42 INTEGRATED ANNUAL REPORT 2025 King IV In the development of policy and good governance practices the Board endeavours to apply the King IV code on Corporate Governance. During the 2025 financial year the Board applied King IV as follows: Principle 1 The governing body should lead ethically and effectively Board members were elected by NCT members. Each Board member is committed to ethical governance. The development of further anti-bribery and corruption policies and practices during the year is evidence of this. Principle 2 The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture. NCT ethics is overseen by the Social and Ethics Committee. The leadership is committed to ethical decision making. All timber suppliers are required to subscribe to the NCT code of conduct for the supply of timber. Chain of custody was under great scrutiny during the year with memberships being terminated for gross non-compliance. Principle 3 The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen The public relations department ensures that NCT’s social projects are published when implemented by management. The 2025 Integrated Report sets out the details of projects during the reporting period. Principle 4 The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process The Audit and Risk Committee oversee all risk matters. The business strategy was adapted to the changing circumstances following the 2023 Mill fire. The leadership went to great length to ensure that timber sales continue as best as possible under the circumstances. Principle 5 The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance, and its short, medium, and long-term prospects NCT publishes an integrated report every year. Financial results were prepared in line with IFRS for SME’s and audited by independent auditors. Principle 6 The governing body should serve as the focal point and custodian of corporate governance in the organisation. Management reports to the Board at each board meeting. During the year 8 board meetings were held as well as several Board committee meetings at which operational and strategic matters were considered. Principle 7 The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity, and independence for it to discharge its governance role and responsibilities objectively and effectively. The Board comprised 12 members duly elected by members and co-opted by Board members as required. The Board are all non-executive directors representing members and comprise of the requisite skills to execute their duties. One director is independent with no direct interest in forestry but brings legal insight. Principle 8 The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with balance of power and the effective discharge of its duties. Several committees exist on which Board members and Management serve and are supported by terms of reference. During the reporting period the Board reviewed and approved the delegation of authority. Principle 9 The governing body should ensure that the evaluation of its own performance and that of its committees, its chair, and its individual members, support continued improvement in its performance and effectiveness. A formal evaluation was not undertaken in the reporting period. Principle 10 The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities. Executive functions are delegated to the General Manager who in turn subdelegates functions to the Executive Management. Principle 11 The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives. Risk matters are reviewed by management and reported to the Audit and Risk Committee. Various risks were identified, and mitigating measures were implemented. Plenty of focus was placed on obtaining insurance for risks which cannot be avoided or mitigated. Principle 12 The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives. NCT is supported by a dedicated IT department who develops technology as required by the NCT business. ICT practices are supported by various policies and procedures. Principle 13 The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen. NCT continues with business practices in line with all applicable legislation, codes of practices such as FSC, PEFC, and King IV. The Secretary acts as Legal Counsel and advises the Board and Management on legal compliance. Compliance has become a major topic during the year as regulatory scrutiny has increased.
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