to promote the long-term success of the Company. Our role as the Board is to set the strategy of the Group and ensure that management operates the business in accordance with our priorities. We believe this approach will promote the Group’s long-term success and our customers’ interests as well as creating value for shareholders and having regard to our other key stakeholders such as our colleagues. The Board’s intention is to hand over the business to our successors in a better and more sustainable position for the future. We recognise the continued focus on the contribution that a successful company can make to wider society in general, in addition to generating value for shareholders, and as a Board we want to ensure that we have effective engagement with, and encourage participation from, shareholders and other stakeholders. The Board acknowledges that there are competing priorities for different stakeholders but strives to balance the priorities, while ensuring decisions made are in the best interests of the Company. Board composition and diversity The biographies of all the Board members can be found on pages 62 and 63. There have been no changes to the Board during the year. With regard to our current diversity, I am satisfied that we have an appropriately diverse Board in terms of experience, skills and personal attributes among our Board members. The Directors have many years of experience gained across a variety of industries and sectors, ensuring a mix of views and providing a broad perspective.
Chris Stone Non-Executive Chair
Dear Shareholder On behalf of the Board, I am pleased to present the Corporate Governance Report for the year ended 30 September 2025. Throughout the year the Board has worked cohesively as a team and I would like to thank each Director for their wise counsel and continued efforts during this time. The Board is composed of highly skilled and experienced Directors from a diverse range of industries and backgrounds, all of whom contribute towards the long-term success of the Company and show commitment and enthusiasm in the performance of their roles and duties. I would like to thank all of my Board colleagues for their commitment, support and flexibility over the past year. We now meet as a Board predominantly face to face, but we still use virtual meetings for shorter update meetings or when we need to meet at short notice. This continued hybrid way of working has enabled us to maintain strong governance and robust decision making, delivering against our strategy. We had the opportunity during the year to hold a number of Board dinners either the night before or following Board meetings. This informal time together as a Board, which often has other colleagues from across the business in attendance, allows us to talk matters through and also fosters a culture of team and togetherness away from the more formal setting of the boardroom. The Board is committed to creating and maintaining a culture where strong levels of governance thrive throughout the organisation, specifically ensuring that we send out consistent messages on our values and principles for our colleagues, our customers, our suppliers and our advisers.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 58
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