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
  0.00 0.0% 199.80 199.20 199.80 201.50 196.20 196.20 501,464 15:06:40
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Software & Computer Services 250.7 17.8 4.9 40.8 555

NCC Group PLC Notice of AGM 2019 and Notice of Trading Update

22/08/2019 10:00am

UK Regulatory (RNS & others)

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RNS Number : 8406J


22 August 2019

NCC Group plc

(the "Company" or the "Group")

Notice of Annual General Meeting 2019


Notice of Trading Update

The Company confirms that its Notice of Annual General Meeting 2019 ("AGM Notice") and its Annual Report and Accounts for the year ending 31 May 2019 ("Annual Report") have been posted or otherwise been made available to shareholders and published on the Investor Relations section of its website ( The Annual General Meeting will be held at 9.30 am on Wednesday 25 September 2019 at the Company's Head Office, XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester, M3 3AQ.

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

The Company will provide a trading update at 7.00am on Wednesday 25 September 2019 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 2019 released on 25 July 2019 (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

Directors' Responsibility Statement

The following statement is extracted from page 95 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 Accounts 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 International Financial Reporting Standards as adopted by the European Union (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 judgments and estimates that are reasonable, relevant and reliable;

-- state whether they have been prepared in accordance with IFRSs as adopted by the EU;

-- assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

-- use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

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 are responsible for such internal control as they determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error, and 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the annual financial report

Each of the Directors whose names and functions are set out on pages 48 to 49 of the Annual Report confirms that, to the best of their 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 Directors' report includes 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 32 to 37 of the Annual Report from which the following is extracted in full and unedited text:

"Relaunch of Risk Management

During the previous year we appointed a risk management subject matter expert, the Director of Risk and Assurance. Following this appointment, the Board commissioned an evaluation of our existing risk management framework. The review led to the implementation of a range of enhancements to build on the established platform.

The Group has continued to develop and implement a Risk Management Policy, against which we are monitoring enterprise-wide risk management.

This policy sets out protocols covering roles and responsibilities for the risk framework and the definition of risk appetite as set by the Board. A web-based tool, the Integrated Risk Management System (IRMS), has been deployed to record risk registers and to track risk mitigation action plans, helping embed ownership of risks and treatment actions while also providing access to live management information.

Risks are evaluated at a number of levels of the organisation, commencing with those which link to the Group achieving its strategic objectives. These risks are presented under our principal risks and uncertainties.

Risks are identified primarily by the management team through the use of a structured risk framework. Non--Executive reviews are carried out by two Board Committees: the Cyber Security Committee for IT centric risks and the Audit Committee for all other risk types. The Chief Information Security Office (CISO) reports to the Cyber Committee and the Director of Risk and Assurance reports to the Audit Committee.

While distinct from the established CISO role, the Director of Risk and Assurance works closely with the CISO to facilitate risk oversight across the full range of risk types.

Risk management processes and controls

The Board monitors the ongoing process by which relevant material risks are identified, evaluated and managed via the two subcommittees noted above. On a quarterly basis, the subcommittees review the detailed risk registers that have been prepared and updated across the business along with the status of action plans that are in place to treat risks, which are considered to be excessive.

Evaluation and treatment of risk

Risks are evaluated using a simple but robust model, which forms part of the Risk Management Policy. The model, which is capable of application across multiple risk types, is sufficiently sensitive to record risks that have the potential to impact Viability Reporting obligations.

Risks are evaluated without considering the operation of any existing controls. This is done to

form a view of inherent risk.

The impact of existing mitigating controls are then considered along with their effectiveness to determine the extent of residual risk. The assessments are made using a combination of impact and likelihood criteria to arrive at a total risk score. Residual risk is then considered against the Group Risk Appetite, which is a judgmental scoring matrix created by the Board to identify risks as being within or outside acceptable parameters for the Group.

Output from the evaluation of strategic risks has been used to help shape the Group's Transformation Programme. Where risks are assessed as being outside of appetite, treatment actions are agreed including owners, priorities and due dates, either within the Transformation governance structures or milestone plans owned by senior business leaders. The IRMS is used to track these actions, with data mining capabilities to produce reports to the Cyber Security and Audit Committees.

The Group uses a simple Risk Heat Map to record an up-to-date view of residual risk. Viability risks are principal risks that the Directors consider are so extreme that they could jeopardise the business viability if they crystallise.

Principal risks and uncertainties

The Group continues to operate in a particularly dynamic and evolving marketplace. The very latest strategic risk register has been developed to reflect those factors.

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.

 Risk Areas                  Potential Impact              Mitigation 
 Business Strategy           A poor strategy               (Medium impact, risk exposure 
                              or ineffective                decreased from 2018) 
  A comprehensive             execution 
  business strategy           of a strategy could           Members of the Board have 
  is essential                have a material               significant experience 
  to the continued            negative impact               in evolving 
  success                     on the Group's                business strategies. The 
  of the Group                financial                     Board is significantly 
  as we strive                performance and               engaged in both 
  to maximise                 value. It would               setting and reviewing 
  shareholder value.          potentially weaken            strategy and held a dedicated 
                              the Group compared            strategy 
                              to its competitors            session in March 2019. 
                              and risk the Group's 
                              established position 
                              in the marketplace. 
                            ----------------------------  ------------------------------------- 
 Management of               Poor change management        (Medium impact, risk exposure 
  strategic change            could lead to ineffective     decreased from 2018) 
  As the Group                of projects that              The Group has established 
  adapts and executes         then cost more                a Strategic Change Management 
  its                         to deliver, take              capability and this includes 
  strategy there              longer to deliver             access to Programme Management 
  are a number                and result in fewer           professionals and the 
  of complex                  benefits                      deployment of associated 
  projects and                being realised                change 
  initiatives that            (or all three).               management processes, 
  not only need               Poor delivery                 for example the operation 
  to                          of change could               of senior 
  be delivered                ultimately impair             change oversight committees. 
  but also require            business performance. 
  and support from 
  all colleagues. 
                            ----------------------------  ------------------------------------- 
 Availability                If the Group's                (Medium impact, risk exposure 
  of critical information     critical systems              decreased from 2018) 
  systems                     failed, this 
                              could affect the              The Group continues to 
  The Group is                Group's ability               make significant investment 
  heavily reliant             to provide                    in its IT 
  on continued                services to our               infrastructure to ensure 
  and uninterrupted           customers                     it continues to support 
  access to its                                             the growth of 
  IT systems.                                               the organisation. 
  As well as environmental 
  and physical                                              The Group has controls 
  threats, the                                              in place in order to reduce 
  Group is a natural                                        the risk of 
  target for                                                actual loss of critical 
  individuals who                                           systems. Further, controls 
  may seek to disrupt                                       are operated to 
  the                                                       ensure the availability 
  Group's commercial                                        of backup media in the 
  activities.                                               event of prolonged 
                                                            loss of systems. 
                                                            Initiating to standardise 
                                                            and simplify while increasing 
                                                            continues to be implemented. 
                                                            Additional focus is being 
                                                            given to proving the recoverability 
                                                            of systems and data. 
                            ----------------------------  ------------------------------------- 
   Attracting and              Loss of key colleagues        (Medium impact, risk exposure 
   retaining appropriate       or significant                increased from 2018) 
   colleagues capacity         colleagues turnover 
   and capability              could result in               Colleagues are offered 
                               a lack of                     a rewarding career structure 
   The Group would             necessary expertise           and attractive 
   be adversely                or continuity to              salary and benefits packages, 
   impacted if                 execute                       which can include participation 
   it were unable              the Group's strategy.         in share schemes. 
   to attract and 
   retain the right            An inability to               Linked to the development 
   calibre of skilled          attract and retain            of our people, the Group 
   colleagues.                 sufficient high-calibre       continues to 
                               colleagues could              review our values, personal 
   Some roles within           become a barrier              performance management 
   the Group operate           to the continued              processes 
   in                          success and                   and aligned development 
   highly technical            growth of NCC Group.          programmes. 
   and extremely 
   areas in which 
   there are shortages 
   skilled people. 
                            ----------------------------  ------------------------------------- 
 Cyber risk (including       Failure to maintain           (Medium impact, risk exposure 
  GDPR)                       control over customer,        unchanged from 2018) 
                              colleague, commercial 
  As a provider               and/or operational            The Board operates a Cyber 
  of security services,       data could lead               Security Committee chaired 
  the                         to a range of impacts,        by the 
  Group is a high             including reputational        Chairman of the Board. 
  profile target              damage. The misuse            The CISO reports to each 
  and could                   of personal data,             meeting, in line 
  therefore be                for example without           with the Group Risk Management 
  subject to attacks          the customer's                Policy. 
  specifically                consent, or retaining 
  designed to disrupt         for                           Security testing is regularly 
  the Group's business        longer than is                carried out on the Group's 
  and harm the                necessary, may                infrastructure and there 
  Group's reputation.         also result in                are extensive response 
                              reputational harm,            plans, which were reviewed 
  There could also            regulatory investigations     during the year, in the 
  be implications             and potential fines.          event of a major security 
  relating                                                  incident. 
  to our GDPR control 
  obligations.                                              Comprehensive plans are 
  Such                                                      in place and being delivered 
  events could                                              associated 
  adversely affect                                          with discharging our GDPR 
  the market's                                              obligations. Progress 
  perception of                                             is monitored by 
  the Group as                                              the Cyber Security Committee. 
  well as causing 
  business disruption.                                      Colleagues also receive 
                                                            regular security training 
                                                            and updates. 
                            ----------------------------  ------------------------------------- 
   Quality of Management       Suboptimal business           (Medium impact, risk exposure 
   Information Systems         decision-making               unchanged from 2018) 
   (MIS) and internal          and 
   business processes          performance as                The Group finance function 
                               key financial performance     has developed a forward-facing 
   We need to ensure           data is not available         Finance Functional Strategy. 
   that trusted                or trusted.                   Enhancements were identified 
   and                                                       covering system and process 
   relevant MIS                                              standardisation. A comprehensive 
   are available                                             milestone plan is in place 
   on a day-to-day                                           and progress is tracked 
   basis to inform                                           and reported to each Audit 
   management decisions                                      Committee. 
   drive performance.                                        Standardised business 
                                                             process control standards 
                                                             were recently 
                                                             issued across all parts 
                                                             of the Group. As the new 
                                                             financial year progresses, 
                                                             control self-assessment 
                                                             techniques will be implemented 
                                                             along with an aligned 
                                                             programme of Internal 
                            ----------------------------  ------------------------------------- 
 Quality and Security        The risk of the               (Low impact, risk exposure 
  Management Systems          Group failing to              decreased from 2018) 
                              retain a 
  We aspire to                core standard,                We operate a comprehensive 
  attain and retain           e.g. 9001, 27001              programme to ensure the 
  key internationally         or PCI,                       retention 
  recognised standards,       with a consequential          of our core standards. 
  which form an               loss of key customer          This includes a portfolio 
  important component         accounts or ability           of aligned policies 
  for many of                 to operate.                   and cascading business 
  our customers.                                            processes. A programme 
                                                            of internal audit provides 
                                                            assurance over the design 
                                                            and application of these 
                                                            policies and procedures. 
                                                            External assessors provide 
                                                            a further layer of review 
                                                            and challenge, confirming 
                                                            during the year the retention 
                                                            of our Quality and Security 
                            ----------------------------  ------------------------------------- 
 Brexit                      Uncertainty around            (Medium impact, risk exposure 
                              the UK's departure            increasing from 2018) 
  Failure to prepare          from 
  for the UK's                the EU continues              Similar to any UK company, 
  departure                   as a result of                we list Brexit as a significant 
  from the EU may             the political                 risk due 
  cause disruption            deadlock. The risks           to the uncertainty surrounding 
  to, and                     associated with               the final form Brexit 
  create uncertainty          Brexit                        will actually 
  around, our business.       are the possibility           take and when it will 
  Any disruption              of a 'no-deal'                happen. 
  or uncertainty              scenario 
  could have an               and also the potential        We continue to plan for 
  adverse effect              for an abrupt departure       Brexit internally and 
  on our business,            from the EU.                  the Brexit Steering 
  financial                                                 Group meets regularly. 
  results and operations. 
                                                            As our operations around 
                                                            the world include business 
                                                            entities based in continental 
                                                            Europe we believe NCC 
                                                            Group is structurally 
                                                            resilient to any disruption 
                                                            caused by Brexit. The 
                                                            main risks to our business 
                                                            from Brexit are: 
                                                            -- Any reduction in demand 
                                                            from an economic slowdown; 
                                                            -- Real or perceived differences 
                                                            in data protection standards, 
                                                            which impact our global 
                                                            ways of working. 
                            ----------------------------  ------------------------------------- 

Other risks

Furthermore, as the Group's international footprint expands, there is an inherent risk of adverse foreign exchange movements affecting profitability. At present this risk is limited due to the relatively low level of inter-territorial trading but it will increase in future. Inability to refinance the Group's core banking facilities could call into doubt the Group's longer term viability. We have recently achieved a new five-year refinancing facility, which is more flexible and suited to our future needs. Equally, if those facilities lacked the appropriate flexibility and structure, this could inhibit delivery of the Group's strategy.

The Group's current banking facilities cover all of the expected needs of the Group for the period of such facilities and are sufficiently flexible to allow the Group to function effectively. The Group has a Tax and Treasury Manager. Part of their role is to support the CFO in developing a Treasury strategy and overseeing its implementation.

Impact of Brexit on the Group

There is continuing uncertainty around the likely impact of Brexit on businesses. This uncertainty is likely to continue until at least 31 October 2019, which is the current deadline for the UK's departure from the EU.

We continue to plan for Brexit and we have a Brexit Steering Group that meets regularly. As our operations around the world include business entities based in continental Europe we believe NCC Group is structurally resilient to any disruption caused by Brexit. The main risks to our business from Brexit are:

-- Any reduction in demand from an economic slowdown; and

-- Real or perceived differences in data protection standards, which impact our global ways of working."

LEI - 213800DJCGZRB6523934

Classification - Annual Report and Financial Statements and Notice of AGM.

 NCC Group plc 
  Adam Palser - CEO                               0161 209 5200 
  Tim Kowalski - CFO                               0161 209 5200 
  Jonathan Williams, Deputy Company Secretary      0161 209 5374 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact or visit



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