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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ncc Group Plc | LSE:NCC | London | Ordinary Share | GB00B01QGK86 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.80 | 0.63% | 127.80 | 127.60 | 127.80 | 131.80 | 125.40 | 127.60 | 1,369,878 | 16:29:55 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Business Consulting Svcs,nec | 335.1M | -4.6M | -0.0147 | -86.94 | 400.64M |
From Apr 2019 to Apr 2024
TIDMNCC
RNS Number : 5795O
NCC Group PLC
21 August 2017
NCC Group plc
(the "Company" or the "Group")
Notice of Annual General Meeting 2017
and
Notice of Trading Update
The Company confirms that its Notice of Annual General Meeting 2017 ("AGM Notice") and its Annual Report and Accounts for the year ending 31 May 2017 ("Annual Report") have been posted or otherwise been made available to shareholders and published on the Investor Relations section of its website (www.nccgroup.trust/uk/about-us/investor-relations/). The Annual General Meeting will be held at 9.00am on Thursday 21 September 2017 at the offices of DLA Piper UK LLP, 1 London Wall, London EC2Y 5EA.
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.
The Company will provide a trading update at 7.00am on Thursday 21 September 2017 ahead of its Annual General Meeting on the same day.
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 2017 released on 18 July 2017 (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 Guidance 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 are 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/uk/about-us/investor-relations/.
Further to the statement made in the Company's preliminary results announcement in respect of an administrative non-compliance issue which has been identified with respect to distributable reserves and the payment of historical dividends, the Company expects to shortly post a separate circular and notice of general meeting in respect of this matter.
Directors' Responsibility Statement
The following statement is extracted from page 112 of the Annual Report and is repeated here for the purposes of Disclosure Guidance 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/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 48 to 53 of the Annual Report from which the following is extracted in full and unedited text:
"Governance
Overall responsibility for the risk framework and definition of risk appetite rests with the Board, who through regular review of risks, ensure that risk exposure is matched with an ability to
achieve the Group's strategic objectives. Risks are identified primarily by the management team and by using a structured risk framework, with non-executive review being carried out by the Board.
Risk management processes and controls
The Board, with input from the Audit Committee, monitors the ongoing process by which critical risks to the business are identified, evaluated and managed. On a biannual basis, the Board reviews the detailed risk register that has been prepared and updated within the business by the Operations Board which has responsibility for day-to-day risk management within the business.
The CEO chairs the Operations Board and the other members include senior business unit and functional heads. The business has put in place:
(i) Ongoing procedures to identify, evaluate and manage principal risks;
(ii) Procedures to monitor the control systems in place to reduce these risks to an acceptable level;
(iii) A biannual detailed Group-wide risk review; and
(iv) A process to consider progress made against significant business risks at monthly operational Board meetings.
In addition, during 2016, the Board formed a specialist Cyber Security Committee to evaluate the specific risks associated with its cyber risk environment. We expect to evolve our risk management processes and controls further in the new financial year in order to embed further risk management processes within the business. This will include the development of online risk and action tracking systems.
We plan to carry this out in parallel with the creation of a new Internal Audit and Assurance function, reflecting the growing complexity of our business.
Evaluation of risk
The design and ongoing effectiveness of the key controls over the Group's principal risks are documented using an "assurance map". This includes an assessment of the net impact of each risk and the likelihood of its occurrence once mitigating controls are taken into account. The key controls over the Group's identified principal risks are reviewed twice a year by management, the Audit Committee and the Board.
However, the Group's risk management programme can only provide reasonable, not absolute, assurance that principal risks are managed to an acceptable level.
Ranking of the Group's risks is conducted by combining the economic, operational or environmental impact of risks and the likelihood that they may occur. Those risks that are considered to pose the greatest threat to the Group and score the highest are identified as "principal risks". The operations of the Group, and the implementation of its objectives and strategy, are subject to a number of principal risks and uncertainties. Where more than one of the risks to occur together, the overall impact on the Group would be greater.
Risk register
The Group maintains a risk register, which:
(i) Sets out the Group's risk appetite;
(ii) Identifies the key risks faced by the Group and assesses their likelihood and impact; and
(iii) Identifies the processes and controls in place to mitigate these risks.
The Group Risk Register is the primary reporting vehicle used by the Operations Board in performing its risk management duties. It is reviewed in depth by the Operations Board on a biannual basis. The Risk Register is then reviewed by the Board. Day-to-day risks faced by the Group are mitigated by management processes and procedures embedded in the Group's Quality System.
Principal risks and uncertainties
The Group operates in a particularly dynamic and evolving market-place. As new events occur or the business transitions into new activities or phases of its development, the risk register is updated accordingly.
For example, reflecting the changing nature of the business, during 2016-17, we had to complete the integration of two new and sizeable acquisitions into our risk management processes.
As a result of these acquisitions, the Group now has a larger proportion of its revenue coming from hardware or other product sales and also from key strategic customers, with the consequence of there being less predictable sales cycles and, in some cases, larger but less frequent sales.
During the year, we saw a slowing in purchase activity by a key strategic customer in the Netherlands. We also incurred customer losses while professionalising the contracts management activities in one of the businesses we recently acquired, as well as having to bear increased costs.
Furthermore, as a result of these recent large acquisitions, the scale and complexity of the Group increased and enhanced controls and processes needed to be put in place. In order to address this, the Board authorised the creation of the roles of Director of Risk and Assurance, and a Group Tax and Treasury Manager. The former is in the process of being recruited while the latter post has been very recently filled.
The Directors have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity. Detailed descriptions of the current principal risks and uncertainties faced by the Group, their potential impact and mitigating processes and controls are set out below. The tables also highlight whether the risk is assessed as increasing or decreasing with a similar assessment for the position last year. This includes identifying new principal risks and uncertainties.
Hot Features
Premium
Risk Areas Potential Impact Mitigation
--------------------- ----------------------- -------------------------------
Strategy A poor strategy (High impact, risk
or ineffective exposure increased
As the Group execution of from 2016)
and its a strategy
operating would have Members of the Board
environment a material have significant
change, negative impact experience in evolving
so too must on the Group's business strategies.
its strategy financial performance This experience has
if it is and value. been complemented
to continue It would potentially by the use of external
to succeed weaken the consultants who have
and generate Group compared participated in the
increasing to its competitors recent Strategic
shareholder and risk the Review.
value. Group's established
The Group position in
is in the the marketplace.
process
of changing
and developing
a new strategy
that will
need to
take root.
--------------------- ----------------------- -------------------------------
Management Poor change (Medium impact, risk
of change management exposure increased
could lead from 2016)
As the Group to ineffective
adapts and implementation The Board has been
changes of projects enhanced during the
its strategy that then cost last six months by
there are more to deliver, the appointment of
a number take longer an Executive Chairman
of complex to and Interim CEO,
projects deliver, and both of whom have
and initiatives result in fewer extensive experience
that not benefits being of implementing change
only need realised (or on organisations.
to be delivered all three). Through regular engagement
but also with all levels of
require staff the Group will
understanding ensure that the Group's
and support vision and strategy
from all is shared with and
staff. understood by all
staff.
--------------------- ----------------------- -------------------------------
Information If the Group's (High impact, risk
Technology systems failed, exposure unchanged
this could from 2016)
The Group affect the
is heavily Group's ability The Group has made
reliant to provide significant investment
on continued services to in its IT infrastructure
and uninterrupted our customers. to ensure it continues
access to If a system to support the growth
its IT systems. failure was of the organisation.
The Group the result The Group has appropriate
is a natural of a successful controls in place
target for external cyber in order to mitigate
individuals attack, this the risk of systems
who may could result failure and data
seek to in the loss loss, including systems
disrupt of sensitive back-up procedures
the Group's data and compromise and disaster recovery
commercial the Group's plans. The Group
activities. reputation also deploys appropriate
as a leader malware protection,
in the field network security
of cyber security. controls and encryption
Failing to of mobile devices.
successfully The Group is currently
implement new reviewing high
IT systems priority systems
could similarly changes to ensure
cause business that
disruption. projects are well
managed and deliver
the required targeted
benefits in an appropriate
timeframe.
--------------------- ----------------------- -------------------------------
Recruitment Loss of key (Medium impact, risk
and retention managers could exposure unchanged
of key personnel result in a from 2016)
lack of necessary
The Group expertise or Key personnel are
would be continuity tied in through rewarding
adversely to execute career structures
impacted the Group's and attractive salary
if it were strategy. An packages, which can
unable to inability to include participation
attract attract and in share schemes.
and retain retain sufficient Succession plans
the right high-calibre are being finalised
calibre employees could for key members of
of skilled become a barrier the management team
staff. to the continued where they are not
Some roles success and already in place.
within the growth of NCC The Group is reviewing
Group operate Group. our assessment
in highly and development processes
technical to ensure that our
and extremely employees can enjoy
specialised opportunities for
areas in further career training
which there and development.
are shortages
of skilled
people.
--------------------- ----------------------- -------------------------------
Conduct Conduct risk (Low impact, risk
and reputational can arise from exposure unchanged
risk a number of from 2016)
areas such
Damage can as failing NCC Group operates
result to to meet customer a system of policies
our reputation expectations and procedures which
or on project are regularly audited
business delivery, testing as part of the Quality
by a combination assignments System. These, combined
of unanticipated or source code with management oversight,
events or handling or the risk management
by the acts from employees process, project
of a single who could maliciously reviews and customer
employee. disrupt the feedback, mitigate
business and the risk to successful
steal customer service and project
information. delivery. All staff
All such instances are trained regularly
could result and backups are taken
in damage to wherever possible
reputation, before testing assignments
loss of repeat begin.
business and Employees are vetted
potentially before joining and
lead to litigation robust controls and
and/or claims processes are in
against NCC place to manage employees
Group. such as accounting
controls, IT monitoring
large downloads of
data and controls
on client site operations.
--------------------- ----------------------- -------------------------------
Cyber risk As a provider (Low impact, risk
of security exposure decreased
This is services, the from 2016)
the risk Group is a
that is high profile The Board has constituted
faced by target and a Cyber Security
many of could therefore Committee chaired
our customers, be targeted by the Senior Non-
that external by attacks Executive Director.
agents will specifically Security testing
successfully designed to is regularly carried
access and disrupt the out
harm NCC Group's business on the Group's infrastructure
Group data and harm the and there
and operating Group's reputation. are extensive measures
systems, If such an in place to assist
inspired attack was in identifying and
by either successful, dealing with security
the pursuit it could adversely incidents.
of financial affect the The Group has a dedicated
gain or market's perception Information
malice. of the Group Security Management
as well as Forum which meets
causing business regularly to discuss
disruption. security risks to
the Group. Employees
also receive regular
security training
and updates.
--------------------- ----------------------- -------------------------------
Acquisition Well-executed (High impact, risk
and disposals acquisitions exposure unchanged
and disposals from 2016)
Acquisitions with an appropriate
and disposals purchase price As part of its medium-term
can be costly can create strategy, the
to complete significant Board remains committed
and complex value. Poorly to making value enhancing
to deliver executed acquisitions acquisitions.
the targeted and disposals The need to establish
benefits. or those with a robust and scalable
Risks range excessive purchase Target Operating
from deal prices can Model for the Group,
execution destroy shareholder including integrated
(including value. ways of working,
price negotiations, processes and systems,
due diligence, means that the Group
and contracting) is less likely to
to transition make any material
and integration acquisitions for
into (or the next year or
separation two while that TOM
from) is put in place.
NCC Group. Furthermore, the
significant write
down in the carrying
values of goodwill
following the acquisition
of Accumuli and Fox-IT
has led the Board
to commence a review
of our acquisition
process and disciplines
to identify areas
for improvement and
ways in which to
reduce the risk of
future impairments
on any new acquisitions.
This includes developing
a more robust post
acquisition
integration process
to deliver targeted
benefits.
--------------------- ----------------------- -------------------------------
Competition A major change (Medium impact, risk
and failure in the technology exposure unchanged
to respond landscape from 2016)
to market could lead
trends to a decline The Group employs
in an individual a number of industry
Barriers service line's leading experts and
to market revenue stream. thought leaders in
entry are One example our marketplace.
relatively of a recent This puts us at the
low in some change that forefront of change
of our lower needs a response and allows us early
value service is the move insight into emerging
offerings. to more cloud-based trends. This in turn
Equally, applications allows us to anticipate
in such and data storage. or pre-empt a number
a dynamic of potential
and fast risks.
evolving Group-wide technology
technology and technical
space, products forums are used to
or services disseminate and share
can be rendered market intelligence
obsolete and trends, as well
by new technologies as to formulate responses,
or platforms. on a regular basis.
--------------------- ----------------------- -------------------------------
Failure If such rights (Low impact, risk
to protect are not sufficiently increased from 2016)
intellectual protected,
property the Group could Patents are applied
potentially for where appropriate
A number no longer be and intellectual
of the Group's able to offer property is only
service a particular disclosed under a
offerings service in licence agreement
depend on some or all or confidentiality
intellectual countries. agreement. The Group
property also takes steps
rights that to differentiate
need to its IP as far as
be registered, possible to lower
maintained the risk of any potential
and protected infringement claims.
in various
jurisdictions.
Examples
include
trademarks,
patents
and valuable
know-how.
--------------------- ----------------------- -------------------------------
Liquidity, Inability to (Medium impact, risk
foreign refinance the unchanged from 2016)
exchange Group's core
and banking banking facilities The Group's current
facilities could call banking facilities
into doubt cover all of its
The Group the Group's expected needs of
requires longer term the Group for the
access to viability. period of such facilities adequate Equally, if and are sufficiently banking those facilities flexible to allow facilities lacked the the Group to function to fund appropriate effectively. its daily flexibility The Group has recently operations, and structure, appointed a Tax and capital this could Treasury Manager investments inhibit delivery for the first time. and potential of the Group's Part of their role acquisitions. strategy. is to support the Furthermore, The absence CFO in developing as the Group's of any currency a Treasury strategy international hedging in and overseeing its footprint 2016-17 resulted implementation. expands, in an exchange The Board is currently there is loss of GBP3.7m. reviewing a new an inherent Foreign Exchange risk of hedging strategy adverse that is primarily foreign based on net cash exchange flow hedging. movements affecting profitability. --------------------- ----------------------- -------------------------------
Impact of Brexit on the Group
The Group currently has relatively little inter-territorial trade from the UK into Europe and vice versa. While Brexit has already had an impact on exchange rates which the Group has leveraged, there is inevitably some uncertainty around the likely impact of Brexit on businesses. The Group does not believe that Brexit will have a significant impact on its operations as currently structured. UK cyber regulation is likely to stay closely attuned to evolving regulation in Europe, such as GDPR where implementation will proceed in both Europe and the UK as envisaged."
Enquiries: NCC Group plc Chris Stone - Executive Chairman 0161 209 5200 Brian Tenner - Interim CEO 0161 209 5200 Jenna Hincks, Acting Company Secretary 0161 209 5261
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCPBMITMBJTBRR
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August 21, 2017 10:39 ET (14:39 GMT)
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