Effectiveness As Chair, I am responsible for providing leadership to ensure that the Board operates effectively. I have been supported in this by all the Directors, but in particular our Senior Independent Director (Julie Chakraverty). The annual reviews of Board effectiveness help the Board to consider how it operates and how its operations can be improved. This year, we have not undertaken a formal review of the Board and its Committees. Building on our inaugural externally facilitated Board evaluation in 2023, we undertook a comprehensive internally facilitated Board and Committee evaluation in 2024, where we took significant time to discuss the output and agree actions in January 2025. We felt that we wanted further time to embed the actions from previous evaluations into how we operate and work together as a Board and felt that pausing the formal review process for a year was a sensible course of action. In addition, a significant amount of Board time and focus was taken up by a number of strategic considerations, as well as being in an “offer period” since mid-July 2025. We concluded that undertaking a Board and Committee evaluation process at this time would not be appropriate, given the significant level of activity currently underway. In reaching this decision, the Board considered the importance of maintaining focus on critical strategic and operational priorities during a period of heightened activity. While evaluations are an integral component of good governance and support continuous improvement, the timing of such a process must ensure that it adds value rather than creating unnecessary burden or distraction. The Board remains committed to undertaking a comprehensive evaluation when circumstances allow, in line with best practice. Our intention is for our next review to be externally facilitated and we will look to undertake this during 2026. As a reminder, Board succession planning remains a priority, particularly as we look to ensure the Board and Executive Committee have the right set of skills and experience to support the Group as the business evolves.
We recognise that we still have some progress to make in terms of improving the diversity of the Board and our executive team (and indeed our workforce as a whole). During the year ended 31 May 2021, we made the firm commitment that by 2024, we will have at least 33% female representation on our Board and at least one person of colour. We have now delivered on our commitment and are also on course to meet the FTSE Women Leaders Review and Listing Rules target of 40% female representation by the end of 2025. Although this is best practice for FTSE 350 companies, we have committed to this target regardless of which share index we are in. Our Board now has 43% female representation (three out of seven) and we will look to improve this further still during any future appointments to the Board. Improvements in diversity are often not a quick process but we are very mindful of the need to take positive action, and the matter continues to remain high on our agenda, as can be seen with the progress we have made over recent years. Accessing the candidates we require to reach this target will involve us looking beyond the obvious pool of existing board directors within the UK and we intend to ensure that we extend our talent search to other sectors and countries enabling us to find a diverse pool of candidates from which to choose to provide us with true diversity around our Board table. To confirm, as at 30 September 2025, we complied with the following: • At least 40% of the individuals on our Board of Directors are women. • At least one of the senior positions on our Board of Directors is held by a woman (our Senior Independent Director). • At least one individual on our Board of Directors is from a minority ethnic background.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 59
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