Colleague engagement Julie Chakraverty is the Board’s designated Non-Executive Director to lead the Board’s colleague engagement programme and is committed to understanding the views of our colleagues and ensuring they are incorporated into the Board’s decision-making process. In addition, there is also opportunity for colleagues to ask any questions they have on executive remuneration and how this aligns with the wider Company pay policy. Prior to meeting with Julie at one of the engagement sessions, colleagues are introduced to Julie via our internal social channels where she explains her role through a video and written communications. Julie has access to these channels to enable her to engage fully outside of the formal events. We were keen to build on the momentum generated in previous years and Julie is sometimes joined by our Chair, Chris Stone, or other Non-Executive Directors, to meet colleagues, all of whom are invited from below the mid-management level and all parts of the business to ensure diversity of thought. We ensure that no one has their line manager in either the physical or the virtual room to ensure they can speak freely and tell Julie what is on their mind. Feedback from each session’s participants is shared anonymously to the Board and to our CEO. This enables action to be taken, further strengthening the value of listening. Colleagues attending are invited to give their feedback and, so far, results have been positive and valued. Board independence As required by the Code, at least 50% of the Board, excluding the Chair, are Independent Non-Executive Directors. The Board comprises two Executive Directors, four Independent Non-Executive Directors and the Non-Executive Chair. The Board has debated and considers that all of the current Non- Executive Directors are independent, and in so doing considered the profile of all of the individuals, concluding that none of them: • Have ever been a colleague of the Group • Have ever had a material business relationship with the Group or receive any remuneration other than their salary or fees • Have close family ties with the advisers, other Directors or senior management of the Group that could reasonably be expected to cause a conflict • Hold cross-directorships or have significant links with other Directors through involvement with other companies or bodies • Represent a significant shareholder • Have, at the point of this report, served on the Board for more than nine years from the date of their first election
The Non-Executive Directors provide a strong independent element on the Board and are well placed to constructively challenge and help develop proposals on strategy and succession planning. Between them, they bring an extensive and broad range of experience to the Group. Details of the Directors’ respective experience are set out in their biographical profiles on pages 62 and 63. The terms and conditions of appointment of Non-Executive Directors are available for inspection at the Company’s registered office during normal business hours. Diversity The principle of Board diversity (and indeed diversity across the Group) is strongly supported by the Board. It is the Board’s policy that appointments to the Board will always be based on merit so that the Board has the right balance of individuals in place. The Board recognises that diversity of thought, approach and experience are important considerations and it is therefore one of the selection criteria used to assess candidates prior to any Board appointments. The Company’s policy is to find, develop and maintain a diverse workforce at all levels with an initial focus on developing a culture where women can achieve and retain senior positions. Annual re-election In accordance with the Code, any Directors appointed in the financial year are subject to election by shareholders at the AGM and, in line with best practice, all the other Directors are subject to re‑election annually. Director induction, training and development New Directors are provided with an induction on appointment, which would include visits to the Group’s operations and meetings with operational and executive management. Each Director’s induction is tailored to their experience and background with the aim of enhancing their understanding of the Group’s strategy, business, operating divisions, colleagues, customers, suppliers and advisers, and the role of the Board in setting the tone of our culture and governance standards. The Company acknowledges the importance of developing the skills of the Directors to run an effective Board. To assist in this, Directors are given the opportunity to attend relevant courses and seminars to acquire additional skills and experience to enhance their contribution to the ongoing progress of the Group. All of the Directors attend sessions which are aimed at updating the Board on trends and developments in corporate governance.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 67
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