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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 | -0.65% | 122.20 | 122.20 | 122.40 | 122.80 | 121.40 | 122.40 | 292,119 | 16:35:29 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Business Consulting Svcs,nec | 335.1M | -4.6M | -0.0147 | -83.27 | 383.71M |
TIDMNCC
RNS Number : 8406J
NCC Group PLC
22 August 2019
NCC Group plc
(the "Company" or the "Group")
Notice of Annual General Meeting 2019
and
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 (www.nccgroup.trust/uk/investor-relations/). 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 www.morningstar.co.uk/uk/NSM.
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 www.nccgroup.trust/uk/investor-relations/.
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) implementation 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. understanding 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 resilience, continues to be implemented. Additional focus is being periodically 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 specialised areas in which there are shortages of 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. and 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 Audits. ---------------------------- ------------------------------------- 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 standards. ---------------------------- ------------------------------------- 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; and -- 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.
Enquiries: 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 rns@lseg.com or visit www.rns.com.
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