The working procedures of the Board of Directors

The Board of Directors has adopted written instructions for the CEO. The roles of the Chairman and the CEO have been established in writing to ensure the clear division of responsibilities and this has been agreed by the Board. At least once a year the Board of Directors will review the strategy and visit the Group’s different office locations. The Board has a short meeting without the CEO or CFO at each Board meeting.

The Chairman, supported by the Deputy Chairman, is responsible for: the leadership of the Board; setting its agenda and taking full account of the issues and concerns of all Board members; ensuring effective communication with shareholders; taking the lead on Director induction and development; encouraging active engagement by all Directors; and ensuring that the performance of individuals and of the Board as a whole, and its Committees, is evaluated at least once a year.

The Chairman ensures that the Board is supplied with accurate, timely and clear information. Directors are encouraged to update their knowledge and familiarity with the Group through meetings with Senior Management. There is an induction process for Non-Executive Directors.

The Company Secretary is also responsible for advising the Board, through the Chairman, on all corporate governance matters. Directors are encouraged to seek independent or specialist advice or training at the Group’s expense where this will add to their understanding of the Group in the furtherance of their duties.

Sustainability perspective

The Board of Directors has established relevant guidelines for the Group’s sustainability, with the aim of ensuring its long-term capacity for value creation. Sustainability for the Kindred Group has a number of different aspects:

  • Responsible gaming and player safety, as part of a customer-centric strategy.
  • Compliance with laws and regulations, as a major player in a highly regulated industry.
  • Best practice in Corporate governance, as fits a high value publicly-listed company.
  • Environmental impact, addressed both through disclosure and decision making.
  • Employee engagement, as part of the commitment to play in the communities.

Corporate policies in each area have been approved by the Board. In the Executive Committee, the CFO has executive responsibility for sustainability. Sustainability is a regular agenda item for the Audit Committee, allowing both for potential changes in policy or relevant regulation to be reviewed along with specific projects and initiatives. The Board receives regular updates through the Audit Committee reports to the Board, together with an annual review of policies.

In accordance with Provision 8.1 of the Code, the Board has a process to formally evaluate its own performance and that of its Committees. The performance of the Board and its Committees is the subject of Board discussion, led by the Chairman, to consider effectiveness against performance criteria and potential risks to performance. The performance evaluations of the Board have been structured in such a way as to ensure a balanced and objective review of Directors’ performance.

Following these performance reviews, the Chairman is responsible for ensuring that the appropriate actions are taken. Evaluations are provided to the Nomination Committee and have helped in identifying Board performance objectives, as well as individual actions such as training.

The Board of Directors

The Management Group