NCC Group PLC Notice of Annual General Meeting 2016 (8268H)

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

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August 23, 2016 02:00 ET (06:00 GMT)