• Appointment of a new Chief Financial Officer.
• Reports from the Chairmen of the Audit, Remuneration and
• Merger and acquisition opportunities.
• The disposal of non-core assets.
In addition to the scheduled meetings described above, ad hoc Board meetings
were also convened at short notice in 2016, to deal with the following matters:
• Agreeing the Nomura bridging loan for repaying the Cerberus loan
in February 2017.
• Consideration of potential corporate transaction opportunities.
• Adopting the Company's distribution policy and the payment of a special dividend.
Board meetings are usually held in Gibraltar, where the Group's gaming business
is headquartered. The Company's articles of association prohibit any Board or
Board Committee meeting from being held in the United Kingdom.
Meetings without Executive Directors present
The UK Corporate Governance Code recommends that the Chairman meets with
the Non-executive Directors without the Executive Directors present at least once
a year. This meeting will happen in connection with the annual Board performance
evaluation process, however, it is not unusual for the Chairman to conduct these
meetings more frequently, particularly if the Company is contemplating a significant
transaction. The Chairman reports back to the full Board any recommendations
arising from these meetings.
How does the Board decide on making changes
to its membership?
The Board has adopted a formal and transparent procedure for the appointment
of new Directors by appointing a Nominations Committee to lead the process of
appointment and make recommendations to the Board. The Nominations Committee
also advises the Board on its structure, size, composition and matters of Director
and senior management succession. A report from the Nominations Committee
on its work appears on pages 44 to 45.
How do Directors develop in the role and fulfil
A full induction programme is provided to new Directors, which is specifically
tailored to the needs and experience of the new Director and the committees on
which they sit. The programme provides corporate governance information provided
by the Company Secretary which is both general in nature (eg UK Corporate
Governance Code, remuneration best practice) and specific to the Company
(eg the risk register, etc.). New Directors may also meet with the Company's
external auditors and advisers as part of the induction process. After the induction
programme from time to time the Company Secretary notifies Directors of courses
and seminars conducted by corporate governance bodies and professional advisers
that Directors may find helpful.
Working with the Chairman the Company Secretary ensures good information
flows within the Board and its committees and between senior management
and the Non-executive Directors. The Company Secretary is the guardian of all
Board procedures and advises the Chairman and other Directors when required.
Agendas and accompanying reports are prepared for each Board or committee
meeting and circulated via a secure data-room in advance of each meeting.
Between scheduled meetings, Directors are updated on business developments
with email reports, management accounts and regulatory updates and, where
necessary, the Chairman of the Board or the Chairman of a committee will convene
a conference call to discuss and reach agreement on material urgent matters.
The Company Secretary is available to all Directors to offer guidance and advice
on corporate governance, company law and share plan matters. The Company
Secretary presents a report at each Board meeting updating the Directors on
share capital and shareholder changes, Group corporate structure changes and
corporate governance developments. GVC's Head of Legal is also available to all
Directors to provide advice on general legal and regulatory issues. In addition, a
formal procedure has also been adopted allowing Directors to seek independent
professional advice where they believe it is necessary in order for them to fulfil their
duties to the Company. Board committees are also authorised by the Board under
their terms of reference to retain external advice as required for each committee
to carry out its duties.
In accordance with best practice, the Board conducts an evaluation of the
performance of the Board, its committees, individuals and the Chairman. For the
2016 evaluation process, the Directors followed the process described in the chart
below. A third party advisory firm was not engaged on this occasion to facilitate the
exercise, but in accordance with the Code's recommendation, the Board will retain
such a firm to support the annual evaluation process at least once every three years.
A list of evaluation questions is drawn up by the Chairman in consultation with the Company
Secretary. Any questions relating to the performance of the Chairman of the Board are set
by the SID in consultation with the Company Secretary.
The questions are circulated to the Directors via a secure website and are answered online.
The Secretary collates the results and reports the results to the Chairman and the feedback on the
Chairman's performance to the SID.
The Chairman discusses the results of the
Board, individual and committee performance
evaluations with the Board and with individual
Directors where necessary. Possible options for
addressing any issues arising from the review
are considered and action agreed.
The SID meets with the Non-executive Directors
to review the results of the evaluation of
the Chairman's performance. The SID then
discusses with the Chairman these results and
any further feedback from the Non-executive
For the purpose of conducting the 2016 review only, because the Company did not
have a SID, Stephen Morana, the Audit Committee Chairman, stepped in to fulfil the
SID's role in this evaluation process.
What came out of the first performance
Matters identified Action taken
More regular access to the senior
To begin from the next Board meeting
Risk mitigation management The Board and Audit Committee to more
effectively challenge management on the
mitigating action taken to manage risk
Increase knowledge and understanding
of executive remuneration practices
Greater access to be given to PwC, the
remuneration consultant, beginning with the
design of the new 2018 remuneration policy