Nomination Committee report
for the Board to effectively support the Company’s strategy both in the immediate future and over several years. The Committee’s efforts in succession planning played a crucial role in recruitment activities over the years. In the forthcoming year, the Committee will continue to prioritise the establishment of suitable succession plans for various timeframes. Diversity Our objective is to have a broad range of skills, backgrounds, experiences and personal attributes within the Board as this ensures the Board is best placed to serve the Company. All appointments are made on merit and against objective criteria with due regard for the benefits of diversity on the Board, including gender identity, nationality and educational and professional background, as well as individual characteristics which will enhance diversity of thinking on the Board. NCC Group and the Committee value the aims and objectives of the FTSE Women Leaders Review (formerly the Hampton‑Alexander Review on FTSE women leaders) and the Parker Review on ethnic diversity of UK boards and support and apply the Group’s diversity policy. The Committee is also mindful of the Group’s diversity policy when making appointments to the Board Committees (Audit, Cyber Security, Nomination and Remuneration), ensuring an appropriate range of backgrounds across Committee members to enhance quality decision making. The Group’s gender diversity statistics are set out on page 19. At Board level, we currently have three females, one of whom is a person of colour; however, we note that diversity extends beyond the measurable statistics of gender and ethnicity. We continue to take diversity in its wider context into account, having regard to the diversity policy, and recommend only the most appropriate candidates for appointment to the Board. During the year ended 31 May 2021, we made the firm commitment that by 2024, we would have at least 33% female representation on our Board and at least one person of colour. In 2022 we delivered on our commitment and we will also meet the FTSE Women Leaders Review target of 40% by the end of 2025. Although this is best practice for FTSE 350 companies, we have committed to this target regardless of which share index we are in. Our Board now has 43% female representation. We remain focused on ensuring diversity within our leadership population and will continue to address this during future Board and Executive Committee appointments. Improvements in diversity are often not a quick process; however, we are very mindful of the need to continue to take positive action, and the matter remains an ongoing priority on our agenda. Accessing the candidates we require to reach this target will involve us looking beyond the obvious pool of existing board directors within the UK and we are committed to ensuring that we extend our talent search to other sectors and locations globally to ensure we find a diverse pool of candidates to provide us with true diversity of thought, culture and lived experience, around our Board table. When a new Director is appointed, they receive a full, formal and tailored induction into the Company and discuss with the Chair to identify any immediate and longer-term training requirements. The Committee’s terms of reference can be found in the Investor Relations section of the Company’s website. The terms of reference are reviewed annually and updated when necessary. Committee meetings During this financial year, the Committee held one scheduled meeting. The attendance of individual Committee members at Nomination Committee meetings is shown in the table on page 65.
Chris Stone Chair, Nomination Committee
The members of the Nomination Committee are Julie Chakraverty, Jennifer Duvalier and Lynn Fordham, along with me.
The Nomination Committee’s objectives and responsibilities
The Nomination Committee is responsible for reviewing the size, structure, balance, composition and progressive refreshing of the Board and its Committees and as such its duties include: • Reviewing the structure of the Board • Evaluating the balance of skills, knowledge, experience and diversity on the Board • Making recommendations for further recruitment to the Board or proposing changes to the existing structure of the Board, or individual Directors • Reviewing the leadership needs of the Company, both Executive and Non-Executive • Succession planning for Directors and other senior Executives within the business • Recruiting, appointing and exiting of Directors • Overseeing membership of, and succession to, the various Board Committees • Reviewing the time commitment required from the Non-Executive Directors on NCC Group business The Chair of the Board leads the process for the appointment of new Non-Executive Directors to the Board and for the appointment of the Chief Executive Officer. The Chief Executive Officer, in conjunction with the Chair, leads the process for the Chief Financial Officer. The Senior Independent Director leads the process for a new Chair of the Board. In relation to an appointment to the Board, the Committee draws up a specification and assesses the capabilities and experience required for such a role, taking into account the Board’s existing composition, including relevant experience and understanding of our stakeholder groups. We also assess the time commitment required. Candidates are sought by third party executive search consultants and, where appropriate, through the assessment of internal candidates and are then formally considered by the Nomination Committee. Extensive external referencing is also completed. Board succession The Committee is tasked with overseeing the succession planning process and providing recommendations to the Board. It adopts a long-term perspective on succession planning, consistently evaluating Board tenure and diversity (with an emphasis on gender, cultural background and experience), and identifying the skills necessary
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 77
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