The Board has established Nomination, Remuneration, ESG, and Audit and Risk Committees, each with formally delegated duties and responsibilities with written terms of references.
From time to time, separate committees may be set up by the Board to consider specific issues when the need arises. Committees of the Board have no executive power with regard to their recommendations and do not relieve the Directors of their responsibility for these matters.
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board. The Committee is responsible for evaluating the balance of skills, experience, independence and knowledge on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors, and will make appropriate recommendations to the Board on such matters. The Nomination Committee also considers succession planning, taking into account the skills and expertise that the Board will require in the future.
The Nomination Committee is composed of three members, two of whom are Independent Non-Executive Directors (Nigel Brewster and Colin Sturgeon), and Neil Goulden, the Chairman of the Board. Colin Sturgeon is chair of the Nomination Committee.
The Nomination Committee meets formally at least twice a year and otherwise as required.
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, determining the individual remuneration and benefits package of each of the Executive Directors and recommending and monitoring the remuneration of senior management below Board level.
The membership of the Remuneration Committee comprises of three Independent Non-Executive Directors (Jim Ryan, Nigel Brewster and Andria Vidler) with Neil Goulden, the Chairman of the Company, to attend from time to time, as an observer. Jim Ryan is the chair of the Remuneration Committee.
The Remuneration Committee meets formally at least twice a year and otherwise as required.
Audit and Risk Committee
The Audit & Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company’s annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment, reappointment, removal and independence of external auditors, and reviewing the effectiveness of the Company’s internal audit activities, internal controls and risk management systems. The Group has engaged BDO as their external auditor since 2014. The ultimate responsibility for reviewing and approving the annual report and accounts and the interim financial statements, including the half-yearly reports, remains with the Board.
The Audit & Risk Committee is also responsible for (i) advising the Board on the Company’s risk strategy, risk policies and current risk exposures; (ii) overseeing the implementation and maintenance of the overall risk management framework and systems; (iii) reviewing the Company’s risk assessment processes and capability to identify and manage new risks; and (iv) establishing, reviewing and maintaining procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The membership of the Audit & Risk Committee comprises three Independent Non-Executive Directors (Nigel Brewster, Jim Ryan and Colin Sturgeon), with Keith Laslop attending from time to time as an observer. Each of the members of the Audit & Risk Committee is considered ‘independent’ and ‘financially literate’. Nigel Brewster is the chair of the Audit & Risk Committee.
The Audit & Risk Committee meets formally at least four times a year and otherwise as required.
Environmental, Social & Governance (“ESG”) Committee
The ESG Committee assists the Board in determining its responsibilities in relation to responsible gaming, sustainability and stakeholder engagement. The Committee is responsible for reviewing the framework of policies and controls in place by the Company which supports vulnerable members, maintains fairness and integrity of the gaming and trading systems, manages the Company’s relationships with stakeholders, and reduces the environmental impact of the business. The ESG committee also considers appointment of third parties to advise on ESG policies and practices.
The ESG Committee is composed of three members, two of whom are Independent Non-Executive Directors (Andria Vidler and Katie Vanneck-Smith), and Neil Goulden, the Chair of the Board. Andria Vidler is the chairman of the ESG Committee. The Group’s Sustainability Director, who reports into the CEO, is invited to all ESG Committee meetings and provides updates on the Group’s approach.
The ESG Committee meets formally at least twice a year and otherwise as required. The Chair of the ESG Committee updates the Board on the Committee’s activities.