Governance framework
The different parts of the Company’s governance framework are shown below, with a description of how they operate and the linkages between them.
Board (The Board has collective responsibility to promote the long-term sustainable success of the Group, ensuring due regard is paid to the interests of its stakeholders.)
Provides leadership and is responsible for the overall management of NCC Group, and its strategy, long-term objectives and risk management. It ensures the right Company structure is in place to deliver long-term value to shareholders and other stakeholders.
Board Committees (The Board oversees the Group’s operations through a unitary Board and four principal Committees, being Audit, Nomination, Remuneration and Cyber Security. The terms of reference for these Committees can be found on our website. Further information on the work of these Committees can be found in later sections of this Annual Report and Accounts.)
Support the Board in its work with specific areas of review and oversight objectives and risk management. They ensure the right Company structure is in place to deliver long-term value to shareholders and other stakeholders.
Audit Committee
Nomination Committee
Cyber Security Committee
Remuneration Committee
Primary function is to assist the Board in fulfilling its financial and risk responsibilities. It also reviews financial reporting, the internal controls in place and the external audit process.
Responsible for considering the Board’s structure, size, composition, diversity and succession planning.
Responsible for overseeing and advising on the Group’s exposure to cyber risk, its future cyber risk strategy, its Cyber Security breach response, its crisis management plan and the review of reports on any Cyber Security incidents.
Responsible for determining the overall remuneration of the Executive Directors and the remuneration of senior managers (ExCom) within the broader institutional context of remuneration practice.
Read more on pages 71 to 76
Read more on pages 77 and 78
Read more on pages 79 and 80
Read more on pages 81 to 93
Chief Executive Officer (Manages the day-to-day operations of the Group, prioritising and allocating resources. The CEO is supported by the Executive Committee.)
Has responsibility for managing the business and overseeing the implementation of the strategy agreed by the Board.
Executive Committee (“ExCom”)
Currently comprises the Group’s most senior business and operational Executives. It is responsible for assisting the Chief Executive Officer in the performance of its duties including:
• Developing the budget • Monitoring the performance of the different divisions of the Company against the plan • Carrying out a formal risk review process
• Reviewing the Company’s policies and procedures • Prioritisation and allocation of resources • Overseeing the day-to-day running of the Company • Being responsible for people, talent and culture
For further details on Board composition and division of responsibilities, see pages 64 to 69
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 61
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