NCC Group plc Annual Report 2021

Nomination Committee report continued

The Nomination Committee’s objectives and responsibilities continued

We will look to address this during future Board and Executive Committee appointments to improve our diversity. Given that this is a fairly young Board in terms of tenure, this improvement in diversity will not be a quick process but we are very mindful of the need to improve this and take positive action, and the matter is fully on our agenda. Accessing the candidates we require to reach this target will involve us looking beyond the obvious, for example existing board directors within the UK, and we intend to ensure that we extend our talent search to other sectors and countries to ensure we find a diverse pool of candidates from which to choose from. When a new Director is appointed they receive a full, formal and tailored induction into the Company and discuss with the Chair any immediate training requirements. The Committee’s terms of reference can be found in the Investor Relations section of the Company’s website: www.nccgroupplc.com/investor-relations. The terms of reference are reviewed annually and updated when necessary. Committee meetings During this financial year, the Committee held three scheduled meetings. The attendance of individual Committee members at Nomination Committee meetings is shown in the table below. Unless otherwise indicated, all Directors held office throughout the year.

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 completed. 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, nationality, and educational and professional background, as well as individual characteristics which will enhance diversity of thinking on the Board. The Company and the Committee value the aims and objectives of 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 Group’s gender diversity statistics are set out on page 63. At Board level, we currently have one female on our Board and no people of colour, but we note that diversity extends beyond the measurable statistics of gender and ethnicity. As such, while we historically have not set any particular targets, 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. That said, we recognise that we still have much progress to make in terms of improving the diversity of the Board and our Executive Team (and indeed our workforce as a whole). With that in mind, during the year we have made the formal commitment that by 2024, we will have at least 33% female representation on our Board and at least one person of colour. Although this is best practice for FTSE 350 companies, we will commit to this target regardless of which share index we are in. (To achieve this commitment by 2024 based on our current Board size of seven Directors, we would need to have at least three female Directors out of the seven. At least one of the seven would be a person of colour.)

Attendee

Meetings attended

Chris Stone

Chris Batterham

Jonathan Brooks

Jennifer Duvalier

Activities during the year During the year, the Committee: • Evaluated the skills, knowledge and experience around the Board table • Reviewed the structure, size and composition of the Board • Reviewed the Directors’ length of service • Reviewed the diversity of the Board • Reviewed the memberships of all Committees • Reviewed the expected time commitment of the Chair and the Non-Executive Directors During the year, the Nomination Committee has had several in-depth presentations from the Chief People Officer and the Global Head of Learning and Development which focused on people, talent and succession planning. These presentations looked at the overall current position and in particular senior succession, i.e. the Executive Committee and its direct reports.

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NCC Group plc — Annual report and accounts for the year ended 31 May 2021

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