Board composition and division of responsibilities continued
• Introduced new standing Board agenda item of having a “meeting reflections” session at the end of each Board meeting to play back what had been discussed at the meeting, and suggest topics for future Board meetings Financial • Reviewed and approved the Annual Report and Accounts, ensuring that it is fair, balanced and understandable • Discussed and approved the full-year and half-year results and associated presentations to investors • Approved the interim and final dividends, and discussed the dividend policy • Noted and approved the Group insurance cover renewal • Discussed and approved the 2025/26 budget • Considered and approved the market purchase of shares to fund future discretionary share plan maturities • Received external presentations on shareholder perspectives on the Company, including receiving regular updates from investor meetings and noting circular investor letters • Considered and approved the Group’s new refinancing arrangements Other Group business • Kept updated on a number of strategic projects • Discussed a number of M&A opportunities • Approved a number of major customer contracts and bids • Had two presentations on NCC Group’s AI proposition and service offerings Independent advice All Directors have access to the advice and services of the Company Secretary and Directors are entitled to take independent professional advice if necessary, at the expense of the Company. Conflicts of interest The Companies Act 2006 requires Directors to avoid situations where they have, or could have, a direct or indirect interest that conflicts or potentially conflicts with the interests of the Company. The Company’s Articles of Association require any Director with a conflict or potential conflict to declare this to the Board. That Director will not then be involved in the discussions relating to the proposal, transaction, contract or arrangement in which they have an interest, unless agreed otherwise by the Directors of the Company in the limited circumstance specified in the Articles of Association, nor will they be counted in the quorum or be permitted to vote on any issue in which they have an interest. Directors are required to inform the Board without delay should they be aware of any actual or potential conflicts of interest and a check on conflicts is undertaken each year with a report to the Board.
What have we looked at as a Board during 2024/25? At every meeting the Board reviews the minutes from the previous meeting and the status of any outstanding actions. Colleague engagement is a standing agenda item presented by Julie Chakraverty as our designated Non-Executive Director for workforce engagement. The CEO and CFO present their monthly performance update reports, which are also circulated to Board members in months where there is no scheduled Board meeting. The Board has also reviewed the following during 2024/25: Leadership and colleagues • Received an update on colleague engagement and the results of the annual colleague engagement survey, and any questions colleagues have raised on executive remuneration and how this aligns with the wider Company pay policy • Continued with the colleague engagement programme, led by an appointed designated Non-Executive Director, with an update to the Board at every Board meeting • Been updated on senior management changes to the Executive Committee • Spent time with the new Chief Commercial Officer, and the newly promoted Chief People Officer • Spent informal time with wider colleagues during Board meetings and visits held at our offices Strategy • Continued to be kept informed of progress with the Group’s strategy • Held a dedicated strategy session • Discussed the strategy session and the key points arising out of it, along with regular check-ins on progress against strategy • Had a number of post-acquisition reviews of acquisitions that the Group had made over the past few years • Kept updated on the progress of a non-core disposal in the Netherlands (the Fox Crypto business) Governance • Continued with the colleague engagement programme, with an appointed designated NED leading the Board’s engagement activities • Considered and approved a number of amendments to the Group’s delegated authority/authorised signatory matrix • Discussed and approved the Group’s Modern Slavery Statement • Received reports on any material litigation and colleague litigation issues affecting the Group • Reviewed and approved a number of country risk assessments for work in certain countries • Held a dedicated Enterprise Risk Management (ERM) Board workshop facilitated by the Director of Global Governance and Global Head of Risk and Assurance
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 66
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