Board composition and division of responsibilities continued
Board and Committee effectiveness review As described earlier, 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. Our intention is for our next review to be externally facilitated and we will look to undertake this during the 2026 calendar year. 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. As a reminder, a number of observations and recommendations were noted from previous evaluations, which are detailed below.
Area
Recommendation/observation
• Considering the next NED appointment and the skills and experience required to complement those already around the Board table • Although it was felt that the Board papers had improved significantly, it was agreed that hearing further client feedback in a more systematic manner, including information on sales pipelines and the external perspective, was important • A suggestion that more colleagues from NCC Group’s global operations could join Board meetings virtually and present updates • A suggestion of a “reflections” session at the end of each Board meeting to play back what had been discussed • Consideration should be given to the frequency and number of Board meetings, i.e. was there an opportunity to have fewer meetings? • More white space (no agenda) time in Board meetings • Spend more time visiting other NCC Group offices • Ideally have one guest presenter/speaker at Board meetings • ExCom presenters at Board meetings to bring a guest from the next level down (or a more junior level) for experience and exposure to the Board • Consider and discuss strategy and risks together • Build on the excellent progress of the last few annual strategy days and continue to hold dedicated Board strategy sessions, as well as check in on progress regularly • Continue to focus on talent and ensuring the Board gets opportunities to meet colleagues within the business, both within Board meetings and in more informal settings such as Board dinners at the meeting, and suggest topics for future Board meetings • Take papers as read – focus time on discussion and debate • More briefings and training on AI and cyber developments/emerging threats • An appreciation that investor relations had improved significantly over recent years and that it was important to maintain this level of momentum and trajectory • Receive more external perspectives on how NCC Group is viewed, particularly by clients/prospective clients • Keep focusing on timeliness of papers; although this had improved, it was important to maintain discipline around this • Audit Committee – ensure the Committee is briefed on key changes to accounting policies and Corporate Governance Code developments • Remuneration Committee – spend time discussing remuneration perspectives beyond the UK, i.e. internationally in the areas NCC Group competes for talent, along with new remuneration ideas that the Committee might consider in the future • Remuneration Committee – spend time considering from a Committee perspective how effectively the wider pay and benefits policy aligns with NCC Group’s strategy and talent agenda, and the implications of this for pay at the top of the organisation • Nomination Committee – spend more time over the annual cycle exploring the development actions that are in progress to actualise the potential of those on the succession plan to CEO/CFO and ExCom roles • Cyber Security Committee – make sure the education content on emerging trends, threats and opportunities is a focus for the Committee
Board composition
Board agendas/ papers
Board meetings
Strategy
Succession planning Stakeholder management
Information flows
Committees
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 68
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