Corporate Governance

The Board views governance as fundamental to ensuring effective oversight, robust decision making and long-term value creation. This is the first year in which the UK Corporate Governance Code 2024 has applied to Halma, and I am pleased to report that we have complied with the current provisions. We have also made good progress in mapping controls and strengthening processes to support the Board’s compliance statement, under Provision 29, which will be included in next year’s Annual Report.

Cyber risk remains a top priority for the Board. During the year, we further strengthened our oversight of cyber security and resilience through a combination of targeted Board development and enhanced management reporting. In July 2025, the Board participated in the ISTARI Lighthouse Cybersecurity Governance Enablement programme, delivered in partnership with the University of Oxford’s Saïd Business School, which focused on the Board’s role in governing cyber risk, setting risk appetite and responding effectively to a significant cyber incident.

In parallel, the Chief Information and Security Officer provided the Board with deeper insight into cyber security, resilience and governance. This included an assessment, mapped against the UK Government’s Cyber Governance Code of Practice, which has provided clearer assurance to the Board on roles, responsibilities and escalation of cyber incidents, and supports our drive for continuous improvements in cyber resilience.

Board changes and onboarding

The composition of the Board has continued to evolve, ensuring that we have the right skills to support our growth ambitions, and to plan for non-executive Director succession. During the year, we welcomed our newest Directors, Hudson La Force and Barbara Thoralfsson. Following their structured onboarding, their priority this year is to visit our companies, deepening their understanding of our business model and seeing our culture in action. I am pleased to announce the appointment of Sharmila Nebhrajani OBE as Senior Independent Director and Giles Kerr as Remuneration Committee Chair, succeeding Jo Harlow in those roles, after she steps down from the Board at the 2026 AGM. On behalf of the Board, I would like to thank Jo for her contributions during her nine-year tenure, which have been highly valued, and wish her every success for the future.

Stakeholder engagement

In February 2026, I undertook a further constructive programme of investor engagement, meeting with a broad cross section of our UK and international shareholder base, representing over 25% of our issued share capital. Discussions covered a range of themes, including talent and culture, M&A and capital allocation, opportunities and risks within our photonics business, Board skills and succession, oversight of cyber security, AI and emerging technologies, and the resilience of our supply chains.

It was encouraging to receive ongoing investor support for Halma’s strategic direction, governance framework and culture. Employee engagement remains a key focus for the Board. During the year, Directors visited companies across all three sectors, and non-executive Directors held focus group sessions to gather actionable feedback and engage directly with the wider workforce. The non-executive Directors also participated in company events, including panel discussions and networking at our Accelerate Halma 2026 conference in the US, as well as more informal sessions with the Divisional Chief Executives, company management, Group and sector colleagues.

During my site visits, I am consistently impressed by the depth of engagement within our leadership teams and by the passion, commitment and openness of our colleagues. This underscores my belief that Halma’s organisational and cultural genes are genuinely embedded throughout the business.

Looking ahead with confidence

While global uncertainty remains elevated, the Board is confident in Halma’s ability to continue investing for the long term and delivering sustainable growth and returns. Our decentralised operating model, underpinned by high-quality talent and an entrepreneurial culture, ensures that we remain focused on serving our customers and stakeholders, while staying true to our purpose of growing a safer, cleaner, healthier future, for everyone, every day.

I am proud to be part of Halma and look forward to reporting on our continued progress in the year to come.

Dame Louise Makin
Chair
11 June 2026