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Annual Report & Accounts 2016 - Governance
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40 GVC Holdings PLC Annual Report 2016 How does the Board ensure it is effective? Composition The Board has a majority of Non-executive Directors. Drawing on their various backgrounds and extensive executive and business experience, the Non-executive Directors engage with the Executive Directors, who manage the day to day business, in formulating the direction and strategy of the Company. The Non-executive Directors oversee the implementation of this strategy and challenge management when appropriate. In accordance with the UK Corporate Governance Code, a majority of the Directors, excluding the Chairman, are deemed to be independent, helping to ensure the Company is run in the interests of all shareholders. The Chairman was deemed to be independent on appointment. CHAIRMAN LEE FELDMAN Independent Non-independent Non-executive Executive Karl Diacono Peter Isola Stephen Morana Will Whitehorn Norbert Teufelberger Kenneth Alexander Paul Miles (Richard Cooper until 28.02.17) Knowledge and experience The Directors have a wide range of backgrounds and extensive knowledge of many sectors: • Accountancy • Electronic payments • Entertainment • Finance and investment • Gaming • Healthcare • Insurance • Law and regulation • Property • Retail • Technology • Transport Diversity The Board is also diverse geographically, with nationals from the USA, UK, Austria, Gibraltar and Malta. This aids the Board's discussions and decision-making process given our businesses operate in international markets. For the last six years there has been general encouragement for companies to appoint more women as directors, in recognition that more than half the world's population is female and they may encourage an improved Board decision-making process, with more insightful and balanced deliberations. The GVC Board supports the rationale for seeking greater gender diversity on boards of directors and considers this diversity matter during the recruitment process. It is GVC's aim to have at least one women serving on the Board in the next 12 months, although the Board is mindful that gender is one of a handful of key areas of consideration and the Board will always focus on a candidate's experience, knowledge and skills as critical selection drivers. Tenure and succession To ensure the independent directors continue to be independent in character and judgement, the UK Corporate Governance Code recommends that Non-executive Directors should not serve for more than nine years from the date on which they are first elected by shareholders. The tenures of the current directors deemed by the Board to be independent are as follows: Director First election Tenure Karl Diacono 2009 8 Peter Isola 2016 1 Stephen Morana 2016 1 Will Whitehorn 2017 0 Regular meetings During 2016 the Board had five scheduled meetings. Attendance at these meetings was as follows: Director Meetings entitled to attend Meetings actually attended Kenneth Alexander 5 5 Richard Cooper 5 5 Karl Diacono 5 5 Lee Feldman 5 5 Peter Isola 4 4 Stephen Morana 4 4 Norbert Teufelberger 4 4 These meetings covered the following areas of business: • The legal mechanics of effecting the acquisition of bwin.party. • The appointment of two new independent Non-executive Directors. • Regular reports from the Executive Directors. • Regular reports from the senior executive team on operations, business integration, product development, regulatory developments, litigation and investor relations. • 2015 audited Annual Report. • Planning the step up to the Premium Listing. • Implementing various corporate governance steps expected of a Premium Listed company. • BREXIT contingency planning. • Block listing shares in regard to various share plans. • Preparing for the 2016 AGM. • Reviewing and approving all steps required for the step up to a Premium Listing, including the working capital and FPPP reports and audited financial statements. • Options for refinancing the loan from Cerberus taken up to facilitate the financing of the acquisition of bwin.party. • Review of the Group's tax strategy and management. • Appointment of a Disclosure Committee to assist with compliance with the Company's new Market Abuse Regime obligations. • Approving the 2016 half year results. Governance continued EFFECTIVENESS: GOVERNANCE CONTINUED