Board composition and division of responsibilities
The Board has agreed a clear division of responsibilities with the responsibilities of the Chair, Chief Executive Officer, Chief Financial Officer, Senior Independent Director and other Directors clearly defined so that no individual has unrestricted powers of decision and no small group of Directors can dominate the Board’s decision making.
Role
Responsibilities
Chair of the Board (Chris Stone)
Is responsible for the running and leadership of the Board, setting its agenda and ensuring its effectiveness in all aspects of its role, and promoting a culture of openness, debate and the highest standards of corporate governance. The Chair, in conjunction with the CEO and other Board members, plans the agendas, which are issued with the supporting Board papers in advance of the Board meetings. These supporting papers provide appropriate information to enable the Board to discharge its duties, which include monitoring, assessing and challenging the executive management of the Group. Together with the senior management team (ExCom), is responsible for the day-to-day running of the Group’s business, implementing the strategy and policies approved by the Board, and regularly providing performance reports to the Board. The role of CEO is separate from that of the Chair to ensure that no one individual has unfettered powers of decision. Works closely with the CEO with specific responsibility for all financial matters, including Group accounting policies, financial control, tax and treasury management, risk management and financial probity. The CFO is also accountable for the transparency and appropriateness of management information and key performance indicators, internally and externally. Provides a sounding board for the Chair and serves as an intermediary for other Directors, colleagues and shareholders when necessary. The main responsibility is to be available to the shareholders should they have concerns that they have been unable to resolve through normal channels or when such channels would be inappropriate. Bring experience and independent judgement to the Board. Maintain an ongoing dialogue with the Executive Directors, which includes constructive challenge of performance and the Group’s strategy.
Chief Executive Officer (Mike Maddison)
Chief Financial Officer (Guy Ellis)
Senior Independent Director (Julie Chakraverty)
Non-Executive Directors (Jennifer Duvalier,
Mike Ettling and Lynn Fordham)
Designated Non‑Executive Director for engagement with the workforce (Julie Chakraverty) Company Secretary (Jonathan Williams)
Leads on Board engagement with the workforce (please see separate section on page 14).
Ensures good information flows within the Board and its Committees and between senior management and Non-Executive Directors. The Company Secretary is responsible for facilitating the induction of new Directors and assisting with their professional development as required. All Directors have access to the advice and services of the Company Secretary to enable them to discharge their duties as Directors. The Company Secretary is responsible for ensuring that Board procedures are complied with and for advising the Board via the Chair on governance matters. The appointment and removal of the Company Secretary is a matter for the Board as a whole.
Gender identity or sex as at 30 September 2025 No. of Board members % of the Board
No. of senior positions on the Board (CEO, CFO, SID, Chair)
No. in executive management (ExCom)
% of executive management
4
57%
3
5
71%
Men
3
43%
1
2
29%
Women
—
—
—
—
—
Not specified/prefer not to say
Ethnic background as at 30 September 2025 No. of Board members
% of the Board
No. of senior positions on the Board (CEO, CFO, SID, Chair)
No. in executive management (ExCom)
% of executive management
White British or other White (including minority White groups)
5
72%
3
6
86%
—
—
—
—
—
Mixed/multiple ethnic groups
1
14%
1
1
14%
Asian/Asian British
—
—
—
—
—
Black/African/Caribbean/Black British
—
—
—
—
—
Other ethnic group, including Arab
1
14%
—
—
—
Not specified/prefer not to say
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 64
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