TIDMNCC
RNS Number : 8268H
NCC Group PLC
23 August 2016
NCC Group plc
(the "Company" or the "Group")
Notice of Annual General Meeting 2016
The Company confirms that its Notice of Annual General Meeting
2016 ("AGM Notice") and its Annual Report and Accounts for the year
ending 31 May 2016 ("Annual Report") have been published on the
Investor Relations section of its website (www.nccgroup.trust). The
Annual General Meeting will be held at 11am on 22 September 2016 at
Manchester Technology Centre, Oxford Road, Manchester M1 7EF.
Copies of the Annual Report and the AGM Notice have been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/NSM.
A condensed set of the Company's financial statements and
extracts were included in the Company's preliminary results for the
year ended 31 May 2016 released on 7 July 2016 (the "Preliminary
Announcement"). The information included within the Preliminary
Announcement together with the information set out below, which is
extracted from the Annual Report, constitute the material required
by Disclosure and Transparency Rule 6.3.5 to be communicated to the
media in full unedited text through a Regulatory Information
Service. This announcement and the Preliminary Announcement is not
a substitute for reading the full Annual Report. Page numbers and
cross-references in the extracted information below refer to page
numbers and cross-references in the Annual Report. To view the
Preliminary Announcement, please visit the Investor Relations
section of the Company's website at www.nccgroup.trust.
Directors' Responsibility Statement
The following statement is extracted from pages 96 to 97 of the
Annual Report and is repeated here for the purposes of Disclosure
and Transparency Rule 6.3.5. This statement relates solely to the
Annual Report and is not connected to the extracted information set
out in this announcement or the Preliminary Announcement:
"The directors are responsible for preparing the Annual Report
and the Group and parent company financial statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare group and parent
company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in
accordance with IFRSs as adopted by the EU and applicable law and
have elected to prepare the parent company financial statements on
the same basis.
Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent company and of
their profit or loss for that period. In preparing each of the
Group and parent company financial statements, the directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the parent
company will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
company's transactions and disclose with reasonable accuracy at any
time the financial position of the parent company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the company and the undertakings included in the consolidation
taken as a whole; and
-- the Strategic Report and Directors' Report include a fair
review of the development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group's position and
performance, business model and strategy".
Principal risks and uncertainties
The principal risks and uncertainties relating to the Company
are set out on pages 28 to 31 of the Annual Report from which the
following is extracted in full and unedited text:
"The Group faces operational risks and uncertainties, which the
Directors take all reasonable steps to mitigate, however, the
Directors recognise that they can never be eliminated completely.
Managing risk sensibly is key to the success of any Company.
A robust review of those risks which could seriously affect the
Group's performance, future prospects and reputation has been
performed.
A Group Risk Register is maintained which is reviewed in depth
by the Operational Board on a bi-annual basis. The Risk Register is
then reviewed by the Audit Committee for an independent and
objective assessment before being circulated to the Board.
Day-to-day risks faced by the Group are mitigated by management
processes and procedures embedded in the Group's Quality System.
The Board and senior management also encourage a culture of
transparency and openness to ensure that issues are escalated
promptly to them when required.
The following table sets out the principal operational risks and
uncertainties facing the business, in no order of priority, their
potential impact and the principal mitigating factors.
Risk Potential Impact Mitigation
Areas
-------------- ------------------------------ ----------------------------------
Information The Group is heavily The Group has made
Technology reliant on continued significant investment
and uninterrupted in its IT infrastructure
access to its IT to ensure it continues
systems. If such to support the growth
systems failed, of the organisation.
this could affect
the Group's ability NCC Group has appropriate
to provide services, controls in place
result in the loss in order to mitigate
of sensitive data the risk of systems
and compromise failure and data loss,
the Group's reputation. including systems
back-up procedures
Failing to successfully and disaster recovery
implement new IT plans and also has
systems could similarly appropriate malware
cause business protection, network
disruption. security controls
and encryption of
mobile devices.
NCC Group has learnt
valuable lessons from
previous system implementations.
New IT solutions are
carefully scoped and
implementation is
closely managed.
-------------- ------------------------------ ----------------------------------
Loss Loss of key managers Existing key management,
of Key could result in new hires or management
Management a lack of necessary teams that are recruited
expertise or continuity through acquisitions
to execute the are tied in through
Group's strategy rewarding career structures
and attractive salary
packages, which include
participation in share
schemes.
In addition, succession
plans have been developed
or are being developed
for key members of
the management team,
including through
acquisitions, which
are regularly reviewed.
-------------- ------------------------------ ----------------------------------
Recruitment An inability to This is mitigated
& Retention attract and retain with a clear human
sufficient high-calibre resources (HR) strategy,
employees could which is aligned to
become a barrier the business strategy
to the continued and focused on attracting,
success and growth developing and retaining
of NCC Group. the best people for
NCC Group.
Consistent, continuous
assessment and management
of employees underpin
it and excellent opportunities
for further career
training and development.
In addition, there
is a continual review
of compensation and
benefits to ensure
sector and geographic
competitiveness
-------------- ------------------------------ ----------------------------------
Conduct Conduct risk can NCC Group operates
risk arise from a number a system of policies
of areas such as and procedures which
failing to maintain are regularly audited
discipline and as part of the quality
meet customer expectations system.
on project delivery,
testing assignments These, combined with
or source code comprehensive management
handling or from oversight, the risk
rogue employees management process,
who could maliciously project reviews and
disrupt the business customer feedback,
and steal customer mitigate the risk
information. All to successful service
such instances and project delivery.
could result in All staff are trained
damage to reputation, regularly and backups
loss of repeat are taken wherever
business and potentially possible before testing
lead to litigation assignments begin.
and/or claims against
NCC Group. Employees are vetted
before joining and
robust controls and
processes are in place
to manage employees
such as accounting
controls, IT monitoring
large downloads of
data and controls
on client site operations.
-------------- ------------------------------ ----------------------------------
Cyber As a provider of The Board has constituted
risk security services, a Cyber Security Committee
the Group is a chaired by the Senior
high profile target Non-Executive Director
and to whom the CEO reports
could therefore monthly the risks,
be targeted by threats and issues
attacks specifically facing the Group.
designed to disrupt
the Group's business Security testing is
and harm the Group's regularly carried
reputation. If out on the Group's
such an attack infrastructure and
was successful, there are extensive
it could adversely measures in place
affect the market's to assist in identifying
perception of the and dealing with security
Group as well as incidents.
causing business
disruption. The Group has a dedicated
Information Security
Management Forum which
meet regularly to
discuss security risks
to the Group. Staff
also have regular
security training
-------------- ------------------------------ ----------------------------------
Acquisitions A failure to execute, The Board remains
complete and successfully committed to making
integrate targeted, value-enhancing acquisitions.
value enhancing The process adopted
acquisitions represents by the Board in identifying
a risk to the Group's and completing such
growth. acquisitions is well
established and includes
a robust due diligence
and integration planning
process.
-------------- ------------------------------ ----------------------------------
Competitive New lower priced Emphasis is put on
environment competitors could providing a high
and failure enter the marketplace. quality, efficient
to respond service.
to market Competitors could
trends also respond faster All directors regularly
to market trends. review services offered
by competitors and
A failure to keep report to the Board
pace with changes accordingly.
in the cyber security
industry could Discussion groups
compromise the are held regularly
Group's brand and to ensure new opportunities
lead to a loss to improve or extend
of business. the Group's existing
product and service
offerings are taken.
-------------- ------------------------------ ----------------------------------
Investing A new product or Major new services
in new service area could are only introduced
areas require significant after extensive review
investment and and consideration.
take time to deliver All new significant
a return or deliver investments require
disappointing returns. Board approval.
-------------- ------------------------------ ----------------------------------
Ethical A substantive ethical NCC Group has various
and legal breach and/or non-compliance policies and operational
breaches with laws or regulations controls in in place
could potentially across the Group to
lead to damage mitigate this risk.
to NCC Group's
reputation, fines, There is continued
litigation and investment in people,
claims for compensation. processes and training
to assist the Group
in meeting its legal
and regulatory requirements.
-------------- ------------------------------ ----------------------------------
Failure There are a number Patents are applied
to protect of intellectual for where appropriate
intellectual property rights and intellectual property
property that are relevant is only disclosed
to the Group's under a licence agreement
services such as or confidentiality
trademarks, patents agreement.
and valuable know-know.
If such rights
are not sufficiently
protected, it could
result in a loss
of competitive
advantage.
-------------- ------------------------------ ----------------------------------
There are no persons with whom the Company has contractual or
other arrangements that are deemed to be essential to the
Group.
The principal financial risks faced by the Group are:
-- Credit Risk. This is the risk of financial loss to the Group
if a customer or counterparty to a financial instrument fails to
meet its contractual obligations and arises principally from the
Group's receivables from customers. The Group's exposure to credit
risk is influenced mainly by the individual characteristics of each
customer.
-- Liquidity Risk. This is the risk that the Company will not be
able to meet its financial obligations as they fall due. The Group
manages liquidity risks by regular reviews of forecast cash flows
in line with contractual maturities of financial liabilities and
the revolving credit facility available. Forecast cash flows are
reported to the Board on a monthly basis.
-- Currency Risk. The Group is exposed to currency risk on
sales, purchases and borrowings that are denominated in a currency
other than the respective functional currencies of the Group
entities. The Group's management review the size and probable
timing of settlement of all financial assets and liabilities
denominated in foreign currencies.
-- Interest Rate Risk. The Group and Company finances its
operations through a mixture of retained profits and bank
borrowings. The Group borrows and invests surplus cash at floating
rates of interest based upon bank base rates.
Enquiries:
NCC Group plc
Rob Cotton, CEO 0161 209 5200
Helen Nisbet, Company Secretary 0161 209 5251
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAPTMATMBTTBLF
(END) Dow Jones Newswires
August 23, 2016 02:00 ET (06:00 GMT)
Ncc (LSE:NCC)
Historical Stock Chart
From Apr 2024 to May 2024
Ncc (LSE:NCC)
Historical Stock Chart
From May 2023 to May 2024