Committee Reports
Introduction
The Company recognises the importance of the principles of good corporate governance and the Board is pleased to report its commitment to high standards throughout the year. As an AIM listed company Playtech is not required to follow the provisions of the UK Corporate Governance Code (the "Code") as set out in the Financial Services Authority Listing Rules.
The Board is accountable to the Company’s shareholders for good governance and the statement set out below describes how the Group applies the principles identified in the Code.
The Board Constitution and Procedures
The Company is controlled through the Board of Directors, which currently comprises two Executive and three Non Executive Directors. Pursuant to the Code, the Chairman is not considered to be independent as he holds options in the Company. However, Alan Jackson and Barry Gibson are considered by the Board to be independent of management and free of any relationship, which could materially interfere with the exercise of their independent judgment. To safeguard the independence of the Company’s Non-executives they are not entitled to vote on any matter in which they have a material interest without prior approval of the Board.
The Chairman is primarily responsible for the running of the Board. He ensures that all Directors receive sufficient relevant information on financial, business and corporate issues prior to meetings. Any specific actions arising during meetings are agreed by the Board and a comprehensive follow-up procedure ensures their completion. The Chief Executive’s responsibilities focus on coordinating the Group’s business and implementing Group strategy. Regular interaction between the Chairman and Chief Executive between meetings ensures the Board remains fully informed at all times.
The principal role of the Board is the protection and advancement of shareholders’ interests. A formal schedule of matters reserved for consideration by the Board gives it responsibility for overall Group strategy, acquisition and investment policy, approval of major capital expenditure projects and consideration of significant financing matters. The Board also reviews the strategic direction of the Group, any codes of conduct, annual budgets, progress towards achievement of these budgets and any capital expenditure programmes. The Directors have access to the advice and services of the Company Secretary and all Directors are able to take independent professional advice in the furtherance of their duties if necessary. All Directors, in accordance with the Code, will submit themselves for re-election at least once every three years. Any directors appointed to the Board during the year will submit themselves for re-election at the next Annual General Meeting following their appointment.