ncc group plc annual report and accounts for the year ended 31 may 2009
global
  strength
solid foundations
wwwnccgroupcom
wwwescroweuropech
wwwescroweuropecom
wwwnccgroupde
wwwnccgroupus
wwwngssoftwarecom
wwwsecuretestcom
wwwsiteconfidencecom
wwwnccgroupplccom
registered number 4627044 assure •secure •advise
nccgroup
ncc group plc annual report and accounts 2009  1ncc group annual report and accounts 2009 ncc group annual report and accounts 20092 
worldwide
strength
uk 
head office
manchester technology 
centre oxford road 
manchester m1 7ef 
united kingdom
t 44 0161 209 5200 
f 44 0161 209 5100 
e responsenccgroupcom 
wwwnccgroupcom 
london office 
floor 4 tavistock house
north london  
wc1h 9hr  
united kingdom 
t 44 020 7383 9170 
f 44 020 7383 9179 
e responsenccgroupcom 
wwwnccgroupcom 
site confidence
st martins house  
st martins walk dorking  
surrey rh4 1uw  
united kingdom
t 44 0870 850 8520 
f 44 0870 850 8521 
e infositeconfidencecom 
wwwsiteconfidencecom 
ngs
52 throwley way  
sutton 
sm1 4bf  
united kingdom
t 44 0208 401 0070
f 44 0208 401 0076
e salesngssoftwarecom
wwwngssoftwarecom
secure test
eastern bypass  
thame oxfordshire  
ox9 3ff  
united kingdom 
t 44 01844 210 300 
f 44 08709 908 423 
e securetestnccgroupcom 
wwwsecuretestcom
europe
escrow europe bv
veemkade 396  
nl1019 he  
amsterdam 
the netherlands
t 31 20 620 7151 
f 31 20 420 1733 
e infoescroweuropecom 
wwwescroweuropecom 
ncc group gmbh
heimeranstrasse 37 
d80339 
munchen  
germany 
t 49 089 599 762 0 
f 49 089 599 762 599 
e europenccgroupcom 
wwwnccgroupescrowde
escrow europe 
switzerland ag
ibelweg 18a
ch6300 zug zurich
switzerland
t 41 041 763 2800
f 41 041 763 2801
e infoescroweuropech
wwwescroweuropech
us 
ncc group inc
1731 technology drive  
suite 880 san jose  
ca 95110 california  
usa 
t 1 408 441 4660 
f 1 408 441 4658 
e usanccgroupcom 
wwwnccgroupus   3ncc group annual report and accounts 2009 ncc group annual report and accounts 20094 
strong 
team
421
 3ncc group annual report and accounts 2009 ncc group annual report and accounts 20094   5ncc group annual report and accounts 2009 ncc group annual report and accounts 20096 
leading from   
 the front
highlights 07
group profile 10
chairman’s report 11
chief executive’s review 15
financial review 21
directors 25
senior management 27
directors’ report 31
consolidated income statement 52
group balance sheet 53
company balance sheet 54
group cash flow statement 55
company cash flow statement 56
statements of changes of equity 57
notes 59
company information 100
contact us 102
strong 
lineup
ncc group serves  
the needs of a variety  
of worldwide clients 
with offices throughout 
the uk continental 
europe and the usa
corporate governance 34
directors’ remuneration report 39
statement of directors’ responsibilities 46
corporate social responsibility report 47
independent auditors’ report 49
ncc group has also produced  
a dedicated web site for the 2009 
annual report featuring dynamic 
functionality located at 
wwwnccgroupplccom  7ncc group annual report and accounts 2009 ncc group annual report and accounts 20098 
high
lights 
 ncc group
 annual 
 report 2009
£127m
group adjusted 
operating profits up 
by 19 to £127m  
2008 £107m
13
  13 group escrow 
maintained strong  
organic revenue growth
17
   adjusted fully diluted 
earnings per share 
up 17 to 261p 
2008 224p
17
  group adjusted  
pre tax profits up  
by 17 to £123m 
2008 £105m
140
  cash conversion 
ratio up to 140  
of operating profits  
2008 122
£94m
assurance testing  
order book including 
consultancy £94m  
2008 £71m
  operating profit is adjusted 
for amortisation of acquired 
intangibles of £12m  
pretax profit is adjusted for  
this item and the unwinding of 
the discount on the acquisitions 
deferred consideration of 
£02m the directors believe 
the adjusted measures better 
reflect the ongoing performance 
of the business
32
total dividend up  
32 to 925p
escrow europe switzerland 
acquired the remaining 
76 in may 2009 further 
strengthening the group’s 
position as the world’s 
largest software escrow 
provider
two acquisitions 
completed  
 integrated
next generation security 
software ngs an 
ethical security testing  
business acquired for  
up to £10m in 
november 2008
the worldwide 
escrow businesses 
are the  
cornerstone 
of the group’s 
profitability and 
provide a notably 
high degree of 
recurring revenue
£20m
group escrow  
verification order  
book £20m  
2008 £20m
£41 m
site confidence  
monitoring renewals  
forecast to be £41m  
2008 £38m
£56m
net debt at year  
end £56m – expected  
to be net debt free  
by august 2010
£149m
group escrow renewals  
forecast to be £149m  
2009 £136m
assurance 
testing now 
firmly established 
as uk’s largest 
independent 
information 
security business
31
 group revenue up 
by 31 to £468m  
2008 £357m
overview  9ncc group annual report and accounts 2009 ncc group annual report and accounts 200910 
   
group profile
ncc group is a leading global 
provider of independent it assurance 
security and consultancy services  
as a trusted advisor we help over 
15000 public private and not for 
profit sector organisations including 
94 out of the ftse 100 to make 
the most efficient use of information 
and technology and to manage the 
associated risks
our independence from  
hardware and software providers 
ensures the advice we offer is 
unbiased and impartial we 
focus on developing intelligent 
solutions to real business issues  
and building lasting partnerships  
through our comprehensive  
portfolio of it assurance security  
and consultancy services
ncc group serves the needs of a  
wide variety of clients worldwide with 
offices throughout the uk continental 
europe and the usa we are listed on 
the london stock exchange
the group operates two main 
complementary divisions escrow  
which trades under the ncc group 
escrow brand and assurance  
testing which trades under the secure 
test ngs and site confidence 
brands the consultancy operations 
with effect from the beginning of the 
current financial year now form part of 
assurance testing and operate under 
the ncc group consultancy brand 
 strong 
character
escrow
• 	 ensuring source code or 
other business critical material  
is protected and accessible 
should anything happen to a key 
supplier and to enable stronger 
supplier relationships
• 	 	 	 confirming the material held is 
properly protected by verifying 
it can be rebuilt from its source 
code components 
assurance testing
• 	 	 s i t e 	 c o n fi d e n c e 	 – testing and 
monitoring relevant aspects 
of system network and web 
site performance to ensure the 
technology used can deliver 
optimum performance
• 	 	 n g s 	 – expert led security 
testing covering forensics 
vulnerability research and the 
development of expert software  
to aid organisations in their 
ongoing battle with information 
security breaches
• 	 	 s e c u r e 	 t e s t 	 – penetration and 
security testing of networks 
applications and security 
policies in place to ensure an 
organisation’s information is 
safe from the constantly evolving 
challenges of unauthorised access
• 	 information security 
c o n s u l t a n c y 	 – protecting 
organisations against a variety of 
risks through the development 
and implementation of effective 
strategy and compliance with 
relevant standards and guidelines
• 	 information technology 
c o n s u l t a n c y 	 – providing advice 
at all levels on the effective use 
of information technology and 
business processes
as a trusted 
advisor we 
help over 
15000 public 
private and 
not for 
profit sector 
organisations
overview  11ncc group annual report and accounts 2009 ncc group annual report and accounts 200912 
chairman’s
report
overview
in our fifth successive year as a  
public listed company ncc group 
plc has delivered its strongest ever 
performance but this time against a 
backdrop of economic and worldwide 
financial downturn and uncertainty 
without doubt the global economy in 
which the group operates is the worst 
ever encountered however the group 
developed and continued to grow in 
the face of this adversity as well as 
delivering strong financial growth two 
acquisitions were made in the financial 
year to complement our escrow and 
assurance divisions
overall group revenues for the  
year grew by 31 to £468m 2008 
£357m excluding the acquisitions 
the group showed very strong organic 
growth of 19 adjusted operating 
profits increased by 19 to £127m 
2008 £107m adjusted pretax profits 
were up 17 to £123m 2008 £105m 
and fully diluted adjusted earnings  
per share increased 17 to 261p 
2008 224p 
group margins remained strong  
our adjusted operating profit margin  
was 27 2008 30 changing  
as expected as a result of acquiring  
non escrow businesses whose margins  
are closer to 15
the group continues to be highly cash 
generative and has only £56m net 
debt at the year end after meeting the 
initial payments on two acquisitions and 
completing the cash payments of two 
earn outs operating cash conversion 
represented 140 of operating profits 
2008 122
ncc group has further enhanced 
its reputation as a consistent strong 
deliverer of reliable growth and 
has maintained its commitment to 
shareholders by further improving the 
dividend for the year to 925p up 32
operations
our worldwide escrow businesses 
are the cornerstone of the group’s 
profitability and provide a notably high 
degree of recurring revenue due to the 
high contracts renewals base organic  
revenue growth in the year was 13  
with strong performances from the 
overseas operations
for escrow uk growth in the first half 
of the year was slower than the board 
would have liked as our clients were 
affected by the severity and speed of the 
economic downturn which curtailed their 
investment in it software and services 
the group also experienced a fall off in 
demand for our verification services in 
the first six months overall growth was 
1 in the second six months due to 
swift action taken to refocus the sales 
message new contract and verifications 
growth was once again 10
at an operating profit level the escrow 
businesses overall grew by 15 
to £117m 2008 £102m with all 
geographies seeing double digit growth
in assurance testing revenues grew 
by 49 and profitability by 67 as the 
benefits of our acquisitions over the 
last few years continued to be realised 
secure test saw another year of solid 
growth growing organically by 31  
and site confidence saw a 9 growth  
in sales
the acquisition of ngs broadened our 
appeal in the ethical security market by 
further increasing our technical expertise 
and adding forensics skills and research 
to our already strong set of propositions
assurance testing continues to  
benefit from the integration of the  
various units acquired to date and is 
focusing on improving its operating 
margins which grew to 15 from  
13 in the previous year
consultancy continues to focus on  
being a key provider in the information 
security standards arena and the 
business saw a 36 growth in 
revenues operating profits grew by  
4 as the general it consultancy 
market which we have been moving 
away from during the last two years  
has continued to be very competitive 
 
people
ncc group remains committed  
to being a first class employer and 
we recognise our dedicated and 
hardworking team is the major reason  
for the group’s continued success 
we have always worked hard to  
recruit only the best and we continue  
to ensure all employee bonus plans 
motivate towards the group’s long  
term success on behalf of the  
board i would like to congratulate  
and thank all employees of ncc group 
who have made this year such a  
success during this very demanding  
and uncertain time
board changes
as the group has grown and developed 
so the board has evolved we were 
delighted to welcome debbie hewitt  
on 18 september 2008 as a non 
executive director she brings with  
her a first class business acumen and 
strong background of people skills
i would also like to welcome david 
mckeith who will join us on 29 july 
2009 david brings strong professional 
financial skills to further complement  
the board and will replace eurfyl  
ap gwilym who retires at the agm  
after five years with the group  
i would like to put on record mine 
and the group’s sincere thanks for  
his time with us joining as he did at  
the time of flotation and helping us 
become an established and well 
respected plc debbie hewitt will  
chair the remuneration committee 
following eurfyl’s departure
paul mitchell
non executive chairman
ncc group plc
1 july 2009
without doubt the 
global economy in 
which we operate 
is the worst ever 
encountered 
however the 
group developed 
and continued to 
grow in the face 
of this adversity
overall group 
revenues for the 
year grew by  
31
group 
margins 
remained 
strong 
our adjusted 
operating 
profit margin 
was 27 
in assurance 
testing 
revenues grew 
by 49 and 
profitability  
by 67 
overview  13ncc group annual report and accounts 2009 ncc group annual report and accounts 200914 
ncc group has a very strong market 
leading position in all of the niches in 
which it operates and the services and 
advice it provides is as far away from 
discretionary expenditure as it can be 
the group also continues to evolve its 
range of offerings to ensure it maintains 
its market leading positions
the start to the year sees group escrow 
renewals at £149m up from £136m 
achieved in the financial year to 31 may 
2009 and a verification order book of 
£20m of which £06m relates to escrow 
europe and escrow us 
the assurance testing businesses’ order 
books have improved to £94m 2008 
£71m included in this is £29m 2008 
£25m from the consultancy division 
the division also has £41m of monitoring 
renewals forecast for the coming financial 
year 2008 £38m 
the outlook for ncc group is good 
and the board remains very confident 
in the group’s ability to deliver further 
sustainable growth 
paul mitchell
non executive chairman
ncc group plc
1 july 2009
chairman’s
report
continued
the start to the 
year sees our 
group escrow 
renewals at 
£149m
the operational board which runs the 
day to day affairs of the group has 
been revised to reflect the enlarged 
group it now predominately operates 
as two business strands escrow and 
assurance testing roger rawlinson has 
been promoted to managing director of 
assurance testing and we are currently 
in the process of recruiting a managing 
director to lead our global group of 
escrow businesses 
corporate governance
ncc group has always maintained 
that for a business such as ours which 
acts as an independent trusted advisor 
to its clients the highest standards of 
corporate governance and application of 
the most prudent accounting standards 
are essential 
ncc group will continue to take every 
practical step to adhere to the revised 
combined code with which we comply 
fully and will continue using ftse 250 
companies as our benchmark
dividends
the board is recommending a final 
dividend of 625p per share which  
makes a total for the year of 925p 
2008 700p if approved at the  
annual general meeting the dividend  
will be paid on 25 september 2009 
to shareholders on the register at  
28 august 2009 the exdividend date 
will be 26 august 2009
i would 
like to 
congratulate 
and thank all 
employees of 
ncc group 
who have 
made this 
year such 
a success
we have always 
worked hard 
to recruit only  
the best
outlook
ncc group continues to make 
a virtue of acting independently 
and operating as trusted 
equitable advisors to date it 
has successfully acquired and 
integrated seven businesses that 
have complemented its service 
and delivery offerings the group 
has an outstanding track record 
of organic growth and a sound 
business model that it will continue 
to evolve and develop to grow the 
business further
the economic landscape has 
fundamentally shifted over the last 
year and for many businesses  
this is causing considerable 
hardship and has led to a period  
of uncertainty 
for ncc group that is not the 
case the decisive action taken 
over the last three years has 
ensured the group has and will 
continue to weather this economic 
storm and the board is confident 
the business will go from strength 
to strength 
overview  15ncc group annual report and accounts 2009 ncc group annual report and accounts 200916 
chief executive’s
review
corporate overview
the group delivered 31 growth in 
revenues and growth of 17 in adjusted 
pre tax profits emphasising the strength 
of the group’s proposition despite the 
global economic uncertainty faced by all 
businesses over the last year 
overall the group delivered £468m 
revenue up from £357m in 2008 and 
adjusted operating profits of £127m  
up 19 from £107m in 2008 
the last five years of solid growth 
revenue cagr of 25 and 22 for 
adjusted operating profit demonstrate 
the success of our strategy of focused 
sustainable organic growth allied to 
carefully targeted acquisitions
market and positioning
it is without doubt a difficult and 
uncertain global and domestic  
economic environment in which to 
operate with the financial world 
continuing to change shape rapidly  
and the future still only being measured  
in months rather than years
 
the board believes that the basic 
underpinning of demand for its products 
and services has remained unchanged 
however it is very aware that business 
investment in new infrastructure and 
software continues to be considerably 
less than it has seen over the last few 
years as corporations defer decisions  
and as a consequence implementations 
and upgrades
the it software and services market 
is also under attack from cost cutters 
decision making ability is being removed 
and authority levels are being reduced 
discretionary expenditure has been 
culled however selling is still very much 
possible providing it is in the right area 
with the right products 
although ncc group was not  
immune from the downturn its 
positioning helped to avoid the worst 
effects of the downturn in the domestic 
economy as its products and services  
fall into the nondiscretionary  
expenditure category
ncc group remains the largest 
provider of escrow services in the world 
furthermore it is the only provider 
that mandates quality ahead of price 
and does not intend to change that 
philosophy there are no signs that the 
very small virtual providers who offer 
a low cost low value proposition are 
gaining traction in the market the board 
believes their future is in jeopardy as 
the market shows no sign of wanting to 
make false economy by trusting part of 
their disaster recovery and risk mitigation 
plans to unknown organisations
the dynamics of the escrow market have 
not materially changed since the group 
floated in 2004 and the same market 
assumptions as detailed by gartner at 
the time remain as was confirmed then 
many companies were significantly less 
protected than they should be and apart 
from those the group has worked closely 
with the board still believes that to be  
the case 
both the public and private sector still 
typically believe that they have several 
times more cover than they actually do 
have they are still unaware that they 
should have considerably more the 
uk escrow market without verification 
testing is still very niche and the 
group estimates that the market size 
is approximately £100m which still 
provides ncc group with considerable 
headroom for growth
within assurance testing the market 
for secure test and ngs the ethical 
security testing and forensics service 
providers continues to see strong 
growth media headlines continue to 
highlight embarrassing and avoidable 
examples of poor security that have 
resulted in real data and financial loss
within assurance testing the group 
has the largest team of cesg check 
accredited ethical security testers in 
the uk with currently over 100 testers 
ncc group is committed to investing in 
the number of employees who have the 
check or equivalent crest qualification 
to ensure that as the group and the 
industry grows the highest ethical and 
technical standards are maintained
the information security side of the 
consultancy division now fits well into 
assurance testing ncc group is fast 
becoming the name of choice for major 
companies wanting to ensure that they 
are best placed to protect themselves 
and their business assets from attack 
the group provides information security 
advice from every perspective especially 
for those organisations that are covered 
by the pci data security standards 
ncc group’s position in the information 
security market is further enhanced by 
being accredited pci auditors and by 
having more clas consultants in the  
uk than anybody else
the group is managed through two 
distinct business units group escrow 
and assurance testing each is run 
independently by an autonomous 
management team responsible for setting 
and after board approval delivering its 
own plans with each area being tasked 
with generating organic growth 
this change from three to two divisions 
reflects the very substantial shift in 
consulting activity as it becomes even 
closer to assurance testing and as 
the group withdraws further from the 
low margin commoditised areas of 
consulting all future reporting will follow 
this structure with noninformation 
security consulting being disclosed 
separately in the assurance division
business performance
the group grew revenue by 31 to 
£468m and adjusted operating profits  
by 19 to £127m more importantly 
we saw our recurring income levels 
consolidate in escrow uk nearly  
89 of all contracts renewed whilst  
in assurance testing 79 of prior  
year testing revenue was retained  
with those customers spending on 
average 24 more with us at nearly 
£22000 per renewal in addition 90  
of our performance monitoring and  
load testing revenues were renewed 
and are recurring
as a group we continue to generate 
strong margins with our adjusted 
operating profit margin remaining  
strong at 27 2008 30 in line  
with expectations the change in  
margin is as always the effect of 
acquiring nonescrow businesses  
whose margins are closer to 15
as has always been the case the group 
had no reliance on one customer or 
sector for its revenue the analysis is as 
follows and shows a consistent trend
rob cotton
chief executive
ncc group plc
1 july 2009
ncc group 
remains 
the largest 
provider 
of escrow 
services in 
the world 
ncc group is  
fast becoming 
the name 
of choice 
for major 
companies
for ncc group the product  
sets are still compelling to its 
customers as it continues to  
provide services that are critical  
to business for example
• 	 	 o r g a n i s a t i o n s 	 w h o 	 n e e d	
protection for their business critical 
applications as corporate failures 
and product withdrawals increase 
• 	 	 s y s t e m s  	 n e t w o r k s 	 a n d 	 d a t a	
security have not kept pace with 
the growth of data and of identity 
theft and hacking globally which 
continue to reach new levels on an 
almost daily basis as the group 
has stated before this is ‘an arms 
race’ which is not getting any 
slower nor is there any end in 
sight and
	 • 	 	 w e b 	 s i t e 	 p e r f o r m a n c e 	 i s 	 c r i t i c a l	 
to all types of businesses as the 
web is now often their primary 
shop window 
overview  17ncc group annual report and accounts 2009 ncc group annual report and accounts 200918 
continued
top three sectors by division
               
escrow               assurance consultancy
banks  insurance 23 20 –
software computer services 13 22 –
telecoms 18 – –
retail – 17 –
housing – – 29
local govt – – 19
central govt – – 9
group 
revenue split 
by sector
group escrow
during the year the group has expanded 
its footprint in continental europe 
by adding operations in zurich to 
complement its presence in amsterdam 
and munich
the acquisition of escrow europe 
switzerland in which we already held a 
24 stake demonstrated our intention 
to widen and strengthen by acquisition 
and organically our geographical spread 
carefully both in continental europe and 
the us
across the escrow businesses in 
the various countries the group has 
experienced positive changes in most 
of its key performance measures of 
profitability renewals terminations 
and verification testing group escrow 
profitability grew 15 to £117m 2008 
£102m on revenue of £210m 2008 
£180m with the uk contributing 79 
2008 87 group recurring revenues 
through our renewals process grew 
by 22 to £136m 2008 £112m 
verifications grew throughout the group 
by 13 in the year despite a poor 
performance during the first half
escrow uk
this was very much a year of two 
halves with the first six months of the 
year suffering from the full impact of the 
global banking crisis as outlined above 
key changes were made to better take 
advantage of the market place and the 
second half of the year saw a 10 
growth in revenue contained within 
that excellent result was that verification 
revenues grew by 85 which for the 
year as a whole saw verification revenue 
only 5 down at £29m 2008 £30m
escrow uk recurring revenues grew 
10 to £109m 2008 £99m 
but terminations varied significantly 
particularly in the first eight months of 
the year an improvement in the group’s 
processes allied to the passing of the 
initial knee jerk reaction to the economic 
downturn has seen uk termination rates 
for the last year of 115
below are the termination rates for the 
last three years importantly the group 
is now seeing a reduction in termination 
requests which leads the board to 
believe rates are returning to normal
termination rate  
2006 2007 2008 2009
103 102 92 115
the external planning guidance 
historically given was between 11 and 
13 for terminations for the previous 
three years and until september 2009 
that had been unchanged currently the 
board believes the peak of 12 seen in 
january is unlikely to be a longterm trend 
and so the benchmark remains between 
these two levels 
escrow europe and escrow us
escrow europe had a successful year 
despite the management team being 
replaced the business has benefited 
from the strong euro but succeeded 
in growing profitability by 113 on a 
consistent currency basis the swiss 
acquisition further consolidates ncc 
group’s position and the business 
is already seeing benefits from that 
acquisition the two german offices are 
fully amalgamated and the business is 
growing at 102 per annum
escrow us also benefited from the 
exchange rate but underlying growth 
was still good with revenues up by 70 
and profits up by 36 on a consistent 
currency basis the us office now has 
16 employees and is growing as the 
ncc group brand starts to have an 
impact in the us escrow market
assurance testing
assurance testing in this financial year 
consists of three component parts 
secure test ngs and site confidence 
assurance testing revenue grew 49 
to £191m with an increase in profitability 
of 67 to £28m 2008 £17m the 
organic element of which was 38 
a key feature of the division is the 
frequency that customers renew the 
testing work performed by the group 
the division currently has a high 
recurrence rate for ethical security 
testing of 79 of prior year’s revenues 
which represents 51 of all customers 
which is a slight change from last year 
when the renewal rate was 82 and 
56 respectively this entirely expected 
change is due to the increased demand 
for testing generally as reflected by 
the revenue growth seen in the year 
more importantly renewing customers’ 
expenditure has gone up from £17463 
to £21732 in 2009 and to £15525 from 
£14120 for new customers 
site confidence performance monitoring 
and load testing had a recurring revenue 
rate of 90
 
secure test and ngs both had  
very strong years and the business 
witnessed the team of 97 testers 
operating at capacity for most of the year 
chief executive’s
review
the us office 
now has 16 
employees and 
is growing as 
the ncc group 
brand starts  
to have an  
impact in the us 
escrow market
fixed  mobile 
telecommunications
9
local govt 8
central govt 6
travel  leisure 5
housing 5
healthcare 
equipment
 services
4
support services 4
3 education
18 banks    
insurance
15 software  
 computer  
services
13 other
10 general retailers
overview  19ncc group annual report and accounts 2009 ncc group annual report and accounts 200920 
in addition the group gained valuable 
new clients from its acquisition of ngs 
all of which continue to use the best 
security testers in the market regardless 
of the economic uncertainty
the site confidence operation 
encompassing the web site monitoring 
and load testing business had a good  
year in which revenues grew by 9  
this is before the group started on its 
product upgrades which will further 
improve the competitiveness of the 
products and services 
the market place for the site confidence 
products has been more affected by 
the recession than the other areas 
of assurance testing as customers 
have been more willing to switch off 
the group’s services and risk falling 
behind their competitors’ web site 
performances however the recurring 
income renewal rates remain consistent 
at 90
the acquisition of ngs broadened  
the group’s appeal in the ethical  
security market by further increasing the 
technical expertise and adding forensics 
skills and research to the already strong 
set of propositions
group strategy
the group strategy remains to develop 
further the two core strands of escrow 
and assurance organically by developing 
new ideas and looking for new 
opportunities in the it and information 
security markets geographically and by 
acquisition when appropriate 
the group has always viewed profits 
margins and cash generation as the 
most important features of its business 
model and we do not intend to change 
that approach escrow’s margin has 
continued to increase and it is normal 
for us to use a combination of effective 
selling and price increases to improve it 
further the board does not expect this to 
change although price increases will be 
lower than seen in the past
in assurance testing the group has 
been growing rapidly and has historically 
built revenue and market share at the 
expense of margin over the last 12 
months the board set about realising 
scale and established market position 
and changing the focus onto margin 
improvement the margin has improved 
and is expected to continue going 
forward further with the acquisition of 
ngs the premium service offering the 
board expects to gain higher day rates
the strength of the group’s proposition  
is that it is independent the group 
delivers the right solution for the client 
without being biased towards a  
particular vendor or solution the  
group would not consider entering the 
already over populated reseller market 
other than to sell its own tools as is the 
case with the site confidence monitoring 
and load tools and the ngs database 
security tools
chief executive’s
review
continued
consultancy 
revenues grew  
by 36 to
£67m
consultancy
consultancy revenues grew  
by 36 to £67m 2008 £49m 
as the group continued to grow  
its presence in the information 
security marketplace with 
the increased presence of 
information security and the 
synergies that are being achieved 
from being part of the assurance 
division the board expects to be 
able to continue growing both 
profits and revenues despite 
dropping certain types of work
acquisitions 
the group has consistently 
complemented its organic growth by 
carefully adding accretive acquisitions 
the group successfully completed 
two acquisitions in the financial year 
ngs and the remaining shareholding in 
escrow europe switzerland in addition it 
concluded the earn out and integration of 
escrow europe
acquisitions are still very important to the 
group seven have been completed and 
have all been successful and at fair prices 
reflecting their strategic importance ngs 
is now firmly part of the group and is 
adding a tremendous amount of value 
agreeing a price is always the hardest 
part of any negotiation and there is a 
misconception that there are bargains to 
be had for people businesses clearly 
the disappearance of the overinflated 
private equityled pricing models will 
make acquisition pricing ease but 
bargains are unlikely to be found
 
the strategy is to look at the highest 
quality businesses and pay a full and fair 
price for them as importantly the group 
typically buys small or midsize people 
businesses the group will continue 
to invest in appropriate complementary 
businesses by way of company or asset 
based acquisitions ncc group remains 
involved in a number of dialogues with 
suitable target companies but will always 
remain cautious as the integration 
and extraction of enhanced value is of 
paramount importance to the group 
employees recruitment  
and retention
recruitment and retention remains the 
biggest challenge to growth for a people 
business such as ncc group and the 
management has made good progress 
the board is committed to employing 
the best people in the market wherever 
possible the group had a headcount of 
421 employees worldwide at the end of 
the last financial year
the group has seen a good intake 
of new testers and well qualified 
information security consultants in 
assurance testing as it capitalised  
on its market leading position in  
escrow worldwide all sales teams  
have grown even in the uk where  
at the year end the escrow sales team 
reached a record 95 
as important as recruitment is retention 
the management believes that its all 
round packages place it in the top 
quartile of remuneration in the locations 
from which the group operates 
therefore as in all previous years the 
group has reviewed all salaries and 
bonuses in the normal way ncc group 
has resisted the temptation to implement 
a cap or freeze on pay so as to ensure 
that its people remain motivated and 
valued so that the group is able to retain 
them when there is an economic upturn
the way forward
we continue to make a virtue of 
acting independently and operating 
as trusted equitable advisors to date 
we have successfully acquired and 
integrated seven businesses that have 
complemented our service and delivery 
offerings combining that with our 
outstanding track record of organic 
growth we have a sound business  
model that we will continue to evolve  
and develop to grow the group further
rob cotton
chief executive
ncc group plc
1 july 2009
overview ncc group annual report and accounts 200922 
financial
review
group revenue
group revenue for the year ended 31 
may 2009 increased by 31 to £468m 
2008 £357m with the previous year’s 
acquisitions of secure test and escrow 
europe successfully integrated into the 
group the group has continued to be 
acquisitive in the year purchasing the uk 
based ngs and the remaining 76 of 
escrow europe switzerland in november 
2008 and may 2009 respectively excluding 
these acquisitions group revenue grew by 
19 to £434m
the group half year split saw 44  
of revenue delivered in the first half  
2008 46 and 56 in the second  
half 2008 54 
the geographic split of revenue has 
continued to evolve with the acquisition 
of ngs which has a global presence 
however the majority of group revenue 
is derived from the uk uk revenue was 
£366m 2008 £292m representing 78 
2008 82 of the total of the group with 
the rest of the world increasing by 48 to 
£56m 2008 £38m within which europe 
contributed £46m 2008 £27m
profitability
adjusted group operating profit excluding 
the amortisation of acquired intangibles 
as set out in the table opposite grew by 
19 to £127m 2008 £107m adjusted 
operating margins were as expected 
slightly lower at 27 2008 30 
reflecting the change in the group’s margin 
mix as a result of the acquisitions  
nonescrow businesses’ margins are 
typically closer to 15 the adjusted 
operating profit includes £10m 2008 
£07m of share based charges and related 
costs excluding the share based charges 
adjusted operating profits grew by 21
the half year split of adjusted operating 
profits was h1 43 h2 57 2008 h1 
44 h2 56 
currency fluctuations resulted in a £28000 
positive impact on the group’s profits in 
the financial year ended 31 may 2009
adjusted pretax profit increased 17 
to £123m 2008 £105m the group’s 
reported pretax profit was up 25 to 
£109m 2008 £87m after the inclusion 
of the unwinding of the discount on the 
acquisitions deferred consideration and 
amortisation of intangible assets
escrow
the worldwide escrow businesses  
are the cornerstone of the group’s 
profitability and provide a notably high 
degree of recurring revenue due to the 
high contracts renewals base group 
escrow remains the largest division 
accounting for 45 of total revenue 
2008 50 it increased revenue  
by 17 to £210m 2008 £180m 
47 of revenue was delivered in the  
first half 2008 47 and 53 in  
the second half 2008 53 organic 
revenue growth in the year was 13 
with strong performances from the 
overseas operations
escrow uk increased revenue by 6  
to £166m 2008 £157m uk growth  
in the first half of the year was slower 
than the board would have liked as 
clients were affected by the severity  
and speed of the economic downturn 
which curtailed their investment in it 
software and services the business  
also experienced a fall off in demand  
for verification services in the first six 
months overall growth was 1 in the 
second six months due to swift action 
taken to refocus the sales message new 
contract and verifications growth was 
once again 10 
escrow us increased its revenue  
by 70 to £20m 2008 £12m  
and escrow europe increased  
revenues by 121 to £24m 2008 
£11m of which £05m was derived 
from escrow germany
escrow uk contract terminations as 
anticipated at the interim results  
increased in the year to 115 2008 
92  more details on page 18 
however recurring revenues obtained 
through renewals increased by 22  
to £136m 2008 £112m
group escrow operating profit increased 
15 to £117m 2008 £102m with 
escrow uk contributing 88 escrow  
us and escrow europe continued to 
increase profitability and contributed  
5 and 7 of total escrow operating 
profits respectively with all geographies  
seeing double digit growth 
group escrow operating margins 
remained strong as a consequence 
of focused control over contract 
terminations and new business wins 
at 55 2008 56 with escrow  
uk increasing its margins to 62  
2008 60
        operating profit
2009 2008
£000 £000
reported operating profit 11486 9217
amortisation of acquired intangibles 1237 740
exceptional items – 711
adjusted operating profit 12723 10668
         profit before tax
2009 2008
£000 £000
reported profit before tax 10867 8693
amortisation of acquired intangibles 1237 740
exceptional items – 711
unwind of the discount on deferred consideration 177 333
adjusted before tax 12281 10477
 
paul edwards
finance director
ncc group plc
1 july 2009
group escrow 
solutions 
remains the 
largest division 
accounting  
for 45 of  
total revenue
 21ncc group annual report and accounts 2009
overview  23ncc group annual report and accounts 2009 ncc group annual report and accounts 200924 
assurance testing
assurance testing now accounts for 
41 2008 36 of group revenues 
due to the full year contribution from 
secure test and the acquisition of ngs 
during the year revenue increased 
by 49 to £191m 2008 £128m 
and excluding the acquisition of ngs 
assurance testing revenues increased 
22 to £157m
operating profit increased 67 to 
£28m 2008 £17m and it is expected 
that both revenues and operating profits 
will increase further in the current 
financial year as the demand for ethical 
security testing and performance and 
load testing continues to grow
assurance testing continues to benefit 
from the integration of the various  
units acquired to date and is focusing  
on improving its operating margins  
which grew to 15 from 13 in the 
previous year
consultancy
consultancy accounted for 14 of 
group revenue 2008 14 revenues 
grew by 36 to £67m 2008 £49m 
and operating profit for the year 
increased by 4 to £08m 2008 
£07m as the general it consultancy 
market which we have been moving 
away from during the last two years has 
continued to be very competitive 
taxation
the group’s effective tax rate is 292 
2008 269 the increase in the 
effective tax rate is largely due to the 
impact in the prior year of the tax 
allowance in relation to the exercise of 
share options granted in 2004 this 
exceeded the reduction in the tax rate  
from 30 in 2008 to 28 in 2009
the effective tax rate is above the 
standard uk rate of 28 largely due  
to the impact of foreign tax and items  
not deductible for tax purposes 
earnings per share
the adjusted fully diluted earnings per 
share increased 17 to 261p 2008 
224p the basic earnings per share 
increased 21 to 229p 2008 189p 
whilst fully diluted earnings per share 
increased 20 to 221p 2008 183p 
the table on page 24 analyses the 
effect on the group’s fully diluted 
earnings per share of the amortisation 
of acquired intangibles unwind of the 
discount on the deferred consideration 
for acquisitions and the effect of the 
exceptional costs  
 
dividends
in line with the continuing progressive 
dividend policy the board is 
recommending a final dividend of 625p 
per ordinary share making the total 
925p for the year this represents cover 
of 25 times 2008 27 times based on 
basic earnings per share 
shareholders’ funds at the end of the  
year were £448m 2008 £395m
financial
review
2009
pence               
2008
pence
diluted eps as per the income statement 221 183
amortisation of acquired intangibles 35 16
exceptional items – 15
unwind of the discount on the deferred 
consideration of the acquisitions
05 10
adjusted diluted eps 261 224
continued
cash
the group continues to be highly  
cash generative with operating cash  
flow before interest and tax of £161m 
2008 £112m which is 140 of 
operating profit before interest and  
tax 2008 122
after accounting for net cash  
outflows of £114m for acquisitions 
and deferred acquisitions payments 
made during this year the group  
ended the year with net debt of  
£56m 2008 £34m 
capital expenditure remained  
tightly controlled at £14m 2008 
£15m in the current financial  
year as the group upgrades its  
core it systems to sap there will  
be a onetime capital expenditure  
increase of approximately £18m
in the year the group underwent a 
refinancing deal to secure a £15m 
multioption facility term loan which 
at the year end was 59 utilised at 
£89m this facility along with the highly 
cash generative nature of the group’s 
businesses provides flexibility for 
future acquisitions and expected capital 
projects it expires in july 2010 when the 
group expects to be almost debt free
balance sheet
following the acquisitions of ngs and 
escrow europe switzerland goodwill 
increased by 18 to £522m 2008 
£441m and the cost of intangible 
assets relating to customer contracts 
and associated relationships increased 
by 157 to £101m 2008 £87m the 
value of goodwill has been assessed and 
no impairment has been evidenced the 
contracts and customer relationships 
have been assigned a useful economic 
life of between three and twenty years 
and are to be amortised over that period
paul edwards
finance director
ncc group plc
1 july 2009
capital 
expenditure 
remained 
tightly 
controlled 
at £14m
overview rob cotton 
chief executive
rob cotton has been chief executive 
since 2003 having joined the group as 
finance director and managing director  
of escrow in 2000
he steered the group through its move 
to the london stock exchange’s main 
market in july 2007 following admission 
to aim in july 2004 and through a 
management buyout in april 2003 as 
well as delivering consistent organic 
growth in revenue and profits he has 
instigated and overseen a series of 
strategic expansion plans including 
the acquisition of complementary 
businesses worldwide
a qualified chartered accountant he 
previously held a number of director and 
senior management positions in industry
paul edwards 
finance director
paul edwards was appointed finance 
director in april 2003 having joined 
ncc group in 2000 as group 
financial controller he played a 
key role in the company’s flotation 
on aim in july 2004 and its move to 
the london stock exchange’s main 
market in july 2007
he is a qualified chartered 
management accountant and  
holds an mba from manchester 
business school
paul mitchell 
non executive chairman
paul mitchell was appointed non 
executive chairman of ncc group 
in 1999 he is managing director of 
rickitt mitchell  partners limited 
a corporate financial advisory firm 
based in manchester he is also a 
non executive director of styles  
wood group plc
he is a qualified chartered 
accountant
 stronger
together
james wallace 
senior non 
executive director
james wallace joined ncc 
group in june 2004 as a 
non executive director 
he is a qualified chartered 
accountant he is chairman 
of scapa group plc and a 
non executive director of 
manchester airport group  
plc and cryptologic limited
debbie hewitt 
non executive director
debbie hewitt joined ncc 
group in september 2008 as 
a non executive director she 
is an mba and is a fellow 
of the chartered institute of 
personnel development she 
is a non executive of mouchel 
plc domestic and general 
group plc luminar group 
holdings plc hr owen and 
moss brothers plc she is 
also a non executive director 
of the office of government 
commerce which oversees 
the government’s purchasing 
budget and reports to  
the treasury 
david mckeith
non executive director
david mckeith will join  
ncc group as a  
non executive director 
as from 29 july 2009 he 
is a qualified chartered 
accountant and retired from 
pricewaterhousecoopers  
llp after 19 years as  
a partner at the end of  
2008 he is the chairman  
of the hallé orchestra  
and is chairman of  
greater manchester  
chamber of commerce
 25ncc group annual report and accounts 2009 ncc group annual report and accounts 200926 
directors
eurfyl ap gwilym 
non executive director
eurfyl ap gwilym joined 
ncc group in june 2004 
as a non executive director 
he has worked at board 
level for many years in an 
executive capacity and is a 
non executive director of the 
principality building society 
and pure wafer plc
business review senior management
the senior management team 
detailed on pages 2730 is 
responsible for the operation of the 
group’s two divisions the group 
is currently recruiting a group 
managing director for the escrow 
businesses 
the members of the senior 
management team include
john redeyoff 
group development director 
assurance division
john redeyoff is responsible for 
the strategic development of new 
services and markets in particular our 
365 assured security and monitoring 
services having joined ncc group  
in 2003 as a director of consultancy 
roger rawlinson 
managing director 
assurance division
roger rawlinson is responsible for the 
operational management of the group’s 
assurance division he has worked 
for ncc group for over ten years in 
a variety of testing and consultancy 
roles and was appointed a director of 
consultancy in 2004
andy hague  
operational director 
secure test
reporting to roger rawlinson  
andy hague joined ncc group in  
2006 and is responsible for the 
operational delivery and technical 
development for secure test he  
was previously managing director  
at technology company xal group
felicity brandwood 
group company secretary  
and operational director
escrow uk  usa
felicity brandwood a qualified solicitor 
was appointed a director of escrow 
in 2006 alongside her role as group 
company secretary having joined the 
group in 1984 felicity is responsible 
for operational controls and processes 
for group escrow and for escrow us 
jon leigh  
operational director
escrow uk  europe
jon leigh has been director 
of escrow uk since 2003 he 
is responsible for the product 
development and sales strategies 
for escrow uk and europe with 
a background in testing he has 
worked for ncc group for over  
20 years and previously held a 
variety of senior management roles
 27ncc group annual report and accounts 2009 ncc group annual report and accounts 200928 
 stronger
together
senior management
business review niels hagels 
operational director 
escrow europe 
niels hagels joined ncc group 
in 2005 and is responsible for 
the day to day management of 
the escrow europe group of 
businesses prior to joining  
the group he was commercial 
director of escrow europe 
having previously managed 
a number of it and internet 
companies
craig motta 
operational director 
north america  escrow us
craig motta joined ncc group as  
general manager of escrow us  
in 2006 following the acquisition 
of the escrow business of recall 
total information management he 
is responsible for the day to day 
activities of the us businesses he 
previously held a number of senior 
manager and director positions
rob horton  
operational director  
ngs
reporting to roger rawlinson  
rob horton joined ncc group on the 
acquisition of ngs and is responsible 
for the operational delivery and technical 
development for ngs
bob dowson 
operational director
site confidence 
bob dowson is responsible for 
the operational management and 
development of site confidence 
the group’s web site performance 
and load testing business he 
joined the company in 2002 from  
forrester research 
nathan jackson
director of consultancy
reporting to roger rawlinson nathan 
jackson is director of the consultancy 
assurance practice and is responsible for 
the strategic development direction and 
delivery of the group’s comprehensive 
range of risk compliance and 
assurance services and manages a  
team of experienced security consultants 
 29ncc group annual report and accounts 2009 ncc group annual report and accounts 200930 
 stronger
together
senior management
business review  31ncc group annual report and accounts 2009 ncc group annual report and accounts 200932 
principal risks and uncertainties
the principal financial risks and 
uncertainties the group faces are 
described in note 19 to the annual  
report and accounts 
the group faces operational risks and 
uncertainties which the directors take all 
reasonable steps possible to mitigate 
however the directors recognise that 
they can never be eliminated completely 
the principal operational risks and 
uncertainties the group faces include 
those in relation to the recruitment of 
additional staff to meet the group’s 
ambitious growth plans the entry of a 
significant competitor to threaten the 
group’s leading position in its domestic 
escrow market the occurrence of 
unforeseen difficulties in the integration  
of future acquisitions the group may 
enter into and the dependence on  
key executives and senior managers 
there are no persons with whom the 
company has contractual or other 
arrangements that are deemed to be 
essential to the group
risk and uncertainties outside the  
group’s control include those relating 
to the implementation of changes in 
government policy for the procurement 
of it services and alterations to the 
legislative and taxation framework in  
which the group operates
disclosure of information  
to auditors
the directors who held office at the 
date of approval of this directors’ 
report confirm that so far as they are 
each aware there is no relevant audit 
information of which the company’s 
auditors are unaware each director  
has taken all the steps that they ought 
to have taken as a director to make 
themselves aware of any relevant audit 
information and to establish that the 
company’s auditors are aware of  
that information
auditors
kpmg audit plc has expressed 
its willingness to continue in office 
therefore in accordance with section 
489 of the companies act 2006 a 
resolution to reappoint kpmg audit plc 
as the group’s auditor and authorising 
the directors to fix the remuneration of 
the auditor will be put to the forthcoming 
annual general meeting
annual general meeting
the notice of the company’s annual 
general meeting to be held at the 
manchester technology centre is sent 
to shareholders with this annual report 
along with details of the business to be 
proposed and explanatory notes
by order of the board
rob cotton
chief executive
ncc group plc
1 july 2009
directors’
report
the directors present their annual report 
and financial statements for the year 
ended 31 may 2009
principal activity and review of  
the business
the principal activity of the group is the 
independent provision of it assurance 
through escrow and assurance testing 
to both the public and private sectors 
worldwide the performance in the year 
and the year end financial position were 
satisfactory and the directors expect 
the group to continue its growth for the 
foreseeable future 
the chairman’s report on pages 11 to 14 
as well as the chief executive’s review 
on pages 15 to 20 report on the group’s 
development during the year to 31 may 
2009 its position at that date and the 
group’s likely future development 
any forward looking statements made in 
this document represent management’s 
best judgment as to what may occur in 
the future however the group’s actual 
results for the current and future fiscal 
periods and corporate developments 
will depend on a number of economic 
competitive and other factors some of 
which will be outside the control of the 
group such factors could cause the 
group’s actual results for future periods 
to differ materially from those expressed 
in any forward looking statements made 
in this document
the financial results of the group are 
shown in the income statement on  
page 52
dividends
the directors propose a final dividend 
of 625p per ordinary share which 
together with the interim dividend of 30p 
per ordinary share paid on 27 february 
2009 makes a total dividend of 925p 
for the year the final dividend has not 
been accrued for in these financial 
statements the final dividend will if 
approved by shareholders at the annual 
general meeting agm be paid on 25 
september 2009 to shareholders on the 
register at the close of business on 28 
august 2009 the exdividend date will 
be 26 august 2009
the company received dividends of 
£20m 2008 £40m from subsidiary 
undertakings during the financial year
share capital
details of the movements of the  
authorised and called up share capital  
of the company are set out in note 21  
to the financial statements
directors and their interests
details of the company’s current 
directors are set out on pages 25 to 30 
directors’ interests in shares and share 
options in the company are detailed in 
the directors’ remuneration report set out 
on pages 39 to 45
corporate social responsibility
the corporate social responsibility 
section on pages 47 to 48 provides 
an update on the group’s policies 
and activities in respect of its wider 
stakeholders  employees clients 
suppliers and the community – and 
environmental ethical and health and 
safety issues
the principal 
activity of the 
group is the 
independent 
provision of 
it assurance 
through 
escrow and 
assurance 
testing
ordinary shares of 1p  of issued share capital
axa framlington investment management 4274507 1270
ako capital llp 3522929 1046
legal  general investment management 3255362 967
montanaro inv managers 2540000 755
rob cotton 1594212 474
seb asset management 1360599 404
hansa capital limited 1250000 371
standard life investment management 1151427 342
jp morgan asset management 1096823 326
principal shareholders
the following have notified the company as being interested in 3 or more of the company’s issued ordinary share capital as at 
30 june 2009
business review  33ncc group annual report and accounts 2009 ncc group annual report and accounts 200934 
the non executive chairman paul mitchell is responsible for the running of the 
board executive responsibility for the running of the group’s business rests with the 
two executive directors rob cotton and paul edwards who are supported in this by 
the operational board of ncc group
 
the board normally meets on a monthly basis during the year the board met on 12 
scheduled occasions 
the board conducted a self evaluation on its effectiveness in february 2009 and has 
concluded no significant amendments are required to its operating procedures of the 
board as a result of the review in addition a review of the chairman’s performance 
was conducted in january 2009 by the other non executive directors and no actions 
were felt necessary to improve the chairman’s effectiveness 
the attendance of individual directors at the scheduled board meetings is shown in 
the table below
a measure
of strength
board audit
committee
remuneration
committee
nomination
committee
paul mitchell non executive chairman chairman – member chairman
rob cotton chief executive member – – member
paul edwards finance director member – – –
james wallace senior non executive director member chairman member member
debbie hewitt non executive director member member member member
eurfyl ap gwilym non executive director member member chairman member
corporate
governance
ncc group is committed and is accountable to shareholders for high standards of 
corporate governance in respect of the year ended 31 may 2009 ncc group has been in 
full compliance with the provisions of section 1 of the june 2008 revised combined code 
on corporate governance
this statement describes how principles of corporate governance are applied to the group
the board
the board comprises two executive and four non executive directors whose board and 
committee responsibilities are set out in the table below
board
meetings attended
paul mitchell non executive chairman 1212
rob cotton chief executive 1212
paul edwards finance director 1212
james wallace senior non executive director 1112
debbie hewitt non executive director 78
eurfyl ap gwilym non executive director 1012
governance  35ncc group annual report and accounts 2009 ncc group annual report and accounts 200936 
after careful review the board has 
again concluded that james wallace 
eurfyl ap gwilym and debbie hewitt 
were independent in coming to this 
assessment the board considered the 
character of the individuals concerned 
and the fact that none of them
• 	 	 has	ever	been	an	employee	of	 
the group
• 	 	 has	ever	had	a	material	business	
relationship with the group
• 	 	 receives	any	remuneration	other	than	
their fees
• 	 	 has	close	family	ties	with	advisors	
other directors or senior management 
of the group that could reasonably be 
expected to cause a conflict
• 	 	 has	significant	links	with	other	
directors through involvement with 
other companies
• 	 	 represents	a	significant	 
shareholder or
• 	 	 has	served	on	the	ncc	group	board	
for more than nine years
the board is responsible to 
shareholders for the proper management 
of the group and for its system of 
corporate governance it receives 
information on at least a monthly 
basis to enable it to review trading 
performance forecasts and strategy  
and it has a schedule of matters 
specifically reserved for its decision  
the most significant of these are
• 	 	 changes	to	the	structure	size	and	
composition of the board
• 	 	 consideration	of	the	independence	of	
non executive directors
• 	 	 review	of	management	structure	and	
senior management responsibilities
• 	 	 with	the	assistance	of	the	
remuneration committee  
approval of remuneration policies 
across the group
• 	 	 approval	of	strategic	plans	profit	
plans and budgets and any material 
changes to them
• 	 	 oversight	of	the	group’ s	operations	
ensuring competent and prudent 
management sound planning  
an adequate system of internal  
control and adequate accounting  
and other records
• 	 	 final	approval	of	annual	accounts	and	
accounting policies
• 	 	 approval	of	the	dividend	policy
• 	 	 approval	of	the	acquisition	or	disposal	
of subsidiaries and major investments 
and capital projects
• 	 	 delegation	of	the	board’ s	powers	
and authorities including the division 
of responsibilities between the 
chairman the chief executive and 
other executive directors and
• 	 	 receiving	reports	on	the	views	of	the	
company’s shareholders
operational management of the group  
is delegated to the operating board of 
ncc group
procedures exist to allow the directors 
to seek independent legal and 
professional advice in respect of their 
duties at the company’s expense where 
the circumstances are appropriate 
during the year a training course was 
run to remind the directors of their 
responsibilities as well as to inform them 
of the changes made by the companies 
act 2006 in addition all of the directors 
have access to the company secretary 
for advice
all directors are required to submit 
themselves for reelection at regular 
intervals and at least every three years
the following formally constituted 
committees deal with specific aspects  
of the group’s affairs in accordance  
with their written terms of reference 
which are reviewed regularly
audit committee
the audit committee which is  
chaired by james wallace who is  
a member and former chairman of  
other plc audit committees comprises 
three independent non executive 
directors and meets at least three  
times a year the chairman chief 
executive finance director and  
external auditors attend these meetings 
as required by the committee
the purpose of the committee is to 
assist the board in the discharge of its 
responsibilities for financial reporting  
and corporate control and to provide 
a forum for reporting by the external 
auditors the responsibilities of the 
committee include
• 	 	 to	consider	liquidity	risk	and	the	going	
concern of the group
• 	 	 to	monitor	the	integrity	of	the	financial	
statements and review significant 
financial reporting judgements 
contained in them
• 	 	 to	review	the	company’ s	internal	
financial control system and risk 
management systems
• 	 	 to	make	recommendations	to	the	
board in relation to the appointment of 
the external auditors and to approve 
the remuneration and terms of 
engagement of the external auditors
• 	 	 to	review	and	monitor	the	external	
auditors’ independence objectivity 
and effectiveness
• 	 	 to	develop	and	implement	policy	
on the engagement of the external 
auditors to supply nonaudit services
• 	 	 to	monitor	the	company’ s	 
whistleblowing procedures and
• 	 	 to	review	regularly	the	need	for	an	
internal audit function
the attendance of individual committee 
members at audit committee meetings 
is shown in the table below
during the year the audit committee 
considered the following issues
• 	 	 the	appropriate	valuation	techniques	
to be utilised in valuing share options 
under ifrs
• 	 	 the	areas	of	judgement	in	the	 
financial statements including the 
valuation of intangible assets and 
goodwill impairment
• 	 	 the	requirement	for	a	formal	internal	
audit function
• 	 	 the	independence	of	rickitt	mitchell	
as corporate finance advisors
• 	 	 the	level	of	fees	payable	to	kpmg	
audit plc in respect of nonaudit work
• 	 	 the	separation	of	the	audit	non	audit	
and tax work and appointment of the 
appropriate advisors
• 	 	 various	tax	issues	within	the	 
group and
• 	 corporate	governance	issues
meetings attended
james wallace 33 
debbie hewitt 22
eurfyl ap gwilym 33
the nomination 
committee met 
three times in the 
year in particular 
to discuss and 
plan succession 
for all key  
senior executives 
in the business
the company 
values the views 
of shareholders 
and recognises 
their interests 
in the group’s 
strategy and 
performance
corporate
governance
continued
governance  37ncc group annual report and accounts 2009 ncc group annual report and accounts 200938 
ncc group does not have a dedicated 
internal audit function although regular 
internal audits are conducted under the 
group’s iso 9001 accredited quality 
assurance process and at the request 
of the audit committee the board 
has considered the need for an internal 
audit function and believes that current 
arrangements are adequate given the 
structure of the group’s accounting 
function and the size of the group
auditor independence
the company operates a rigorous policy 
designed to ensure that the auditors’ 
independence is not compromised by 
their undertaking inappropriate non
audit work every five years the audit is 
put out to formal tender to ensure that 
independence is maintained the last 
time this took place was 2006 the next 
formal date for tender will be in 2011 
all significant pieces of non audit work 
are put to informal tender to suitable 
parties upon review as to suitability  
and price the work will then be placed  
to the provider recommended after 
approval by the audit committee the 
audit committee has delegated the 
placing of financial non audit work 
under £25000 to the discretion of the 
executive directors 
the audit committee has undertaken its 
annual review of the nature and amount 
of nonaudit work undertaken by the 
external auditors to satisfy itself that there 
is no effect on their independence
going concern
the directors are satisfied that the  
group has adequate resources to 
continue in operational existence for the 
foreseeable future a period of not less 
than 12 months from the date of this 
report for this reason they continue 
to adopt the going concern basis in 
preparing the financial statements  
see page 59 for the note on the basis 
of preparation
communication with shareholders
the company values the views of 
shareholders and recognises their 
interests in the group’s strategy and 
performance it holds briefings with 
institutional fund managers analysts 
and other investors including staff 
shareholders primarily following the 
announcement of interim and preliminary 
results as well as at other times during 
the year as may be appropriate 
the company’s programme of  
investor relations activities is designed 
to ensure that the investing community 
receives a balanced and consistent  
view of the group’s performance all 
shareholders are welcomed to the  
annual general meeting at which the 
board of directors are available to  
answer questions from shareholders 
communication is also provided  
through the annual report the interim 
report and the investor relations  
area on the company’s web site  
wwwnccgroupcom on which financial 
and other information is available and 
regularly updated
the board receives reports from  
the group’s brokers twice a year  
that communicate feedback from 
institutional shareholders 
it reviews analyst coverage of the group 
every month and receives reports twice a  
year from its financial public relations 
advisors regarding the views of analysts 
there were no meetings between the 
investors and non executive directors  
as none were requested or required 
by order of the board
rob cotton
chief executive
ncc group plc
1 july 2009
remuneration committee
the remuneration committee  
which is chaired by eurfyl ap gwilym  
and comprises the non executive 
directors meets at least three times a 
year and additionally as required it is 
responsible for reviewing remuneration 
arrangements for members of the  
board and other senior employees of 
the group and for providing general 
guidance on aspects of remuneration 
policy throughout the group
the attendance of individual committee 
members at remuneration committee 
meetings is shown in the table below
the directors’ remuneration report is 
set out on pages 39 to 45
nomination committee
the nomination committee is chaired 
by paul mitchell and comprises the 
chief executive and the non executive 
directors the committee is responsible 
for proposing candidates to the board 
having regard to the balance and 
structure of the board the committee 
met three times in the year in particular 
to discuss and plan succession for all key 
senior executives in the business
internal  control
the board is responsible for establishing 
and maintaining the group’s system of 
internal control internal control systems 
are designed to meet the particular 
needs of the group and the risks to 
which it is exposed by their nature 
however internal control systems 
are designed to manage rather than 
eliminate the risk of failure to achieve 
business objectives and can provide only 
reasonable and not absolute assurance 
against material misstatement or loss
meetings 
attended
paul mitchell 55
james wallace 55 
debbie hewitt 33
eurfyl ap gwilym 55
meetings 
attended
paul mitchell 33
rob cotton 33
james wallace 33
debbie hewitt 22
eurfyl ap gwilym 33 
internal 
control 
systems are 
designed 
to meet the 
particular 
needs of the 
group and the 
risks to which 
it is exposed
key elements of the internal 
control system are described 
below these have all been in 
place throughout the year and 
up to the date of this report  
and are reviewed regularly by 
the board
•  clearly defined management 
structure and delegation of 
authority to committees of the 
board subsidiary boards and 
associated business units
•  clearly documented internal 
procedures set out in the 
group’s iso 90012000  
accredited quality manual
•  high recruitment standards 
and formal career development 
and training to ensure the 
integrity and competence  
of staff
•  regular and comprehensive 
information provided to 
management covering 
financial performance and 
key performance indicators 
including nonfinancial 
measures
•  a detailed budgeting 
process where business  
units prepare budgets  
for the coming years and  
rolling threeyear strategic 
plans which are approved  
by the board
•  procedures for the approval 
of capital expenditure and 
investments and acquisitions
•  monthly monitoring and 
reforecasting of results 
against budget with major 
variances followed up and 
management action taken 
where appropriate
•  regular internal audits 
of key processes and  
procedures under the  
group’s iso 9001  
accredited quality  
assurance process
•  ongoing procedures to 
identify evaluate and  
manage significant risks  
faced by the business in 
accordance with the  
guidance of the turnbull 
committee on internal  
controls and procedures  
to monitor the control  
systems in place to reduce 
these risks to an acceptable 
level and
•  formal consideration of 
progress made against 
significant business risks  
at monthly operational  
board meetings
corporate
governance
continued
governance  39ncc group annual report and accounts 2009 ncc group annual report and accounts 200940 
remuneration committee
the remuneration committee advises 
the board and makes recommendations 
to it about all elements of the 
remuneration packages of the executive 
directors the members of the 
remuneration committee during the year 
were eurfyl ap gwilym as committee 
chairman paul mitchell james wallace 
and debbie hewitt the chief executive 
attends the remuneration committee by 
invitation and assists the committee with 
its considerations no director is involved 
in setting their own remuneration plan
remuneration policy
the committee and the board believe 
that in order to attract and maintain 
a senior management team of the 
right calibre it is necessary to provide 
competitive marketbased packages 
which reward group and individual 
performance and motivate senior 
executives to achieve stated business 
objectives and deliver outstanding 
shareholder returns 
remuneration packages comprise
• 	 b a s i c 	 s a l a r y
• 	 a n n u a l 	 p e r f o r m a n c e 	 r e l a t e d 	 b o n u s
• 	 o t h e r 	 b e n e fi t s
• 	 	 p a r t i c i p a t i o n 	 i n 	 t h e 	 s h a r e	 
incentive plans
the group introduced a number of 
share incentive schemes on flotation 
of which all members of staff including 
the executive directors are potential 
beneficiaries these include a long  
term incentive plan ltip and a save 
as you earn saye scheme the emi 
scheme put in place on flotation was 
replaced last year by a company share 
option plan csop
performancerelated bonuses
the performancerelated pay scheme for 
executive directors is the same as that 
of the operational directors and senior 
managers within the business
payments under the scheme are based 
upon the achievement of profit targets  
set by the remuneration committee  
the profit target is based on delivery of 
the group’s own internal plans overlaid 
on to the financial forecasts out in the 
market the schemes do not start to 
reward until 80 of the stringent internal 
target set is achieved but are capped 
at 120 this prevents short term 
decisions being made the maximum 
bonus payable under the scheme is 
£210000 for rob cotton and £110000 
for paul edwards
directors’ 
remuneration report
share incentives
the group’s policy is to award share 
incentives to executive directors in 
order to align their interests with those 
of the company’s shareholders both 
the executive directors are currently 
precluded from joining the csop but 
have participated in the ltip scheme 
during the financial year
 
the remuneration committee agreed 
in 2005 to extend participation in the 
ltip to other senior executives within 
the group the maximum award is equal 
to one times the director’s or senior 
executive’s annual basic salary in the 
year of award
 
there are two ltip schemes in place 
from 1 june 2007 the group’s ltip 
schemes are based on the earnings 
per share eps performance of the  
group over the performance period 
of three years the previous scheme 
approved in 2006 was based on 
performance targets that relate to both 
the total shareholder returns tsr and 
earnings per share eps performance 
of the group over the performance 
period we still contend that eps drives 
the executive’s performance best which 
is even more applicable in the current 
economic climate
for the 2006 scheme the eps and  
tsr conditions each will govern the 
vesting of up to 50 of the ltip award 
the eps measure will relate to the 
growth in the group’s eps performance 
over the performance period and tsr 
measure will compare the group’s tsr 
performance over the performance 
period with the tsr performance of 
the constituent companies of the ftse 
software and computer services index 
over the performance period the 
performance period is three years
for both schemes if growth is equal to 
25 or more per annum then 100 
of the award governed by the eps 
condition will vest if however growth is 
less than 10 per annum none of the 
award governed by the eps condition 
will vest between these two points 
vesting will be determined on a straight 
line basis the remuneration committee 
believed that this is a more appropriate 
measure of the company’s performance 
and it aligned the interests of the key 
executives and directors with those of 
the shareholders
the tsr condition will govern the 
vesting of 50 of the 2006 ltip 
award and will compare the group’s 
tsr performance over the three 
year performance period with the 
tsr performance of the constituent 
companies of the ftse software and 
computer services index where the 
company’s tsr performance equates 
to median level in the comparator group 
30 of the award governed by the tsr 
condition will vest 100 of the award 
governed by the tsr condition will vest 
for upper quartile performance or above 
between these two points vesting will 
be determined on a straight line basis
rob cotton joined the saye scheme  
at the time of flotation and has  
continued to subscribe to the scheme 
paul edwards joined the saye scheme 
on 1 september 2005 and continues to 
subscribe to the scheme
the profit 
target is based 
on delivery of 
the group’s 
own internal 
plans overlaid 
on to the 
financial 
forecasts out 
in the market
basic salary
salaries are normally reviewed 
annually and any changes are 
effective from 1 june in each year 
pay reviews take into account 
group and personal performance 
and externally benchmarked 
market data for comparable 
companies operating in it 
services management consulting 
and relevant hightech sectors 
the salaries of rob cotton and 
paul edwards for the last two 
financial years are set out in the 
table on page 43
a formal benchmarking exercise 
was undertaken in april 2009 
using deloitte to provide the 
remuneration committee with 
relevant comparable data 
the committee also considered 
the excellent performance of the 
group over the last five years its 
increasing size and complexity and 
viewed this in light of the economic 
backdrop and remuneration 
levels being set in the rest of the 
business
with effect from 1 june 2009 rob 
cotton’s salary is £360000 and 
paul edwards’ salary is £185000 
increases of 28
pensions
the executive directors are  
entitled to a company pension 
contribution of 10 of basic 
salary providing they make a 
contribution of not less than 5 
which is paid into the group 
defined contribution personal 
pension scheme which is also 
open to all of its permanent 
employees
benefits
benefits in kind include the 
provision of a car or car allowance 
payment of private fuel car 
insurance private medical 
insurance life assurance and 
permanent health insurance
governance  41ncc group annual report and accounts 2009 ncc group annual report and accounts 200942 
performance graph
the following graph shows the total shareholder return with dividends reinvested 
from 12 july 2006 against the corresponding change in a hypothetical holding in 
shares in both the ftse all share index and the ftse software and computer 
services index
the ftse all share and ftse software and computer services indices both 
represent broad equity indices in which the company is a constituent member 
inclusion of the ftse all share index gives a market capitalisationbased 
perspective whilst the ftse software and computer services index gives an 
industry sector perspective 
the share price of the company at 1 june 2006 was 253p and was 335p at  
31 may 2009
service contracts
the service contracts and letters of appointment of the directors include the  
following terms
the executive directors are subject to rolling contracts and offer themselves for  
reelection by rotation in accordance with the company’s articles of association 
these contracts may be terminated by either the company or the relevant 
executive director giving the appropriate notice 
payments on termination for executive directors are restricted to the value of 
salary and contractual benefits for the notice period there are no predetermined 
special provisions for executive directors with regard to compensation in the  
event of loss of office
directors’ interest in shares
directors had the following beneficial interest in the issued share capital of  
the company
continued
100
150
200
250
300
350
400
450
pence
2004 2005 2006 2007 2008 2009
date of contract notice period period of appointment
executive
rob cotton 8 july 2004 1 year –
paul edwards 8 july 2004 6 months –
non executive
paul mitchell 26 june 2007 3 months 3 years
james wallace 26 june 2007 3 months 3 years
debbie hewitt 18 september 2008 3 months –
eurfyl ap gwilym 26 june 2007 3 months –
ncc group small cap all share comp software  services
ordinary shares of 1p each 2009 ordinary shares of 1p each 2008
executive
rob cotton 1594212 1557169
paul edwards 306098 289893
non executive
paul mitchell 196600 196600
james wallace 14705 14705
debbie hewitt 5665 –
eurfyl ap gwilym 14705 14705
directors’ 
remuneration report
governance  43ncc group annual report and accounts 2009 ncc group annual report and accounts 200944 
the auditors have audited the information in the following tables
remuneration
the remuneration of the directors for the year ended 31 may 2009 was as follows
the remuneration of the directors for the year ended 31 may 2008 was as follows
directors’ share options
the group has a number of share option schemes whereby directors and staff  
are able to subscribe for ordinary shares in the company 
as at 31 may 2009 the directors held options over ordinary shares as follows  
there have been no changes between the end of the financial year and the date  
of this report
on 30 july 2008 rob cotton exercised options granted to him under the ncc 
group ltip scheme over 62916 shares 15515 shares were forfeited paul 
edwards exercised his options over 27525 shares 6788 shares were forfeited  
the market price of the company’s shares on this date was £355
on 18 september 2008 paul edwards exercised options granted to him under the 
ncc group plc sharesave scheme over 4577 shares the exercise price of  
the company’s shares on this date was £206
year ended 31 may 
2008
salary
£000
bonus
£000
pension
£000
benefits
£000
fees
£000
total
£000
executive
rob cotton 300 109 21 30 – 460
paul edwards 155 44 11 31 – 241
non executive
paul mitchell – – – – 58 58
james wallace 45 – – – – 45
eurfyl ap gwilym 34 – – – – 34
534 153 32 61 58 838
director
date of 
grant
market value  
at date 
 of grant
maximum 
options  
held at  
31 may 2009
exercise 
price
performance 
conditions
earliest 
exercise date
expiry 
date
rob cotton 190706 £270 83333 nil 1 010609 180610
rob cotton 130807 £405 2914 £324 3 011010 310311
rob cotton 191007 £372 80645 nil 2 010610 010611
rob cotton 180708 £352 98315 nil 2 010611 010612
paul edwards 190706 £270 38888 nil 1 010609 180610
paul edwards 191007 £372 41666 nil 2 010610 010611
paul edwards 110808 £356 3286 £285 4 011011 310312
paul edwards 180708 £352 50562 nil 2 010611 010612
£ exercise price of £1 on each occasion
directors’ 
remuneration report
continued
year ended 31 may 
2009
salary
£000
bonus
£000
pension
£000
benefits
£000
fees
£000
total
£000
executive
rob cotton 350 148 32 30 – 560
paul edwards 180 65 16 33 – 294
non executive
paul mitchell – – – – 60 60
james wallace 45 – – – – 45
debbie hewitt – – – – 23 23
eurfyl ap gwilym 34 – – – – 34
609 213 48 63 83 1016
governance  45ncc group annual report and accounts 2009 ncc group annual report and accounts 200946 
statement of 
directors’ responsibilities
in respect of the annual report  the financial statements
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 ifrs 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 ifrs 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 they 
must 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 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 web site 
legislation in the uk governing the 
preparation and dissemination of  
financial statements may differ from 
legislation in other jurisdictions 
the directors are 
responsible for 
the maintenance 
and integrity of 
the corporate 
and financial 
information
performance conditions and notes
1  ltip 1 scheme the awards will 
fully vest if both the total shareholder 
returns tsr and earnings per share 
eps performance targets of the 
group are met 
the tsr condition will govern the 
vesting of 50 of the ltip award 
where tsr performance equates 
to median level in the comparator 
group 30 of the award governed 
by the tsr condition will vest 100 
of the award governed by the tsr 
condition will vest for upper quartile 
performance or above
the eps condition will govern the 
vesting of the remaining 50 of the 
ltip if growth is equal to 25 or 
more per annum then 100 of the 
award governed by the eps condition 
will vest if however growth is less 
than 10 per annum none of the 
award governed by the eps condition 
will vest 
for both tsr and eps performance 
between the two points of measure 
will be determined on a straight  
line basis
2  ltip 2 scheme if eps growth is 
equal to 25 or more per annum 
then 100 of the award will vest if 
however growth is less than 10 per 
annum none of the award governed 
by the eps condition will vest 
performance between the two points 
of measure will be determined on a 
straight line basis
3  saye 2007 scheme the saye 
scheme is subject to a three year 
savings contract if this is completed  
a maximum of 2914 shares will  
be granted 
4  saye 2008 scheme the saye 
scheme is subject to a three year 
savings contract if this is completed  
a maximum of 3286 shares will  
be granted
the remuneration committee 
recommends the granting of additional 
share options to the value of each 
executive director’s annual salary under 
the performance criteria of ltip 2
during the year the company’s share 
price varied between £272 and £420 
and ended the year at £335
the company’s 
share price ended 
the year at 
£335
directors’ 
remuneration report
continued
approved by the board and signed on  
its behalf
eurfyl ap gwilym
chairman remuneration committee
ncc group plc
1 july 2009
by order of the board
rob cotton
chief executive
ncc group plc
1 july 2009
governance  47ncc group annual report and accounts 2009 ncc group annual report and accounts 200948 
corporate social 
 responsibility report
ncc group takes its corporate social 
responsibilities very seriously and 
recognises the important contributions 
to the business made by the wider 
community of stakeholders in particular 
employees clients suppliers and the 
local communities in which we operate 
the board takes into account social 
environmental and ethical issues in 
its discussions and decision making 
and makes the health and safety of 
employees a priority
stakeholders
employees
people are at the heart of the group’s 
business and the support and 
involvement of the talented individuals 
who form our team is vital to the 
continued success of the group overall 
the group has a policy of keeping 
employees informed of and engaged 
in its business strategy through the 
intranet regular employee briefings and 
divisional meetings 
we are extremely proud to have  
been men business of the year in 
2008 one of the top business awards 
in the north west ncc group scored 
high marks for its dedication to people 
training and innovation
comments and suggestions 
from employees on the group’s 
performance and management are 
actively encouraged and a free flow 
of information between the directors 
managers and employees ensures  
that everyone has an opportunity 
to contribute 
clients
ncc group values each and every  
client and is proud of the long standing 
nature of its client relationships 
continuing client satisfaction is central 
to our ongoing success and is regularly 
measured and monitored through the 
iso 9001 certified quality programme 
this includes written and telephone 
satisfaction surveys each month
rare instances of negative feedback 
are treated with the utmost seriousness 
and dealt with swiftly by management 
through to resolution each operational 
director takes direct responsibility  
for customer satisfaction with the  
ceo investigating directly where 
divisional performances fail to meet  
the 80 threshold
the community
we are committed to ensuring that 
as well as delivering consistently 
strong results as a business we give 
something back to the local community 
we continue to support charitable 
organisations and actively encourage 
the involvement of our employees in 
fundraising by covering expenses and 
awarding additional days’ holidays
during the year we supported 
fundraising for the nspcc and in 
particular the child’s voice appeal in 
manchester we are very proud to  
be patrons of the nspcc and to  
date have raised and contributed directly 
£48572 
the aim of the appeal we support  
is to raise £27m for improved 
manchester based childline and 
nspcc facilities we are committed 
to helping achieve this and in today’s 
economic climate it is even more 
important that charity is supported and in 
particular the nspcc as the evidence 
is that in a recession child abuse 
dramatically increases 
suppliers
the group’s policy is to pay suppliers  
in accordance with terms and conditions 
agreed when orders are placed 
although the group does not follow any 
code or standard on payment policy 
where terms have not been specifically 
agreed invoices dated in one calendar 
month are paid close to the end of the 
following month
at 31 may 2009 the group had 
an average of 40 days purchases 
outstanding in trade creditors  
2008 45 days
the environment
although the impact of the group’s 
operations on the environment is limited 
compared with other industries we 
recognise our responsibility to respect 
and limit damage to the environment 
in 2006 an environmental policy was 
introduced outlining the responsibilities 
of the group and each employee to 
act in an environmentally responsible 
manner in particular through efficient 
route planning recycling and  
sustainable procurement
ncc group values 
each and every  
client and is 
proud of the 
long standing 
nature of 
its client 
relationships
ethics policy
the group recognises and 
understands that our relationships 
with those who we deal with are 
the key to our success and as 
such we take our obligations and 
commitments to those people 
and organisations very seriously 
our independence reputation as 
a supplier of quality services and 
the trust of our clients are all key 
assets that we aim to protect at all 
times we aim to engender in our 
employees principles of honesty 
and integrity and the desire to work 
to the best of their ability
all of these values and principles 
are founded on an ethics policy 
which permeates everything that 
we do
equal opportunities and 
employment policy
the group is committed to  
offering equal opportunities to  
all no employee or potential 
employee receives more or less 
favourable treatment due to their 
gender age race national or 
ethnic origin disability sexual 
orientation or marital status the 
group is committed to the training 
and development of all employees 
and to providing a productive 
working environment 
should an existing employee’s 
circumstances change it is 
the group’s policy wherever 
practicable to provide continuing 
employment under normal terms 
and conditions and to provide 
training and career development 
and promotion wherever possible
health and safety policy
the group is committed to the 
good health and wellbeing of its 
employees and strives to provide 
and maintain a safe and pleasant 
environment for all employees 
clients and visitors to its premises 
and to comply with the relevant 
health and safety legislation 
continued investment is planned 
in the coming financial year to 
enhance the working environments 
of employees in all of our offices
by order of the board
rob cotton
chief executive
ncc group plc
1 july 2009
governance  49ncc group annual report and accounts 2009 ncc group annual report and accounts 200950 
we have audited the financial statements 
of ncc group plc for the year ended 
31 may 2009 set out on pages 51 to 99 
the financial reporting framework that 
has been applied in their preparation is 
applicable law and international financial 
reporting standards ifrs as adopted 
by the eu and as regards the parent 
company financial statements as applied 
in accordance with the provisions of the 
companies act 2006
this report is made solely to the 
company’s members as a body in 
accordance with sections 495 496 
and 497 of the companies act 2006 
our audit work has been undertaken so 
that we might state to the company’s 
members those matters we are required 
to state to them in an auditors’ report 
and for no other purpose to the fullest 
extent permitted by law we do not 
accept or assume responsibility to 
anyone other than the company and 
the company’s members as a body for 
our audit work for this report or for the 
opinions we have formed
respective responsibilities of  
directors and auditors
as explained more fully in the directors’ 
responsibilities statement set out on 
page 46 the directors are responsible 
for the preparation of the financial 
statements and for being satisfied 
that they give a true and fair view 
our responsibility is to audit the 
financial statements in accordance 
with applicable law and international 
standards on auditing uk and ireland 
those standards require us to comply 
with the auditing practices board’s 
apb’s ethical standards for auditors
scope of the audit of the financial 
statements
a description of the scope of an audit  
of financial statements is provided on  
the apb’s website at 
wwwfrcorgukapbscopeukp
opinion on financial statements
in our opinion
•	 	 	 the	financial	statements	give	a	true	
and fair view of the state of the 
group’s and of the parent company’s 
affairs as at 31 may 2009 and of the 
group’s profit for the year then ended
•		 	 the	group	financial	statements	have	
been properly prepared in accordance 
with ifrs as adopted by the eu
•	 	 the	parent	company	financial	
statements have been properly 
prepared in accordance with ifrs as 
adopted by the eu and as applied in 
accordance with the provisions of the 
companies act 2006 and
•		 	 the	financial	statements	have	been	
prepared in accordance with the 
requirements of the companies act 
2006 and as regards the group 
financial statements article 4 of the  
ias regulation
independent 
auditors’ report
to the members of ncc group plc
opinion on other matters  
prescribed by the companies  
act 2006
in our opinion
•		 	 the	part	of	the	directors’	
remuneration report to be audited 
has been properly prepared in 
accordance with the companies act 
2006 and
•		 	 the	information	given	in	the	directors’	
report for the financial year for  
which the financial statements are 
prepared is consistent with the 
financial statements
matters on which we are required 
to report by exception
we have nothing to report in respect of 
the following
under the companies act 2006 we  
are required to report to you if in  
our opinion
•	 	 adequate	accounting	records	have	not	
been kept by the parent company or 
returns adequate for our audit have 
not been received from branches not 
visited by us or
•	 	 the	parent	company	financial	
statements and the part of the 
directors’ remuneration report to be 
audited are not in agreement with the 
accounting records and returns or
•	 	 certain	disclosures	of	directors’	
remuneration specified by law are not 
made or
•	 	 we	have	not	received	all	the	 
information and explanations we  
require for our audit
under the listing rules we are required 
to review
•	 	 the	directors’	statement	set	out	 
on page 46 in relation to going 
concern and
•	 	 the	part	of	the	corporate	governance	
statement relating to the company’s 
compliance with the nine provisions 
of the june 2008 combined code 
specified for our review
nick plumb 
senior statutory auditor
for and on behalf of kpmg audit plc 
statutory auditor
kpmg audit plc
8 salisbury square
london
ec4y 8bb
1 july 2009
the financial 
reporting 
framework 
that has been 
applied in their 
preparation 
is applicable 
law and 
international 
financial 
reporting 
standards 
ifrs
governance  51ncc group annual report and accounts 2009 ncc group annual report and accounts 200952 
consolidated 
income statement
for the year ended 31 may 2009
financials
for the year ended 31 may 2009
notes 2009 2008
£000 £000
revenue 2 46836 35745
cost of sales 26275 20055
gross profit 20561 15690
administrative expenses before amortisation of intangible assets and  
exceptional items
7838 5022
earnings before interest tax amortisation and exceptional items 12723 10668
amortisation of intangible assets 1237 740
exceptional items 3 – 711
total administrative expenses 9075 6473
operating profit 2 11486 9217
financial income 6 24 78
finance expense excluding unwinding of discount 466 269
net financing costs excluding unwinding of discount 442 191
unwinding of discount effect relating to deferred consideration on  
business combinations
177 333
financial expenses 6 643 602
net financing costs 619 524
profit before taxation 4 10867 8693
taxation 7 3170 2340
profit for the year 7697 6353
attributable to equity holders of the parent company 7697 6353
profit for the year 7697 6353
earnings per share 9
basic earnings per share 229p 189p
diluted earnings per share 221p 183p
financials  53ncc group annual report and accounts 2009 ncc group annual report and accounts 200954 
group 
balance sheet
at 31 may 2009
notes         2009       2008
£000 £000 £000 £000
non current assets
intangible assets                   11 60009 51833
plant and equipment      12 2131 1939
deferred tax assets 15 787 1145
total non current assets 62927 54917
current assets
trade and other receivables        13 14785 12351
cash and cash equivalents 3356 1142 
total current assets 18141 13493
total assets 81068 68410
equity
issued capital                     21 337 336
share premium                   21630 21537
retained earnings                 22891 17569
currency translation reserve 104 12
total equity attributable to equity holders of the parent 44754 39454
non current liabilities
other financial liabilities 18 76 92
deferred tax liability 15 1588 1499
interest bearing loans 1819 8932 54
total non current liabilities 10596 1645
current liabilities
interest bearing loans 19 – 4500
trade and other payables           16 11317 11270
deferred revenue                  17 12406 11009
current tax payable 1995 532
total current liabilities 25718 27311
total liabilities 36314 28956
total liabilities and equity 81068 68410
company 
balance sheet
at 31 may 2009
notes          2009          2008
£000 £000 £000 £000
non current assets
investments 26 30673 29994
deferred tax assets 15 178 –
total non current assets 30851 29994
current assets
cash and cash equivalents 1 12
total current assets 1 12
total assets 30852 30006
equity
issued capital                     21 337 336
share premium                   21630 21537
retained earnings                 4931 4974
total equity 26898 26847
current liabilities
trade and other payables           16 3940 3159
current tax payable 14 –
total current liabilities 3954 3159
total liabilities 3954 3159
total liabilities and equity 30852 30006
these financial statements were approved by the board of directors on 1 july 2009 and were signed on its behalf by
rob cotton
chief executive
ncc group plc
these financial statements were approved by the board of directors on 1 july 2009 and were signed on its behalf by
rob cotton chief executive ncc group plc
financials  55ncc group annual report and accounts 2009 ncc group annual report and accounts 200956 
group cash flow 
statement
for the year ended 31 may 2009
notes 2009 2008
£000 £000
cash inflow from operating activities
profit for the year 7697 6353
adjustments for      
depreciation charge 1283 1045
share based charges 1031 742
amortisation of intangible assets 1237 740
net financing costs 619 191
profit on sale of plant and equipment 1 5
income tax expense 3170 2340
profit for the year before changes in working capital 15036 11406
increase in receivables 866 3620
increase in payables 1955 3460
cash generated from operating activities before interest and tax 16125 11246
interest paid
468 489
income taxes paid 1772 2657
net cash generated from operating activities 13885 8100
cash flows from investing activities
interest received
25 273
proceeds from the sale of plant and equipment – 69
acquisition of plant and equipment 1409 1466
acquisition of business 14 11358 10418
net cash used in investing activities 12742 11542
cash flows from financing activities
proceeds from the issue of ordinary share capital 94 1618
draw down of borrowings 4412 993
purchase of own shares 656 559
payment of bank loans 56 –
equity dividends paid 2607 1817
net cash from financing activities 1187 235
net increase in cash and cash equivalents 22 2330 3207
cash and cash equivalents at beginning of year 1142 4377
effect of exchange rate fluctuations on cash held 116 28
cash and cash equivalents at end of year 3356 1142
company cash flow 
statement
for the year ended 31 may 2009
2009 2008
£000 £000
cash inflow from operating activities
profit for the year 189 1050
adjustments for
share based charges 352 270
income tax expense 164 –
lossprofit for the year before changes in working capital 377 780
decrease increase in payables 781 2462
profit for the year before interest and tax 1158 3242
interest paid
– –
net cash generated from operating activities 1158 3242
cash flows from financing activities
proceeds from the issue of ordinary share capital 94 1618
purchase of own shares 656 559
equity dividends received 2000 4000
equity dividends paid 2607 1817
net cash from financing activities 1169 3242
net decrease in cash and cash equivalents 11 –
cash and cash equivalents at beginning of year 12 12
cash and cash equivalents at end of year 1 12
financials  57ncc group annual report and accounts 2009 ncc group annual report and accounts 200958 
statements of changes  
of equity
for the year ended 31 may 2009
share 
capital
share 
premium
retained 
earnings
currency 
translation
total 
equity
£000 £000 £000 £000 £000
balance at 1 june 2007 326 19929 13144 39 33438
share based charges – – 742 – 742
purchase of own shares – – 559 – 559
deferred tax on share based payments – – 294 – 294
profit for the year – – 6353 – 6353
shares issued 10 1608 – – 1618
currency translation reserve – – – 27 27
dividends to shareholders – – 1817 – 1817
balance at 31 may 2008 336 21537 17569 12 39454
balance at 1 june 2008 336 21537 17569 12 39454
share based charges – – 1031 – 1031
purchase of own shares – – 656 – 656
deferred tax on share based payments – – 143 – 143
profit for the year – – 7697 – 7 697
shares issued 1 93 – – 94
currency translation reserve – – – 116 116
dividends to shareholders – – 2607 – 2607
balance at 31 may 2009 337 21630 22891 104 44754
statements of changes  
of equity
for the year ended 31 may 2009
share 
capital
share 
premium
retained 
earnings
total 
equity
£000 £000 £000 £000
balance at 1 june 2007 326 19929 3686 23941
share based charges – – 270 270
increase in subsidiary investment for  
share based charges
– – 444 444
profit for the year – – 2950 2950
shares issued 10 1608 – 1618
purchase of own shares – – 559 559
dividends to shareholders – – 1817 1817
balance at 31 may 2008 336 21537 4974 26847
balance at 1 june 2008 336 21537 4974 26847
share based charges – – 352 352
increase in subsidiary investment for  
share based charges
– – 679 679
profit for the year – – 2189 2189
shares issued 1 93 – 94
purchase of own shares – – 656 656
dividends to shareholders – – 2607 2607
balance at 31 may 2009 337 21630 4931 26898
financials
group company  59ncc group annual report and accounts 2009 ncc group annual report and accounts 200960 
1 accounting policies
basis of preparation
ncc group plc “the company” is a 
company incorporated in the uk
the group financial statements 
consolidate those of the company and 
its subsidiaries together referred to as 
the “group”  
the parent company financial 
statements present information about 
the company as a separate entity and  
not about its group
both the parent and the group  
financial statements have been  
prepared and approved by the  
directors in accordance with 
international financial reporting 
standards as adopted by the eu 
“adopted ifrs” on publishing the 
parent company financial statements 
here together with the group financial 
statements the company is taking 
advantage of the exemption in s403  
of the companies act 2006 not  
to present its individual income 
statement and related notes that  
form a part of these approved  
financial statements
the accounting policies set out  
below have unless otherwise stated 
been applied consistently to all  
periods presented in these group 
financial statements 
the group’s business activities 
together with the factors likely to affect 
its future development performance and 
position are set out in the chief 
executive’s review on pages 15 to 20 
the financial position of the group its 
cash flows liquidity position and 
borrowing facilities are described in the 
financial review on pages 21 to 24 in 
addition note 19 to the financial statements 
includes the group’s objectives 
policies and processes for managing  
its capital its financial risk management 
objectives details of its financial 
instruments and hedging activities  
and its exposures to credit risk and 
liquidity risk
the group’s forecast and projections 
taking into account reasonably possible 
changes in trading performance show 
that the group is able to operate within 
the level of its current facility 
as a consequence the directors 
believe that the group is well placed  
to manage its business risks 
successfully despite the current 
uncertain economic outlook 
after making enquiries the directors 
have a reasonable expectation that the 
company and the group have adequate 
resources to continue in operational 
existence for the foreseeable future 
accordingly they continue to adopt  
the going concern basis in preparing  
the annual report and accounts
basis of consolidation
subsidiaries are entities controlled by 
the group control exists when the 
group has the power directly or 
indirectly to govern the financial and 
operating policies of an entity so as to 
obtain benefits from its activities in 
assessing control potential voting rights 
that are currently exercisable or 
convertible are taken into account  
the financial statements of subsidiaries 
are included in the consolidated 
financial statements from the date that 
control commences until the date that 
control ceases
intangible assets and goodwill
all business combinations are 
accounted for by applying the purchase 
method goodwill represents amounts 
arising on acquisition of subsidiaries  
in respect of business acquisitions that 
have occurred since 1 june 2004 
goodwill represents the difference 
between the cost of the acquisition  
and the fair value of the net identifiable 
assets acquired including identifiable 
intangible assets identifiable intangibles 
are those which can be sold separately 
or which arise from legal rights 
regardless of whether those rights  
are separable
goodwill is stated at cost less any 
accumulated impairment losses
goodwill is allocated to cashgenerating 
units where the expected cash flows are 
not independent of other assets and is 
not amortised but is tested annually  
for impairment 
in respect of acquisitions prior to  
1 june 2004 goodwill is included at  
its deemed cost which represents the 
amount recorded under uk gaap  
at 31 may 2004 which was broadly 
comparable save that only separable 
intangibles were recognised and goodwill 
was amortised 
other intangible assets that are 
acquired by the group are stated at 
cost less accumulated amortisation 
amortisation is charged to the income 
statement on a straight line basis over 
the estimated useful lives of intangible 
assets unless such lives are indefinite 
goodwill is tested for impairment at 
each balance sheet date or whenever 
there is an indication of impairment 
other intangibles are amortised from the 
date they are available for use acquired 
customer contracts and relationships 
are amortised over their estimated 
useful economic life of between 3 and 
20 years
related party transactions
details of related party transactions are 
set out in note 25 to these financial 
statements
plant and equipment
plant and equipment is stated at cost 
less accumulated depreciation 
depreciation is charged to the income 
statement on a straight line basis over 
the estimated useful lives of each part  
of an item of plant and equipment  
the rates applied are as follows
computer equipment – 20 to 33
plant and equipment – 20
fixtures and fittings – 20
motor vehicles – 25
plant and equipment is also tested for 
impairment whenever there is an 
indication of potential impairment
notes
accounting policies

forming part of the financial statements
notes continued
accounting policies continued
notes  61ncc group annual report and accounts 2009 ncc group annual report and accounts 200962 
taxation
tax on the profit or loss for the year 
comprises current and deferred tax tax 
is recognised in the income statement 
except to the extent that it relates to 
items recognised directly in equity in 
which case it is recognised in equity
current tax is the expected tax payable 
on the taxable income for the year  
using tax rates enacted or substantively 
enacted at the balance sheet date and 
any adjustment to tax payable in respect 
of previous years
deferred tax is provided on temporary 
differences between the carrying 
amounts of assets and liabilities for 
financial reporting purposes and the 
amounts used for taxation purposes 
the following temporary differences are 
not provided for the initial recognition of 
goodwill and the initial recognition of 
assets or liabilities that affect neither 
accounting nor taxable profit other than 
in a business combination the amount 
of deferred tax provided is based on the 
expected manner of realisation or 
settlement of the carrying amount of 
assets and liabilities using tax rates 
enacted or substantively enacted at the 
balance sheet date
a deferred tax asset is recognised only  
to the extent that it is probable that 
future taxable profits will be available 
against which the asset can be utilised 
intragroup financial instruments
where the company enters into financial 
guarantee contracts to guarantee the 
indebtedness of other companies within 
the group the company considers 
these to be insurance arrangements  
and accounts for them as such in this 
respect the company treats the 
guarantee contract as a contingent 
liability until such time as it becomes 
probable that the company will be 
required to make a payment under  
the guarantee
adopted ifrs not yet applied
the following adopted ifrs were 
available for early adoption but have not 
been applied by the group in these 
financial statements
the directors do not anticipate that  
the adoption of these standards  
and interpretations will have a  
material impact on the group’s  
financial statements 
trade and other receivables
trade and other receivables are  
stated at their nominal amount less 
impairment losses
cash and cash equivalents
cash and cash equivalents comprise  
cash in hand and deposits repayable  
on demand bank overdrafts that are 
repayable on demand form part of the 
group’s cash management and are 
included as a component of cash and 
cash equivalents for the purpose only  
of the statement of cash flows 
basis of measurement
the financial statements are prepared 
on the historical cost basis except for 
share based payment transactions and 
assets and liabilities acquired in a 
business combination which are 
measured at fair value
use of estimates and judgements
information about the most significant 
areas of estimation and judgements is 
described in the following notes 
11 goodwill 14 acquisitions 20 
measurement of share based payments
investments in subsidiaries
investments in subsidiaries are  
carried at cost less impairment  
and preacquisition dividends
revenue recognition
revenue represents the value of 
services provided during the period 
excluding vat 
testing and consultancy
the results of partially completed 
contracts whether fixed price or on a 
time and materials basis are dealt with 
on a percentage completion basis 
according to the number of days worked 
by including the profit or loss earned on 
work completed to the balance sheet 
date provisions are made for any losses 
on uncompleted contracts expected to 
be incurred after the balance sheet date 
escrow and web site monitoring
other than fees attributable to initial 
setup on the signing of a new contract 
which is recognised when the contract 
is signed maintenance and escrow 
agreement revenue is deferred and 
released to the income statement on a 
straightline basis over the life of the 
related agreement on the basis that the 
performance is deemed to fall evenly 
over the contract period
foreign currencies
transactions in foreign currencies are 
recorded using the rate of exchange 
ruling at the date of the transaction 
monetary assets and liabilities 
denominated in foreign currencies are 
translated using the rate of exchange 
ruling at the balance sheet date and the 
gains or losses on translation are 
included in the income statement
the assets and liabilities of overseas 
subsidiaries denominated in foreign 
currencies are translated at the closing 
rate and income statements of overseas 
subsidiary undertakings are translated at 
the average exchange rates gains and 
losses arising on these transactions are 
taken to the currency translation reserve 
they are released to the income 
statement upon disposal
operating leases payments
operating lease rentals are charged to 
the income statement on a straightline 
basis over the period of the lease lease 
incentives received are recognised in 
the income statement as an integral part 
of the total lease expense
e m p l o y e e 	 b e n e fi t s 	 – 	 d e fi n e d	 
contribution plans
the group operates a defined 
contribution pension scheme the  
assets of the scheme are kept separately 
from those of the group in an 
independently administered fund the 
amount charged as expense in the 
income statement represents the 
contributions payable to the scheme  
in respect of the accounting period
sharebased payment transactions
the share option programme allows 
group employees to acquire shares of 
the parent company these awards are 
granted by the parent the fair value of 
options granted is recognised as an 
employee expense with a corresponding 
increase in equity the fair value is 
measured at grant date and spread over 
the period during which the employees 
become unconditionally entitled to the 
options the fair value of the options 
granted is measured using an option 
valuation model taking into account the 
terms and conditions upon which the 
options were granted the amount 
recognised as an expense is adjusted to 
reflect the actual number of share 
options that vest except where forfeiture 
is due only to share prices not achieving 
the threshold for vesting in the 
company’s accounts the fair value 
of share options granted to employees 
of subsidiary companies is included  
in investments with a corresponding 
increase in equity
interest bearing borrowings
interest bearing borrowings are 
recognised initially at fair value  
less attributable transaction costs 
subsequent to initial recognition  
interest bearing borrowings are  
stated at amortised cost with any 
difference between cost and  
redemption value being recognised  
in the income statement over the  
period of the borrowings on an  
effective interest basis
net financing costs
net financing costs comprise interest 
payable and interest receivable on  
funds invested 
interest income and interest payable  
is recognised in the income statement 
as they accrue dividend income is 
recognised in the income statement  
on the date the entity’s right to  
receive the payments is established  
and preacquisition dividends are 
deducted from the cost of investment
contingent consideration under  
business combinations
contingent consideration on business 
combinations is recognised only to the 
extent that it can be reliably estimated 
and it is probable that the consideration 
will be paid
international accounting
standards ifrs
ifrs 8 operating segments 
ias 1
presentation of financial 
statements
ifrs 2
share based payments  
vesting conditions and 
cancellations
notes
notes continued
accounting policies continued
notes continued
accounting policies continued  63ncc group annual report and accounts 2009 ncc group annual report and accounts 200964 
2 segmental information
the group is organised into three primary business segments escrow assurance 
testing and consultancy these three segments are the group’s primary reporting 
format for segment information escrow europe includes amounts previously reported 
as escrow germany all segments are located in the uk unless indicated otherwise
interest and tax are not allocated to business segments and there are no inter segment sales
2009 2008
£000 £000
revenue by business segment
escrow uk 16611 15724
escrow europe 2415 1094
escrow us 2022 1190
group escrow 21048 18008
assurance testing 19124 12835
consultancy 6664 4902
total revenue 46836 35745
operating profit by business segment
escrow uk 10320 9393
escrow europe 797 376
escrow us 535 394
group escrow 11652 10163
assurance testing 2804 1678
consultancy 754 726
segment operating profit 15210 12567
head office costs 2487 1899
operating profit before amortisation and exceptional items 12723 10668
amortisation of intangible assets escrow us 143 115
amortisation of intangible assets assurance testing 694 458
amortisation of intangible assets escrow europe 400 167
operating profit before exceptional items 11486 9928
exceptional items – 711
operating profit 11486 9217
assets liabilities assets liabilities
2009 2009 2008 2008
£000 £000 £000 £000
assetsliabilities by business segment
escrow uk 4145 8322 4623 7 775
escrow europe 5632 2520 5268 3296
escrow us 4478 1146 4483 744
group escrow 14255 11988 14374 11815
consultancy 2604 873 2790 823
assurance testing 11342 5750 8055 9451
unallocated net assets 52867 17703 43191 6867
total assetsliabilities 81068 36314 68410 28956
unallocated net assets consist of goodwill arising on consolidation cash tax payable and other centrally held assets and liabilities
notes
segmental information continued
notes continued notes continued
segmental information   65ncc group annual report and accounts 2009 ncc group annual report and accounts 200966 
notes
2008 depreciation capital  
expenditure
total costs incurred to 
acquire segmental assets
£000 £000 £000
escrow uk 508 807 –
escrow europe 51 26 6832
escrow us 55 17 –
group escrow 614 850 6832
consultancy 71 137 –
assurance testing 360 485 2725
total 1045 1472 9557
2009 depreciation capital  
expenditure
total costs incurred to 
acquire segmental assets
£000 £000 £000
escrow uk 732 519 –
escrow europe 55 78 1462
escrow us 77 56 –
group escrow 864 653 1462
consultancy 92 64 –
assurance testing 327 708 10597
total 1283 1425 12059
2009 2008
£000 £000
revenue by geographical segment
uk 36648 29238
rest of europe 4604 2745
rest of the world 5584 3762
total revenue 46836 35745
assets liabilities assets liabilities
2009 2009 2008 2008
£000 £000 £000 £000
assetsliabilities by geographical segment
uk 70731 27 913 58659 21 354
rest of europe 5632 3757 5268 3610
rest of the world 4705 4644 4483 3992
total assetsliabilities 81068 36314 68410 28956
the table below provides additional disclosure on revenue by geographical market where the customer is based
the table below provides additional disclosure on assetsliabilities by geographical market where the assetsliabilities 
are based
notes continued
segmental information continued
segmental information continued
notes continued  67ncc group annual report and accounts 2009 ncc group annual report and accounts 200968 
2009 2008
£000 £000
profit before taxation is stated after chargingcrediting
amounts receivable by auditors and their associates in respect of
audit of these financial statements 33 32
audit of financial statements of subsidiaries pursuant to legislation 23 10
services relating to corporate finance transactions entered into or proposed to be entered into  
by or on behalf of the company or group
– 115
depreciation and other amounts written off tangible and intangible fixed assets
owned 1283 1045
amortisation of intangible assets 1237 740
exchange profits  losses 28 15
operating lease rentals charged
hire of property plant and equipment 832 604
other operating leases 470 420
profit on disposal of fixed assets 1 5
3 exceptional items
the group identifies separately items as “exceptional” these are items which in the 
management’s judgement need to be disclosed by virtue of their size or incidence in 
order for the user to obtain a proper understanding of the financial information
exceptional items in the year ended 31 may 2009 were £nil exceptional items in the 
year ended 31 may 2008 were costs relating to the move to the london stock 
exchange’s official list on 13 july 2007 £531000 and reorganisation costs 
following the acquisition of escrow europe £180000
4  expenses and auditors’ remuneration
notes
5 staff numbers and costs
directors’ emoluments are disclosed in the directors’ remuneration report on pages 39 to 46
group
the average number of persons employed by the group during the year including directors is analysed by category as follows
number of employees
2009 2008
operational 93 77
administration sales and marketing 259 230
352 307
the aggregate payroll costs of these persons were as follows
2009 2008
£000 £000
wages and salaries 19625 14315
share based payments note 20 1031 742
social security costs 2140 1891
other pension costs note 24 429 324
23225 17 272
notes continued
exceptional items and expenses and  
auditors’ remuneration
staff numbers and costs
notes continued  69ncc group annual report and accounts 2009 ncc group annual report and accounts 200970 
company
the average number of persons employed by the company during the year 
including directors is analysed by category as follows
number of employees
2009 2008
administration sales and marketing 2 2
2 2
the aggregate payroll costs of these persons were as follows
2009 2008
£000 £000
wages and salaries 805 589
share based payments note 20 352 270
social security costs 103 74
other pension costs note 24 48 32
1308 965
notes
notes continued
net financing costs
2009 2008
£000 £000
financial income
interest on short term deposits 24 78
24 78
financial expenses
interest payable on bank loans and overdrafts 466 269
amortisation of deal fees on term loans 20 –
deferred consideration finance expense see below 157 333
643 602
deferred consideration finance expense 2009 2008
£000 £000
site confidence limited 138 233
secure test limited 16 76
escrow europe holdings bv 3 24
157 333
6 net financing costs
the deferred consideration finance expense of £157000 2008 £333000  
relates to the acquisition of next generation security software secure test and 
escrow europe
deferred consideration related to the acquisition of subsidiary undertakings has 
been discounted to present values the unwinding of the discount has been treated 
as a finance expense and is analysed in the table below 
 
 
the discount rate used was 65 2008 65
notes continued
staff numbers and costs continued  71ncc group annual report and accounts 2009 ncc group annual report and accounts 200972 
the total net present value of the deferred contingent consideration as at 31 may is shown in the following table
current liabilities – deferred consideration note 16 2009 2008
£000 £000
site confidence limited 55 3908
secure test limited – 1485
escrow europe holdings bv 158 717
escrow europe switzerland ag 63 –
next generation security software limited 4263 –
4539 6110
notes
reconciliation of effective tax rate
2009 2008
£000 £000
current tax expense
current year 2911 2029
adjustment to tax expense in respect of prior periods 35 4
foreign tax 320 10
total current tax 3266 2023
deferred tax note 15 96 317
tax in income statement 3170 2340
2009 2008
£000 £000
profit before taxation 10867 8693
current tax using the uk corporation tax rate of 28 2008 30 3043 2608
effects of
items not taxable deductable for tax purposes 52 257
foreign tax 50 1
marginal relief – 2
difference in tax rates deferred tax – 5
difference in tax rates current tax – 22
adjustment to tax charge in respect of prior periods 25 19
total current tax 3170 2340
7 taxation 
recognised in the income statement
deferred tax recognised directly in equity was £143000 2008 £294000
notes continued
net financing costs continued
notes continued
taxation  73ncc group annual report and accounts 2009 ncc group annual report and accounts 200974 
8 dividends
2009 2008
£000 £000
dividends paid and recognised in the year 2607 1817
dividends proposed but not recognised in the year 2104 1596
dividends per share paid and recognised in the year 775p 225p
dividends per share proposed but not recognised in the year 625p 475p
2009 2008
£000 £000
profit for the year 7697 6353
number of shares 
000’s 
number of shares 
000’s
basic weighted average number of shares in issue 33653 33653
dilutive effect of share options 1211 1021
diluted weighted average shares in issue 34864 34674
9 earnings per share
the calculation of earnings per share is based on the following
notes
customer contracts 
and relationships
goodwill total
£000 £000 £000
cost
at 1 june 2007 4214 35365 39579
additions 4515 8756 13271
at 31 may 2008 8729 44121 52850
additions 1371 8042 9413
at 31 may 2009 10100 52163 62263
amortisation
at 1 june 2007 277 – 277
charge for year 740 – 740
at 31 may 2008 1017 – 1017
charge for year 1237 – 1237
at 31 may 2009 2254 – 2254
net book value
at 31 may 2009 7846 52163 60009
net book value
at 31 may 2008 7712 44121 51833
10  profit attributable to members of the parent company
the profit for the year dealt with in the accounts of the parent company was £2189000 2008 £2950000
11 intangible assets – group
the group has made two acquisitions in the year details of which are included in note 14 the company has no intangible assets
notes continued
dividends and earnings per share
notes continued
profit attributable to members of the  
parent company and intangible assets – group  75ncc group annual report and accounts 2009 ncc group annual report and accounts 200976 
goodwill considered significant in comparison to the group’s total carrying amount 
of such assets have been allocated to cash generating units for the purposes of 
impairment testing as follows
the cash generating units’ recoverable amounts are based on value in use 
calculations using projections of the group’s future performance reflecting the 
directors’ best estimates of the cash flows key assumptions for the value in use 
calculations are the discount rates growth rates and expected changes in revenues 
and direct costs during the period risk adjusted discount factors of 10 2008 
115 have been applied to the projections the discount rate has been based on 
management’s calculation of the weighted average cost of capital using the capital 
asset pricing model to calculate the cost of equity a range of alpha factors were used 
to reflect the risk of the cash generating units the directors do not believe that a 
reasonably possible change of assumptions would cause the recoverable amounts  
to fall below book value for any of the cash generating units
          goodwill
2009 2008
cash generating units £000 £000
escrow 22871 22871
assurance testing 2301 2301
consultancy 2229 2229
ncc group plc 27401 27 401
ncc group inc 1218 1218
site confidence limited 6396 6610
secure test limited 3351 3351
next generation security software limited 7338 –
escrow europe 6459 5541
52163 44121
notes
12 plant and equipment – group
computer 
equipment
plant and 
equipment
fixtures 
and fittings
motor  
vehicles
 
total
£000 £000 £000 £000 £000
cost
at 1 june 2007 3103 405 594 239 4341
additions 828 – 480 164 1472
acquisition of group companies 115 – 95 – 210
disposals – – – 122 122
at 31 may 2008 4046 405 1169 281 5901
additions 947 – 363 115 1425
acquisition of group companies 259 – 7 – 266
disposals 2 – – 38 40
at 31 may 2009 5250 405 1539 358 7552
depreciation
at 31 may 2007 2144 267 365 83 2859
charge for year 757 56 160 72 1045
acquisition of group companies 69 – 48 – 117
disposals – – – 59 59
at 31 may 2008 2970 323 573 96 3962
charge for year 893 58 259 73 1283
acquisition of group companies 197 – 3 – 200
disposals – – – 24 24
at 31 may 2009 4060 381 835 145 5421
net book value
at 31 may 2009 1190 24 704 213 2131
net book value
at 31 may 2008 1076 82 596 185 1939
the company has no plant and equipment
notes continued
intangible assets – group continued
notes continued
plant and equipment – group  77ncc group annual report and accounts 2009 ncc group annual report and accounts 200978 
13 trade and other receivables
group group company company
2009 2008 2009 2008
£000 £000 £000 £000
trade receivables 11193 10235 – –
prepayments and accrued income 3592 2116 – –
14785 12351 – –
 
notes
14 acquisitions
a  on 26 november 2008 the group acquired 100 of the share capital of 
next generation security software limited for a maximum consideration of 
£10000000 of which up to £5000000 has been withheld subject to the 
achievement of performance criteria specified in the purchase agreement  
the present value of the deferred consideration expected to be paid on 26 
november 2008 was £4127000 the performance conditions are required to 
be satisfied by july 2009
the acquisition had the following effect on the group’s assets and liabilities
goodwill has arisen on the acquisition because the purchase price exceeds the fair 
value of the separately identifiable net assets acquired including £1242000 assigned 
to customer relationships contracts noncompete agreements and software 
goodwill represents synergies business processes and the assembled value of  
the work force including industry specific knowledge and technical skills 
from the date of acquisition next generation security software limited contributed an 
operating profit before amortisation of intangible assets of £481000 and revenue of 
£3450000 to the group consolidated income statement for the year ended 31 may 
2009 after amortisation of intangible assets operating profits were £274000 
b  on 1 may 2009 the group acquired 100 of escrow europe switzerland ag for a 
maximum consideration of £539000 of which £62000 was withheld subject  
to the achievement of performance criteria specified in the purchase agreement                                                                
acquiree’s
 book values
fair value
 adjustments
acquisition 
amounts
£000 £000 £000
acquiree’s identifiable net assets at the acquisition date
plant and equipment 66 – 66
trade and other receivables 1554 – 1554
tax recoverable 14 – 14
deferred tax liability – 347 347
cash 680 – 680
creditors  accruals 963           – 963
intangible assets purchased – 1242 1242
net identifiable liabilities  assets 1351 895 2246
goodwill on acquisition – – 7338
expected consideration to be paid including expenses – – 9584
less purchase consideration withheld – – 4127
net cash outflow – – 5457
cash acquired – – 680
net cash outflow excluding cash acquired – – 4777
notes continued
trade and other receivables
notes continued
acquisitions  79ncc group annual report and accounts 2009 ncc group annual report and accounts 200980 
the acquisition had the following effect on the group’s assets and liabilities
goodwill has arisen on the acquisition because the purchase price exceeds the fair 
value of the separately identifiable net assets acquired including £128000 assigned  
to customer relationships and contracts goodwill represents synergies and business 
processes 
from the date of acquisition escrow europe switzerland ag contributed an 
operating profit before amortisation of intangible assets of £8000 and revenue of 
£12000 to the group consolidated income statement for the year ended 31 may 
2009 after amortisation of intangible assets operating profits were £7000
c  during the year ended 31 may 2009 payments were made in relation to the settlement 
of deferred consideration arising on acquisitions completed in prior years the amounts 
paid were £893000 in relation to the acquisition of escrow europe holdings bv 
£1500000 in relation to the acquisition of securetest limited and £3640000 in 
relation to the acquisition of site confidence limited additionally a payment of £30000 
was made during the year in relation to the acquisition of the minority interest in escrow 
europe gmbh
d  if all of the acquisitions had occurred at the beginning of the financial year it 
is estimated that the consolidated revenue and operating profit for the year ended  
31 may 2009 would have been approximately £503m and £119m respectively
acquiree’s
 book values
fair value
 adjustments
acquisition 
amounts
£000 £000 £000
acquiree’s identifiable net assets at the acquisition date
trade and other receivables 35 – 35
deferred tax liability – 36 36
cash 21 – 21
creditors and accruals 12 – 12
deferred income 70 – 70
intangible assets purchased – 128 128
net identifiable liabilities assets  26 92 66
goodwill on acquisition – – 535
expected consideration to be paid including expenses – – 601
less purchase consideration withheld – – 62
net cash outflow – – 539
cash acquired – – 21
net cash outflow excluding cash acquired – – 518
notes
   assets            liabilities           net
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
plant and equipment 246 180 12 – 234 180
short term temporary differences 26 13 – – 26 13
trade losses – 390 – – – 390
intangible assets – – 1576 1499 1576 1499
share based payments 515 562 – – 515 562
deferred tax assetsliabilities 787 1145 1588 1499 801 354
 
15  deferred tax assets and liabilities
recognised deferred tax assets and liabilities
deferred tax assets and liabilities are attributable to the following
movement in deferred tax during the year
1 june  
2008
recognised 
in income
recognised
in equity
arising on 
acquisition
31 may  
2009
£000 £000 £000 £000 £000
plant and equipment 180 70 – 16 234
short term temporary differences 13 13 – – 26
trade losses 390 390 – – –
intangible assets 1498 306 – 384 1576
share based payments 561 97 143 – 515
354 96 143 400 801
notes continued
acquisitions continued
notes continued
deferred tax assets and liabilities  81ncc group annual report and accounts 2009 ncc group annual report and accounts 200982 
16 trade and other payables
17 deferred revenue
group group company company
2009 2008 2009 2008
£000 £000 £000 £000
trade payables 1217 965 – –
amounts owed to group undertakings – – 3714 2987
interest payable 3 4 – –
non trade payables 1807 1655 – –
deferred consideration on acquisition of subsidiary note 6 4539 6110 – –
accruals 3751 2536 226 172
11317 11270 3940 3 159
 
group group company company
2009 2008 2009 2008
£000 £000 £000 £000
deferred revenue 12406 11009 – –
12406 11009 – –
 
deferred revenue of £10246000 2008 £9043000 mainly consists of escrow 
agreement revenue that has been deferred to be released to the income statement 
over the contract term on a prorata basis 
deferred revenue of £2 160000 2008 £1 966000 consists of internet monitoring 
and load testing agreement revenue that has been deferred to be released to the 
income statement over the contract term on a prorata basis 
movement in deferred tax during the prior year
the company has deferred tax assets related to share based payments of £178000 2008 nil
1 june  
2007
recognised 
in income
recognised
in equity
arising on 
acquisition
31 may  
2008
£000 £000 £000 £000 £000
plant and equipment 137 43 – – 180
short term temporary differences 13 – – – 13
trade losses 815 425 – – 390
intangible assets 473 250 – 1275 1498
share based payments 1040 185 294 – 561
1532 317 294 1275 354
notes
notes continued
deferred tax assets and liabilities continued
notes continued
trade and other payables and deferred revenue  83ncc group annual report and accounts 2009 ncc group annual report and accounts 200984 
19 financial instruments
financial risk management
the group has exposure to the  
following risks from its use of  
financial instruments
• 	 c r e d i t 	 r i s k
• 	 l i q u i d i t y 	 r i s k
• 	 c u r r e n c y 	 r i s k
• 	 i n t e r e s t 	 r a t e 	 r i s k
the board has overall responsibility for 
establishing appropriate management of 
exposure to risk the audit committee 
oversees how management identify and 
address risks to the group 
capital management
the board’s policy is to maintain a 
strong capital base so as to maintain 
investor creditor and market confidence 
and to sustain future development of  
the business 
the group monitors capital on the basis 
of the gearing ratio this ratio is 
calculated as net debt divided by total 
capital net debt is calculated as total 
interest bearing loans as shown in the 
consolidated balance sheet less cash 
and cash equivalents total capital is 
calculated as equity as shown in the 
consolidated balance sheet plus net 
debt as at 31 may 2009 the group’s 
gearing ratio was 11 2008 8
financial instruments policy
all instruments utilised by the company 
and group are for financing purposes 
the daytoday financial management 
and treasury are controlled centrally for 
all operations 
fair value of financial instruments
as at 31 may 2009 the group and 
company had no other financial 
instruments than those disclosed below 
the carrying value of all financial 
instruments in these financial statements 
represents their fair value 
credit risk
credit risk 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
group
2009
group
2008
company
2009
company
2008
£000 £000 £000 £000
trade receivables 11193 10235 – –
cash and cash equivalents 3356 1142 1 12
14549 11377 1 12
 
this note provides information about the contractual terms of the group and 
company’s interest bearing loans and borrowings for more information about  
the group and company’s exposure to interest rate and foreign currency risk see 
note 19
other financial liabilities of £76000 relates to the balance of a rent free period 
2008 £92000 which is released to the income statement over the term of  
the lease 
18 non current liabilities
group
2009
group
2008
company
2009
company
2008
£000 £000 £000 £000
unsecured bank loan 9000 54 – –
issue costs 88 – – –
amortisation of issue costs 20 – – –
interest bearing loans 8932 54 – –
deferred tax note 15 1588 1499 – –
other financial liabilities 76 92 – –
total non current liabilities 10596 1645 – –
 
notes
exposure to credit risk
the carrying value of financial assets represents the maximum credit exposure the maximum exposure to credit risk at the 
reporting date was
notes continued
non current liabilities
notes continued
financial instruments  85ncc group annual report and accounts 2009 ncc group annual report and accounts 200986 
impairment losses
the ageing of trade receivables at the reporting date was 
the movement in the allowance in respect of trade receivables during the year was 
as follows
the group establishes an allowance for impairment that represents its estimate  
of incurred losses in respect of specific trade receivables 
the allowance accounts in respect of trade receivables are used to record impairment 
losses unless the group is satisfied that no recovery of the amounts owing  
is possible at that point the amount is considered irrecoverable and is written off 
against the financial asset directly the group reviews all debt more than 90 days 
past due and provides for impairment losses net of any revenue which has been 
deferred based on trading experience with that customer the ageing of group  
debt and associated impairment loss is reported to the board on a monthly basis
 group
2009
group
2008
company
2009
company
2008
£000 £000 £000 £000
not past due 5701 5210 – –
past due 030 days 3435 2640 – –
past due 3190 days 1897 2310 – –
past due more than 90 days 787 346 – –
11820 10506 – –
 
 group
2009
group
2008
£000 £000
balance at 1st june 271 116
impairment loss recognised 356 155
balance at 31st may 627 271
 
 
debtors by geographical segment
group
2009
group
2008
company
2009
company
2008
£000 £000 £000 £000
uk 9941 9489 – –
rest of europe 622 464 – –
rest of the world 630 282 – –
11193 10235 – –
 
 
debtors by business segment
group
2009
group
2008
company
2009
company
2008
£000 £000 £000 £000
escrow uk 3848 3829 – –
escrow europe 622 464 – –
escrow usa 630 282 – –
consultancy 1864 1922 – –
assurance testing 4229 3738 – –
11193 10235 – –
 
the maximum exposure to credit risk for trade receivables at the reporting date by 
geographic region was
the maximum exposure to credit risk at the reporting date by business segment was
the trade receivables of the group typically comprise amounts due from a large  
number of small customers the group’s customer base whilst concentrated largely  
in the uk represents a spread of industry sectors the largest amount due from a single 
customer at the reporting date represented 3 of total group receivables 2008 4 
all of the group’s cash is held with financial institutions of high credit rating
notes
notes continued
financial instruments continued financial instruments continued
notes continued  87ncc group annual report and accounts 2009 ncc group annual report and accounts 200988 
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 
where there is substantial exposure to currency risk hedging arrangements are  
put in place 
the group’s exposure to currency risk is as follows
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 rate 
the financial assets of the group at the end of the financial year were as follows
          2009                2008
 sterling euros usd sterling euros usd
£000 €000 000 £000 €000 000
loans and receivables 9941  622 630 9489 464 282
cash and cash equivalents 2187 773 396 331 271 539
    
unsecured bank borrowings 8932 – – 4500 – –
trade and other payables 10726 340 251 10491 749 30
 
 2009 2008
£000 £000
sterling denominated financial assets 2187 618
euro denominated financial assets 773 35
us dollar denominated financial assets 396 489
current trade and other receivables 14785 12351
18141 13493
 
carrying contractual 6 months 612 12 23
at 31st may 2009 amount cash flows or less months years years
£000 £000 £000 £000 £000 £000
unsecured bank borrowings 8932 8932 – – 8932 –
trade and other payables 11317 11317 11317 – – –
at 31st may 2008
unsecured bank borrowings 4500 4524 4524 – – –
trade and other payables 11270 11270 11270 – – –
 
liquidity risk
liquidity risk is the risk that the group 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 
revolving credit facility available forecast cash flows are reported to the board on 
a monthly basis the following are the contractual maturities of financial liabilities 
including interest payments of the group
the financial liabilities of the company all have contractual maturities within 6 months 
2008 within 6 months
notes
notes continued
financial instruments continued financial instruments continued
notes continued  89ncc group annual report and accounts 2009 ncc group annual report and accounts 200990 
20 share based payments 
the company has a number of share option schemes under which options to 
subscribe for the company’s shares have been granted to directors and staff  
details of which are illustrated in the tables below expected term of options 
represents the period over which the fair value calculations are based
approved emi scheme
under the approved emi scheme options granted will be subject to  
performance criteria options will vest if the average eps growth for the  
3 years following their grant is greater than 3 above rpi per annum  
the options are to be settled in equity
ltip schemes
the vesting condition for the award of the 2006 ltip scheme is split 5050 between 
total shareholder return tsr  eps the tsr condition compares the group’s 
tsr performance over the 3 year performance period with the tsr performance of 
the constituent companies of the ftse software and computer services index where 
the group’s tsr performance equates to median level in the comparator group 30 
of the award governed by the tsr condition will vest 100 of the award governed 
by the tsr condition will vest for upper quartile performance or above between 
these two points vesting will be determined on a straight line basis
 
date of grant 
expected term  
of options
exercisable  
between
exercise
price
2009 number 
outstanding
july 2004 6 years july 2007 – july 2014 £170 156553
july 2005 6 years july 2008 – july 2015 £2565 5847
july 2006 6 years july 2009 – july 2016 £270 9259
august 2007 6 years july 2010 – july 2017 £385 287 259
february 2008 6 years july 2010 – july 2017 £389 45351
 
the financial assets of the company at the end of the financial year were as follows
the financial liabilities of the group and their maturity profile is as follows
the financial liabilities of the company and their maturity profile is as follows
as at 31 may 2009 the group had a committed multioption credit facility of  
£15 million 2008 £10 million the interest payable on drawn down funds is 16  
above libor 2008 085
the revolving credit facility is available until july 2010 a change of 100 basis points  
in interest rates would not have a significant impact on these financial statements
 2009 2008
£000 £000
sterling denominated financial assets 1 12
1 12
 
 2009 2008
maturity £000 £000
less than 1 year – 4500
1 to 2 years 8932 –
2 to 3 years – –
3 to 4 years – –
current trade and other payables 11317 11270
sterling denominated financial liabilities 20249 15770
 
 2009 2008
maturity £000 £000
less than 1 year – –
1 to 2 years – –
2 to 3 years – –
3 to 4 years – –
current trade and other payables 3954 3159
sterling denominated financial liabilities 3954 3159
 
notes
notes continued
financial instruments continued share based payments
notes continued  91ncc group annual report and accounts 2009 ncc group annual report and accounts 200992 
the following tables illustrate the number of share options for the schemes
the weighted average share price at the time the share options were exercised in the 
year was £363 the weighted average share price at the time the share price was 
forfeited in the year was £375 
 
 
scheme
number of 
instruments as 
at 1 june 2007
instruments 
granted during 
the year
options 
exercised in 
the year
forfeitures  
in the year
number of 
instruments as 
at 31 may 2008
approved emi scheme 894141 – 729068 – 165073
approved emi scheme 13644 – – – 13644
approved emi scheme 9259 – – – 9259
approved emi scheme – 367 560 – 31705 335855
approved emi scheme – 49117 – 1 865 47 252
sharesave scheme 276477 – 274405 2072 –
sharesave scheme 36978 – 1998 5558 29422
sharesave scheme 24580 – – 1736 22844
sharesave scheme – 218389 – 38397 179992
ltip 169118 – 147 831 21287 –
ltip 261761 – – 31372 230389
ltip 280553 – – 35185 245368
ltip 53180 – – – 53 180
ltip – 316662 – – 316662
 
date of grant expected term  
of options
exercisable  
between
exercise
price
2009 number 
outstanding
july 2006 3 years june 2009 – june 2010 nil 245368
sept 2006 3 years june 2009 – june 2010 nil 53 180
oct 2007 3 years june 2010 – june 2011 nil 316662
oct 2008 3 years june 2011 – june 2012 nil 363062
 
date of grant expected term  
of options
exercisable  
between
exercise
price
2009 number 
outstanding
august 2006 325 years september 2009 – february 2010 £216 16181
august 2007 325 years september 2010 – february 2011 £324 157 331
august 2008 325 years september 2011 – february 2012 £286 140119
 
the eps condition governs the vesting of the remaining 50 of the ltip award and 
relates to the growth in the group’s eps over the performance period if growth is 
equal to 25 or more per annum then 100 of the award governed by the eps 
condition will vest if however growth is less than 10 per annum none of the award 
governed by the eps condition will vest between these two points vesting is 
determined on a straight line basis the options are to be settled in equity
the vesting condition for the award of the other ltip option schemes is based on 
eps growth if growth is equal to 25 or more per annum then 100 of the award 
governed by the eps condition will vest if however growth is less than 10 per 
annum none of the award will vest between these two points vesting is determined 
on a straight line basis the options are to be settled in equity
 the option exercise price is nil however £1 is payable on each occasion of exercise
sharesave scheme
the company operates a sharesave scheme which is available to all employees and full time 
executive directors of the company and its subsidiaries who have worked for a qualifying  
period all options are to be settled by equity
 
under the scheme the following options have been granted and are outstanding at year end notes
notes continued
share based payments continued share based payments continued
notes continued  93ncc group annual report and accounts 2009 ncc group annual report and accounts 200994 
the assumptions used in the model are illustrated in the table below
 the option exercise price is nil however £1 is payable on each occasion of exercise 
the expected volatility is based on the historical volatility adjusted for any expected 
changes to future volatility due to publicly available information for the options granted 
in the year ending 31 may 2009 dividend yield assumed at the time of option grant 
is 15 2008 13 
a charge of £1122000 2008 £934000 has been made to cost of sales in the 
group income statement in respect of share based payment transactions including 
£91 000 of provision for national insurance contributions 2008 £192000  
a charge of £350000 2008 £270000 has been made to cost of sales in the 
company income statement in respect of share based payment transactions 
 
 
grant date fair value at 
measurement 
date
exercise  
price
expected 
volatility
option  
expected  
term
riskfree 
interest  
rate
emi jul04 £066 £170 44 6 years 509
emi jul05 £107 £257 40 6 years 509
emi jul06 £078 £270 25 6 years 475
emi aug07 £119 £385 25 6 years 600
emi feb08 £127 £389 25 6 years 600
saye aug06 £081 £216 25 325 years 476
saye sept07 £113 £324 25 325 years 600
saye sept08 £120 £286 25 325 years 600
ltip jul06 £221 £nil 25 3 years 479
ltip sep06 £180 £nil 25 3 years 479
ltip oct07 £358 £nil 25 3 years 600
ltip oct08 £341 £nil 25 3 years 600
 
the weighted average share price at the time the share options were exercised in 
the year was £359
the weighted average share price at the time the share options were forfeited in the 
year was £355
the fair value of services received in return for share options is calculated with 
reference to the fair value of the award on the date of grant the fair value is spread 
over the period during which the employee becomes unconditionally entitled to the 
award adjusted to reflect actual and expected levels of vesting blackscholes 
binomial and monte carlo simulation models have been used to calculate the fair 
values of options on their grant date for all options issued after 7 november 2002 
which had not vested by 1 january 2005
 
 
scheme
number of 
instruments as 
at 1 june 2008
instruments 
granted during 
the year
options 
exercised in 
the year
forfeitures  
in the year
number of 
instruments as 
at 31 may 2009
approved emi scheme 165073 – 8520 – 156553
approved emi scheme 13644 – 7797 – 5847
approved emi scheme 9259 – – – 9259
approved emi scheme 335855 – – 48596 287259
approved emi scheme 47252 – – 1901 45351
sharesave scheme 29422 – 28740 682 –
sharesave scheme 22844 – – 6663 16181
sharesave scheme 179992 – – 22661 157331
sharesave scheme – 176262 – 36143 140119
ltip 230389 – 184815 45574 –
ltip 245368 – – – 245368
ltip 53180 – – – 53180
ltip 316662 – – – 316662
ltip – 393961 – 30899 363062
 
notes
notes continued
share based payments continued share based payments continued
notes continued  95ncc group annual report and accounts 2009 ncc group annual report and accounts 200996 
23  other financial commitments and contingent liabilities
a capital commitments at the end of the financial year for which no provision has 
been made are as follows
there are no contingent liabilities not provided for at the end of the financial year
b noncancellable operating lease rentals are payable as follows
2009 2008
£000 £000
contracted – 57
 
                 2009                 2008
land and 
buildings
£000
 
 other
£000
land and 
buildings
£000
 
 other
£000
within 1 year 124 76 84 104
in second to fifth year inclusive 769 223 569 132
893 299 653 236
 
21 called up share capital
22 cash and cash equivalents
during the year 45057 shares were issued in relation to the exercise of employee share 
options for a total consideration of £94000 settled in cash 
number of shares 2009 2008
£000 £000
authorised
ordinary shares of 1p each 50000000 500 500
500 500
allotted called up and fully paid
ordinary shares of 1p each at the beginning of the year 33619440 336 326
ordinary shares of 1p each issued in the year 45057 1 10
ordinary shares of 1p each at the end of the year 33664497 337 336
 
at beginning  
of year
cash flow non cash  
items
at end  
of year
£000 £000 £000 £000
cash and cash equivalents per balance sheet 1142 2330 116 3356
cash and cash equivalents per cash flow statement 1142 2330 116 3356
 
notes
notes continued
called up share capital and  
cash and cash equivalents
other financial commitments  
and contingent liabilities
notes continued  97ncc group annual report and accounts 2009 ncc group annual report and accounts 200998 
26 fixed asset investments
shares in group undertakings 
company £000
at 1st june 2007 29550
increase in subsidiary investment for share based charges 444
at 31st may 2008 29994
at 1st june 2008 29994
increase in subsidiary investment for share based charges 679
at 31st may 2009 30673
 
the cost represents the cost of acquiring the whole of the issued share capital of ncc 
group solutions limited and its subsidiary undertakings fixed asset investments 
are recognised at cost the principal undertakings in which the company’s interest at 
the year end is 100 are as follows
subsidiary undertakings country of incorporation principal activity
ncc group solutions limited england and wales escrow  consultancy services 
ncc services limited england and wales escrow  consultancy services 
ncc escrow international limited england and wales dormant
ncc group inc usa escrow
ncc group employees’ trustees limited england and wales employee benefit trust
ncc group gmbh germany escrow
escrow 4 software limited england and wales dormant
site confidence limited england and wales web site monitoring  load testing
secure test limited england and wales ethical security testing
escrow europe bv netherlands escrow
escrow europe deutschland gmbh germany escrow
escrow europe switzerland ag switzerland escrow
next generation security software limited england and wales ethical security testing
next generation security software llc usa ethical security testing
next generation security software pty australia ethical security testing
24 pension scheme
the group operates a defined contribution pension scheme that is open to all  
eligible employees the pension cost charge for the year represents contributions 
payable by the group to the fund and amounted to £429000 2008 £324000 
the outstanding contributions at the year end were £73 187 2008 £46870 
for the company the pension cost charge for the year represents contributions 
payable by the company to the fund and amounted to £52000 2008 £32000 
25 related party transactions  
the group and company’s transactions with directors are disclosed in the directors’ 
remuneration report
ncc group’s non executive chairman paul mitchell is a director of rickitt mitchell 
and partners limited and the group conducted business to the value of £220000 
2008  £236000 with rickitt mitchell and partners limited included within the 
charge is £160000 relating to advice received in connection with acquisitions made 
during the year ended 31 may 2009 the remaining £60000 relates to the services 
of the non executive chairman rickitt mitchell and partners limited also held 
7000 10p ordinary shares 2008 7000
notes
notes continued
pension scheme and  
related party transactions
fixed asset investments
notes continued  99ncc group annual report and accounts 2009 ncc group annual report and accounts 2009100 
directors 
paul mitchell  
non executive chairman
rob cotton
chief executive
paul edwards
finance director
james wallace 
senior non executive director
debbie hewitt
non executive director
eurfyl ap gwilym
non executive director
david mckeith
non executive director  
as from 29 july 2009
secretary 
felicity brandwood
registered office 
manchester technology centre
oxford road
manchester  
m1 7ef
registered number
4627044
joint brokers and corporate 
finance advisers 
altium capital limited
30 st james’s square
london
sw1y 4al
 
kbc peel hunt
111 old broad street
london
ec2n 1ph
corporate finance advisers 
rickitt mitchell  partners limited
clarence house
clarence street
manchester  
m2 4dw
auditors 
kpmg audit plc
8 salisbury square
london
ec4y 8bb
solicitors 
eversheds llp
70 great bridgewater street
manchester
m1 5es
bankers 
barclays bank plc
7th floor 1 marsden street
manchester  
m2 1hw
registrars
equiniti
aspect house
spencer road
lancing
west sussex  
bn99 6da
company 
information
the principal undertakings in which the company’s interest at the year end is less 
than 100 are as follows
interest country of incorporation principal activity
escrow europe nv 25 belgium escrow
escrow europe israel limited 25 israel escrow
escrow europe pty limited 25 south africa escrow
deposit ab 25 sweden escrow
notes continued
fixed asset investments continued
company  
information  101ncc group annual report and accounts 2009 ncc group annual report and accounts 2009102 
uk offices
head office
manchester technology centre
oxford road
manchester
m1 7ef
united kingdom
phone 44 0 161 209 5200
fax 44 0 161 209 5100
email responsenccgroupcom
dorking
st martins house
st martins walk
dorking
surrey
rh4 1uw
united kingdom
phone 44 0 870 850 8520
fax  44 0 870 850 8521
email infositeconfidencecom
london
floor 4 
tavistock house north
london
wc1h 9hr
united kingdom
phone 44 0 207 383 9170
fax 44 0 207 383 9179
sutton
52 throwley way
sutton
surrey sm1 4bf
united kingdom
phone 44 0 208 401 0070
fax 44 0 208 401 0076
email salesngssoftwarecom
thame
eastern bypass
thame
oxfordshire
ox9 3ff
united kingdom
phone 44 0 1844 210 300
fax 44 0 8709 908 423
email securetestnccgroupcom
european offices
the netherlands
herengracht 414 
1017 bz  
amsterdam 
phone 31 20 620 7151 
fax 31 20 420 1733 
email infoescroweuropecom
germany
heimeranstrasse 37
d80339 
munchen
germany
phone 49 0 89 599 7620
fax 49 0 89 599 762 599
email europenccgroupcom
switzerland
ibelweg 18a 
ch6300 zug  
zurich 
phone 41 041 763 2800 
fax 41 041 763 2801 
email infoescroweuropech
north american office
us
1731 technology drive
suite 880
san jose
ca 95110
usa
phone 1 408 441 4660
fax 1 408 441 4658
email usanccgroupcom
contact  
us
company  
information


Summary:
 senior management
the senior management team 
detailed on pages 2730 is 
responsible for the operation of the 
group’s two divisions the group 
is currently recruiting a group 
managing director for the escrow 
businesses 
the members of the senior 
management team include
john redeyoff 
group development director 
assurance division
john redeyoff is responsible for 
the strategic development of new 
services and markets in particular our 
365 assured security and monitoring 
services having joined ncc group  
in 2003 as a director of consultancy 
roger rawlinson 
managing director 
assurance division
roger rawlinson is responsible for the 
operational management of the group’s 
assurance division he has worked 
for ncc group for over ten years in 
a variety of testing and consultancy 
roles and was appointed a director of 
consultancy in 2004
andy hague  
operational director 
secure test
reporting to roger rawlinson  
andy hague joined ncc group in  
2006 and is responsible for the 
operational delivery and technical 
development for secure test he  
was previously managing director  
at technology company xal group
felicity brandwood 
group company secretary  
and operational director
escrow uk  usa
felicity brandwood a qualified solicitor 
was appointed a director of escrow 
in 2006 alongside her role as group 
company secretary having joined the 
group in 1984 felicity is responsible 
for operational controls and processes 
for group escrow and for escrow us 
jon leigh  
operational director
escrow uk  europe
jon leigh has been director 
of escrow uk since 2003 he 
is responsible for the product 
development and sales strategies 
for escrow uk and europe with 
a background in testing he has 
worked for ncc group for over  
20 years and previously held a 
variety of senior management roles
 27ncc group annual report and accounts 2009 ncc group annual report and accounts 200928 
 stronger
together
senior management
business review niels hagels 
operational director 
escrow europe 
niels hagels joined ncc group 
in 2005 and is responsible for 
the day to day management of 
the escrow europe group of 
businesses prior to joining  
the group he was commercial 
director of escrow europe 
having previously managed 
a number of it and internet 
companies
craig motta 
operational director 
north america  escrow us
craig motta joined ncc group as  
general manager of escrow us  
in 2006 following the acquisition 
of the escrow business of recall 
total information management he 
is responsible for the day to day 
activities of the us businesses he 
previously held a number of senior 
manager and director positions
rob horton  
operational director  
ngs
reporting to roger rawlinson  
rob horton joined ncc group on the 
acquisition of ngs and is responsible 
for the operational delivery and technical 
development for ngs
bob dowson 
operational director
site confidence 
bob dowson is responsible for 
the operational management and 
development of site confidence 
the group’s web site performance 
and load testing business he 
joined the company in 2002 from  
forrester research 
nathan jackson
director of consultancy
reporting to roger rawlinson nathan 
jackson is director of the consultancy 
assurance practice and is responsible for 
the strategic development direction and 
delivery of the group’s comprehensive 
range of risk compliance and 
assurance services and manages a  
team of experienced security consultants 
 29ncc group annual report and accounts 2009 ncc group annual report and accounts 200930 
 stronger
together
senior management
business review  31ncc group annual report and accounts 2009 ncc group annual report and accounts 200932 
principal risks and uncertainties
the principal financial risks and 
uncertainties the group faces are 
described in note 19 to the annual  
report and accounts 
the group faces operational risks and 
uncertainties which the directors take all 
reasonable steps possible to mitigate 
however the directors recognise that 
they can never be eliminated completely 
the principal operational risks and 
uncertainties the group faces include 
those in relation to the recruitment of 
additional staff to meet the group’s 
ambitious growth plans the entry of a 
significant competitor to threaten the 
group’s leading position in its domestic 
escrow market the occurrence of 
unforeseen difficulties in the integration  
of future acquisitions the group may 
enter into and the dependence on  
key executives and senior managers 
there are no persons with whom the 
company has contractual or other 
arrangements that are deemed to be 
essential to the group
risk and uncertainties outside the  
group’s control include those relating 
to the implementation of changes in 
government policy for the procurement 
of it services and alterations to the 
legislative and taxation framework in  
which the group operates
disclosure of information  
to auditors
the directors who held office at the 
date of approval of this directors’ 
report confirm that so far as they are 
each aware there is no relevant audit 
information of which the company’s 
auditors are unaware each director  
has taken all the steps that they ought 
to have taken as a director to make 
themselves aware of any relevant audit 
information and to establish that the 
company’s auditors are aware of  
that information
auditors
kpmg audit plc has expressed 
its willingness to continue in office 
therefore in accordance with section 
489 of the companies act 2006 a 
resolution to reappoint kpmg audit plc 
as the group’s auditor and authorising 
the directors to fix the remuneration of 
the auditor will be put to the forthcoming 
annual general meeting
annual general meeting
the notice of the company’s annual 
general meeting to be held at the 
manchester technology centre is sent 
to shareholders with this annual report 
along with details of the business to be 
proposed and explanatory notes
by order of the board
rob cotton
chief executive
ncc group plc
1 july 2009
directors’
report
the directors present their annual report 
and financial statements for the year 
ended 31 may 2009
principal activity and review of  
the business
the principal activity of the group is the 
independent provision of it assurance 
through escrow and assurance testing 
to both the public and private sectors 
worldwide the performance in the year 
and the year end financial position were 
satisfactory and the directors expect 
the group to continue its growth for the 
foreseeable future 
the chairman’s report on pages 11 to 14 
as well as the chief executive’s review 
on pages 15 to 20 report on the group’s 
development during the year to 31 may 
2009 its position at that date and the 
group’s likely future development 
any forward looking statements made in 
this document represent management’s 
best judgment as to what may occur in 
the future however the group’s actual 
results for the current and future fiscal 
periods and corporate developments 
will depend on a number of economic 
competitive and other factors some of 
which will be outside the control of the 
group such factors could cause the 
group’s actual results for future periods 
to differ materially from those expressed 
in any forward looking statements made 
in this document
the financial results of the group are 
shown in the income statement on  
page 52
dividends
the directors propose a final dividend 
of 625p per ordinary share which 
together with the interim dividend of 30p 
per ordinary share paid on 27 february 
2009 makes a total dividend of 925p 
for the year the final dividend has not 
been accrued for in these financial 
statements the final dividend will if 
approved by shareholders at the annual 
general meeting agm be paid on 25 
september 2009 to shareholders on the 
register at the close of business on 28 
august 2009 the exdividend date will 
be 26 august 2009
the company received dividends of 
£20m 2008 £40m from subsidiary 
undertakings during the financial year
share capital
details of the movements of the  
authorised and called up share capital  
of the company are set out in note 21  
to the financial statements
directors and their interests
details of the company’s current 
directors are set out on pages 25 to 30 
directors’ interests in shares and share 
options in the company are detailed in 
the directors’ remuneration report set out 
on pages 39 to 45
corporate social responsibility
the corporate social responsibility 
section on pages 47 to 48 provides 
an update on the group’s policies 
and activities in respect of its wider 
stakeholders  employees clients 
suppliers and the community – and 
environmental ethical and health and 
safety issues
the principal 
activity of the 
group is the 
independent 
provision of 
it assurance 
through 
escrow and 
assurance 
testing
ordinary shares of 1p  of issued share capital
axa framlington investment management 4274507 1270
ako capital llp 3522929 1046
legal  general investment management 3255362 967
montanaro inv managers 2540000 755
rob cotton 1594212 474
seb asset management 1360599 404
hansa capital limited 1250000 371
standard life investment management 1151427 342
jp morgan asset management 1096823 326
principal shareholders
the following have notified the company as being interested in 3 or more of the company’s issued ordinary share capital as at 
30 june 2009
business review  33ncc group annual report and accounts 2009 ncc group annual report and accounts 200934 
the non executive chairman paul mitchell is responsible for the running of the 
board executive responsibility for the running of the group’s business rests with the 
two executive directors rob cotton and paul edwards who are supported in this by 
the operational board of ncc group
 
the board normally meets on a monthly basis during the year the board met on 12 
scheduled occasions 
the board conducted a self evaluation on its effectiveness in february 2009 and has 
concluded no significant amendments are required to its operating procedures of the 
board as a result of the review in addition a review of the chairman’s performance 
was conducted in january 2009 by the other non executive directors and no actions 
were felt necessary to improve the chairman’s effectiveness 
the attendance of individual directors at the scheduled board meetings is shown in 
the table below
a measure
of strength
board audit
committee
remuneration
committee
nomination
committee
paul mitchell non executive chairman chairman – member chairman
rob cotton chief executive member – – member
paul edwards finance director member – – –
james wallace senior non executive director member chairman member member
debbie hewitt non executive director member member member member
eurfyl ap gwilym non executive director member member chairman member
corporate
governance
ncc group is committed and is accountable to shareholders for high standards of 
corporate governance in respect of the year ended 31 may 2009 ncc group has been in 
full compliance with the provisions of section 1 of the june 2008 revised combined code 
on corporate governance
this statement describes how principles of corporate governance are applied to the group
the board
the board comprises two executive and four non executive directors whose board and 
committee responsibilities are set out in the table below
board
meetings attended
paul mitchell non executive chairman 1212
rob cotton chief executive 1212
paul edwards finance director 1212
james wallace senior non executive director 1112
debbie hewitt non executive director 78
eurfyl ap gwilym non executive director 1012
governance  35ncc group annual report and accounts 2009 ncc group annual report and accounts 200936 
after careful review the board has 
again concluded that james wallace 
eurfyl ap gwilym and debbie hewitt 
were independent in coming to this 
assessment the board considered the 
character of the individuals concerned 
and the fact that none of them
• 	 	 has	ever	been	an	employee	of	 
the group
• 	 	 has	ever	had	a	material	business	
relationship with the group
• 	 	 receives	any	remuneration	other	than	
their fees
• 	 	 has	close	family	ties	with	advisors	
other directors or senior management 
of the group that could reasonably be 
expected to cause a conflict
• 	 	 has	significant	links	with	other	
directors through involvement with 
other companies
• 	 	 represents	a	significant	 
shareholder or
• 	 	 has	served	on	the	ncc	group	board	
for more than nine years
the board is responsible to 
shareholders for the proper management 
of the group and for its system of 
corporate governance it receives 
information on at least a monthly 
basis to enable it to review trading 
performance forecasts and strategy  
and it has a schedule of matters 
specifically reserved for its decision  
the most significant of these are
• 	 	 changes	to	the	structure	size	and	
composition of the board
• 	 	 consideration	of	the	independence	of	
non executive directors
• 	 	 review	of	management	structure	and	
senior management responsibilities
• 	 	 with	the	assistance	of	the	
remuneration committee  
approval of remuneration policies 
across the group
• 	 	 approval	of	strategic	plans	profit	
plans and budgets and any material 
changes to them
• 	 	 oversight	of	the	group’ s	operations	
ensuring competent and prudent 
management sound planning  
an adequate system of internal  
control and adequate accounting  
and other records
• 	 	 final	approval	of	annual	accounts	and	
accounting policies
• 	 	 approval	of	the	dividend	policy
• 	 	 approval	of	the	acquisition	or	disposal	
of subsidiaries and major investments 
and capital projects
• 	 	 delegation	of	the	board’ s	powers	
and authorities including the division 
of responsibilities between the 
chairman the chief executive and 
other executive directors and
• 	 	 receiving	reports	on	the	views	of	the	
company’s shareholders
operational management of the group  
is delegated to the operating board of 
ncc group
procedures exist to allow the directors 
to seek independent legal and 
professional advice in respect of their 
duties at the company’s expense where 
the circumstances are appropriate 
during the year a training course was 
run to remind the directors of their 
responsibilities as well as to inform them 
of the changes made by the companies 
act 2006 in addition all of the directors 
have access to the company secretary 
for advice
all directors are required to submit 
themselves for reelection at regular 
intervals and at least every three years
the following formally constituted 
committees deal with specific aspects  
of the group’s affairs in accordance  
with their written terms of reference 
which are reviewed regularly
audit committee
the audit committee which is  
chaired by james wallace who is  
a member and former chairman of  
other plc audit committees comprises 
three independent non executive 
directors and meets at least three  
times a year the chairman chief 
executive finance director and  
external auditors attend these meetings 
as required by the committee
the purpose of the committee is to 
assist the board in the discharge of its 
responsibilities for financial reporting  
and corporate control and to provide 
a forum for reporting by the external 
auditors the responsibilities of the 
committee include
• 	 	 to	consider	liquidity	risk	and	the	going	
concern of the group
• 	 	 to	monitor	the	integrity	of	the	financial	
statements and review significant 
financial reporting judgements 
contained in them
• 	 	 to	review	the	company’ s	internal	
financial control system and risk 
management systems
• 	 	 to	make	recommendations	to	the	
board in relation to the appointment of 
the external auditors and to approve 
the remuneration and terms of 
engagement of the external auditors
• 	 	 to	review	and	monitor	the	external	
auditors’ independence objectivity 
and effectiveness
• 	 	 to	develop	and	implement	policy	
on the engagement of the external 
auditors to supply nonaudit services
• 	 	 to	monitor	the	company’ s	 
whistleblowing procedures and
• 	 	 to	review	regularly	the	need	for	an	
internal audit function
the attendance of individual committee 
members at audit committee meetings 
is shown in the table below
during the year the audit committee 
considered the following issues
• 	 	 the	appropriate	valuation	techniques	
to be utilised in valuing share options 
under ifrs
• 	 	 the	areas	of	judgement	in	the	 
financial statements including the 
valuation of intangible assets and 
goodwill impairment
• 	 	 the	requirement	for	a	formal	internal	
audit function
• 	 	 the	independence	of	rickitt	mitchell	
as corporate finance advisors
• 	 	 the	level	of	fees	payable	to	kpmg	
audit plc in respect of nonaudit work
• 	 	 the	separation	of	the	audit	non	audit	
and tax work and appointment of the 
appropriate advisors
• 	 	 various	tax	issues	within	the	 
group and
• 	 corporate	governance	issues
meetings attended
james wallace 33 
debbie hewitt 22
eurfyl ap gwilym 33
the nomination 
committee met 
three times in the 
year in particular 
to discuss and 
plan succession 
for all key  
senior executives 
in the business
the company 
values the views 
of shareholders 
and recognises 
their interests 
in the group’s 
strategy and 
performance
corporate
governance
continued
governance  37ncc group annual report and accounts 2009 ncc group annual report and accounts 200938 
ncc group does not have a dedicated 
internal audit function although regular 
internal audits are conducted under the 
group’s iso 9001 accredited quality 
assurance process and at the request 
of the audit committee the board 
has considered the need for an internal 
audit function and believes that current 
arrangements are adequate given the 
structure of the group’s accounting 
function and the size of the group
auditor independence
the company operates a rigorous policy 
designed to ensure that the auditors’ 
independence is not compromised by 
their undertaking inappropriate non
audit work every five years the audit is 
put out to formal tender to ensure that 
independence is maintained the last 
time this took place was 2006 the next 
formal date for tender will be in 2011 
all significant pieces of non audit work 
are put to informal tender to suitable 
parties upon review as to suitability  
and price the work will then be placed  
to the provider recommended after 
approval by the audit committee the 
audit committee has delegated the 
placing of financial non audit work 
under £25000 to the discretion of the 
executive directors 
the audit committee has undertaken its 
annual review of the nature and amount 
of nonaudit work undertaken by the 
external auditors to satisfy itself that there 
is no effect on their independence
going concern
the directors are satisfied that the  
group has adequate resources to 
continue in operational existence for the 
foreseeable future a period of not less 
than 12 months from the date of this 
report for this reason they continue 
to adopt the going concern basis in 
preparing the financial statements  
see page 59 for the note on the basis 
of preparation
communication with shareholders
the company values the views of 
shareholders and recognises their 
interests in the group’s strategy and 
performance it holds briefings with 
institutional fund managers analysts 
and other investors including staff 
shareholders primarily following the 
announcement of interim and preliminary 
results as well as at other times during 
the year as may be appropriate 
the company’s programme of  
investor relations activities is designed 
to ensure that the investing community 
receives a balanced and consistent  
view of the group’s performance all 
shareholders are welcomed to the  
annual general meeting at which the 
board of directors are available to  
answer questions from shareholders 
communication is also provided  
through the annual report the interim 
report and the investor relations  
area on the company’s web site  
wwwnccgroupcom on which financial 
and other information is available and 
regularly updated
the board receives reports from  
the group’s brokers twice a year  
that communicate feedback from 
institutional shareholders 
it reviews analyst coverage of the group 
every month and receives reports twice a  
year from its financial public relations 
advisors regarding the views of analysts 
there were no meetings between the 
investors and non executive directors  
as none were requested or required 
by order of the board
rob cotton
chief executive
ncc group plc
1 july 2009
remuneration committee
the remuneration committee  
which is chaired by eurfyl ap gwilym  
and comprises the non executive 
directors meets at least three times a 
year and additionally as required it is 
responsible for reviewing remuneration 
arrangements for members of the  
board and other senior employees of 
the group and for providing general 
guidance on aspects of remuneration 
policy throughout the group
the attendance of individual committee 
members at remuneration committee 
meetings is shown in the table below
the directors’ remuneration report is 
set out on pages 39 to 45
nomination committee
the nomination committee is chaired 
by paul mitchell and comprises the 
chief executive and the non executive 
directors the committee is responsible 
for proposing candidates to the board 
having regard to the balance and 
structure of the board the committee 
met three times in the year in particular 
to discuss and plan succession for all key 
senior executives in the business
internal  control
the board is responsible for establishing 
and maintaining the group’s system of 
internal control internal control systems 
are designed to meet the particular 
needs of the group and the risks to 
which it is exposed by their nature 
however internal control systems 
are designed to manage rather than 
eliminate the risk of failure to achieve 
business objectives and can provide only 
reasonable and not absolute assurance 
against material misstatement or loss
meetings 
attended
paul mitchell 55
james wallace 55 
debbie hewitt 33
eurfyl ap gwilym 55
meetings 
attended
paul mitchell 33
rob cotton 33
james wallace 33
debbie hewitt 22
eurfyl ap gwilym 33 
internal 
control 
systems are 
designed 
to meet the 
particular 
needs of the 
group and the 
risks to which 
it is exposed
key elements of the internal 
control system are described 
below these have all been in 
place throughout the year and 
up to the date of this report  
and are reviewed regularly by 
the board
•  clearly defined management 
structure and delegation of 
authority to committees of the 
board subsidiary boards and 
associated business units
•  clearly documented internal 
procedures set out in the 
group’s iso 90012000  
accredited quality manual
•  high recruitment standards 
and formal career development 
and training to ensure the 
integrity and competence  
of staff
•  regular and comprehensive 
information provided to 
management covering 
financial performance and 
key performance indicators 
including nonfinancial 
measures
•  a detailed budgeting 
process where business  
units prepare budgets  
for the coming years and  
rolling threeyear strategic 
plans which are approved  
by the board
•  procedures for the approval 
of capital expenditure and 
investments and acquisitions
•  monthly monitoring and 
reforecasting of results 
against budget with major 
variances followed up and 
management action taken 
where appropriate
•  regular internal audits 
of key processes and  
procedures under the  
group’s iso 9001  
accredited quality  
assurance process
•  ongoing procedures to 
identify evaluate and  
manage significant risks  
faced by the business in 
accordance with the  
guidance of the turnbull 
committee on internal  
controls and procedures  
to monitor the control  
systems in place to reduce 
these risks to an acceptable 
level and
•  formal consideration of 
progress made against 
significant business risks  
at monthly operational  
board meetings
corporate
governance
continued
governance