Notice of AGM

RNS Number : 1476W

NCC Group PLC

14 August 2015

NCC Group plc

(the "Company")

Notice of Annual General Meeting 2015

The Company confirms that its Notice of Annual General Meeting 2015 ("AGM Notice") and its Annual Report and Accounts for the year ending 31 May 2015 ("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 15 September 2015 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 2015 released on 9 July 2015 (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 section of the Company's website at www.nccgroup.trust.

Directors' Responsibility Statement

The following statement is extracted from pages 94 and 95 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 page 30 to 33 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.

The Operational Board carries out a full in-depth review of the Group's risk register annually, although from 2015 this review will be performed bi-annually. 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 following table sets out the principal operational risks and uncertainties facing the business, their potential impact and the principal mitigating factors.

Risk Areas	Potential Impact	Mitigation
Information Technology	NCC Group is exposed to the risks that the IT systems on which it relies fail and/or that sensitive data held by the Group is lost or stolen.	NCC Group has appropriate controls in place in order to mitigate the risk of systems failure and data loss, including systems back-up procedures and disaster recovery plans and also has appropriate malware protection, network security controls and encryption of mobile devices.
Loss of Key Management	Loss of key management resulting in a lack of necessary expertise or continuity to execute strategy	Existing key management, new hires or management teams that are recruited through acquisitions are tied in through 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 & Retention	An inability to attract and retain sufficient high-calibre employees could become a barrier to the continued success and growth of NCC Group.	This is mitigated with a clear human resources (HR) strategy, which is aligned to the business strategy and focused on attracting, developing and retaining 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.
Damage to Reputation	Failing to maintain discipline and meet customer expectations on project delivery, testing assignments or source code handling could result in damage to reputation, loss of repeat business and potentially lead to litigation and/or claims against NCC Group.	NCC Group operates a system of policies and procedures which are regularly audited as part of the quality system. These, combined with comprehensive management oversight, the risk management process, project reviews and customer feedback, mitigate the risk to successful service and project delivery. All staff are trained regularly and backups taken wherever possible before testing assignments begin.
Acquisitions	A failure to execute, complete and successfully integrate targeted, value-enhancing acquisitions represents a risk to growth.	The board remains committed to making value-enhancing acquisitions. The process adopted by the board in identifying and completing such acquisitions is well established and includes a robust due diligence and integration planning process.
Competitive Environment	New lower priced competitors could enter the marketplace.	Emphasis is put on providing a high quality, efficient service. Discussion groups are held regularly to ensure new opportunities to improve or extend the Group's existing product and service offerings are taken.
Investing in new areas	A new product or service area could require significant investment and take time to deliver a return or deliver disappointing returns.	Major new services are only introduced after extensive review and consideration. All new significant investments require board approval.
Ethical breaches	A substantive ethical breach and/or non-compliance with laws or regulations could potentially lead to damage to NCC Group's reputation, fines, litigation and claims for compensation.	NCC Group has a number of measures in place across the group to mitigate this risk, including: Anti- Bribery and Gifts Policies, a Code of Ethics, a Competition Policy statement, segregation of duties, management oversight, financial and operational controls and regular staff training.
Economic Environment	There could be a significant downturn in the economy.	As the business is global it is not based on the economy of just one area in the world. Whilst a major recession could impact assurance work, the effect on the escrow business should be less as the failure of businesses highlights the need for escrow.
Failure to protect intellectual property	Loss of competitive advantage.	Patents are applied for where appropriate and intellectual property is only disclosed under a licence agreement or confidentiality agreement.

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."