Sportech is committed to sound corporate governance and believes it to be essential for business integrity and for shareholders’ trust in their Board. The responsibility for good governance lies with the Board, and they take a strong interest in ensuring the principles of sound corporate governance are disseminated throughout the organisation.
Sportech has chosen to apply the UK Corporate Governance Code (the “Code”) and to provide corporate governance disclosures similar to those that would be required of a premium-listed company. Sportech is compliant with the code except for the following area of non-conformance:
Following Chris Rigg stepping down from the Board on 31 May 2021, the Company is now non-compliant with respect to the Code as less than half the board, excluding the chairman, comprise non-executive directors determined by the board to be independent. Giles Vardey, Chairman, has joined the Remuneration Committee and will chair the Audit Committee. As the size of the Group has reduced there is a need to reduce central costs and therefore the Board is not currently planning to bring on another Independent Non-executive Director. However, the Board considers this to be satisfactory given the Chairman’s previous experience with these committees and Ben Warn’s broad experience in the sports betting and gaming area, the much smaller scale of business, less regulatory jurisdictions and less geographic presence. The Board will keep the board composition under review should circumstances change.
Our Committees are structured to ensure the responsibilities of the Board are carried out effectively and in line with best practice procedure.
We will continue to strive for best practice governance. We will use our time together as a Board and during communication between Directors outside of formal meetings to address the core responsibilities of strategy, review the financial and operational performance of the Company, review the risk management and internal controls of the Company and ensure the composition of the Board delivers an effective governing body for Sportech.
The Group complies with:
- The UK Corporate Governance Code, a copy of which can be found here.
- The UK City Code on Takeovers and Mergers, a copy of which can be found here.
- The UK Modern Slavery Act (2015). A copy of our statement can be found here.
Sportech Board Committees:
The Committees of the Board are as follows:
The Audit Committee of the Board is chaired by Giles Vardey. The Committee’s main responsibilities include reviewing the Annual Report and Accounts and Interim Report, including considering significant financial reporting issues and judgements that they contain.
The Remuneration Committee of the Board is chaired by Ben Warn. The purpose of the Committee is to ensure that the remuneration of Executive Directors and Senior Executives, together with their terms and conditions of employment is sufficient to recruit and retain individuals of the calibre required to ensure a profitable growth of the business.
The Nomination Committee is chaired by Giles Vardey. The Committee’s main aims are to lead the process for any new appointments to the Board (whether Executive or Non-executive), make recommendations to the Board in relation to the same, evaluate the balance of skills, knowledge and experience on the Board, consider any matters relating to the continuation in office of any Director at any time, review Committee memberships and formulate plans for succession.
The Nomination Committee’s activities are underpinned by the principle that all appointments should be made on merit, against objective criteria and with due regard to the benefits of diversity on the Board.
Management ensures that the Committees are provided with all the necessary resources to enable them to undertake their duties in an effective and efficient manner. The Company Secretary or her delegate acts as secretary to the Committees.