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.
END
MSCPBMFTMBTTBLL
(END) Dow Jones Newswires
August 22, 2019 05:00 ET (09:00 GMT)
Ncc (LSE:NCC)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Ncc (LSE:NCC)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024