Corporate governance

Promote a corporate culture that is based on ethical values and behaviours

The Board places significant importance on the promotion of ethical values and good behaviour within the Group and takes ultimate responsibility for ensuring that these are promoted and maintained throughout the organisation and that they guide the Group’s business objectives and strategy.

The central role that sound ethical values and behaviour plays within the Group is enshrined in the Employee Handbook, which promotes this culture through all aspects of the business, from initial recruitment and hiring to career advancement.

The Board believes in leading by example and has ensured that these values and behaviours act as the foundation for the Group’s policies so that the culture can be applied to all aspects of the Group.

Seek to understand and meet shareholder needs and expectations

The Board is committed to an open and ongoing engagement with its shareholders, which has been the case since its AIM admission in May 2018.

In 2023, the Group hired James Targett as the ‘Group Investor Relations Director’. Alongside being a key member of the ESG Committee, he is responsible for managing all of the Group’s relationships with its external stakeholders and acts as the main point of contact for all shareholder communications.

The Group also communicates with shareholders through the Annual Report and Accounts, the interim and full-year results announcements, the Annual General Meeting and the website.

In addition, the Chief Executive Officer and the Chief Financial Officer meet regularly with institutional investors and analysts to ensure that its objectives and any business developments are clearly communicated and they are available to respond to any enquiries following Group announcements, together with other Group advisers. The Non-Executive Directors are also available to discuss any matters that shareholders wish to raise and discuss. The Group engages with an external investor relations adviser to act as another point of contact for shareholders, details of which are on the Group’s website.

The needs, expectations and makeup of the Group’s shareholder base are regularly discussed at Board meetings and the Group will continue to proactively engage with shareholders throughout the year.

Further details of the Group’s engagement with its shareholders, the topics discussed, and the actions taken in response can be found in the section 172 Statement on page 37-39 of the Annual report.

Qualitative and quantitative reporting on the Group’s ESG matters can also be found on pages 28-33 of the Annual Report.

Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

The Board recognises that its long-term success will necessitate the maintenance of effective working relationships across a wide range of stakeholders as well as its shareholders; being primarily its employees, customers and the gaming platforms and developers that it partners with as part of the business strategy.

These key groups, their needs, expectations and how they are mapped across the Group, including the key resources and relationships on which the Group relies are discussed and reviewed by the Board on a regular basis.

The Group’s Investor Relations Director acts as the main point of contact for stakeholder engagement. With assistance from the Executive Directors, he maintains an ongoing and collaborative dialogue with such stakeholders and take reports all feedback to the Board to assist with the decision- making process and day-to-day running of the business.

Examples of how the Group has acted on feedback received by its various stakeholder groups include updating the structure of its Committees to ease concerns surrounding independence, updating the skillsets and other appointments of Directors to ensure that the Board has the correct composition and updating the Group’s disclosures to be more informative.

A detailed report on how the Group has taken into account both immediate and wider stakeholders can be found the s172 statement outlined on pages 37-39 of the Annual Report.

The Group takes its environmental, social and governance responsibilities very seriously. The Group continually updates working practices in order to make everplay group plc as sustainable as possible. Concurrently, the Board have established Green17 internally, an employee-led group that is passionate about finding ways that the Group and the wider gaming community can become more climate aware and reduce the impact on the planet. The Board recognises the growing importance of ESG matters for all of its stakeholders and to that end, has established a Board level ESG Committee, led by Independent Non-Executive Director, Penny Judd. Furthermore, the Group recognises the need to give back to the communities where it does business.

Further details on the environmental and social matters affecting these groups, the associated KPIs and the actions taken by the Board to address them can also be found on pages 28-33 of the Annual Report.

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board has overall responsibility for the determination of the Group’s risk management objectives & policies and has also established an Audit Committee to oversee risk management and the Group’s relationship with its Auditor, further details of which are set out in the Corporate Governance report on pages 44-48 of the Annual Report.

A risk register is created within each division under the leadership of the individual CEOs and then reviewed by the Board on a six-monthly basis looking to identify changes to existing risks, emerging risks and then looking at mitigating factors.

Specific actions are captured so that progress can be monitored against each material risk across the Group.

The principal risks and uncertainties, including the Group’s risk appetite and its approach to environmental and social risks, are outlined in the risk Report on pages 34-36 of the Annual Report.

Establish and maintain the Board as a well-functioning, balanced team led by the chair

The Board currently comprises six Directors: the Non-Executive Chair, three Non-Executive Directors and two Executive Directors.

Three of the Non-Executive Directors, Frank Sagnier, Penny Judd, and Peter Whiting are considered by the Board to be independent. The Board meets regularly and there are processes in place to ensure that each Director is at all times provided with such information as is necessary for him or her to discharge their duties.

Due to the size of her shareholding, Debbie Bestwick is not considered to be independent.

The Board is also supported by the Committees, details of which can be found on pages 47-48 of the Annual Report.

The Non-Executive Directors were selected with the objective of increasing the breadth of skills and experience of the Board and bringing independent judgment to the Board. All Non-Executive Directors are expected to attend all Board meetings and the meetings of any Committee that they are a member of. The number of Board and Committee meetings held throughout the year, and the attendance of each Director, is outlined below.

The Group believes that the make-up of the Board as a whole represents a suitable balance of independence and detailed knowledge of the business so as to ensure that it is able to fulfil its role and responsibilities as effectively as possible.

All Directors are subject to re-election by shareholders at the Annual General Meeting and any Directors appointed during a financial year must be formally elected at the Annual General Meeting following their appointment.

Further details of each Director, including their relevant skills and experience can be found on pages 40-41 of the Annual Report.

Maintain appropriate governance structures and ensure that individually and collectively the Directors have the necessary up-to-date experience, skills and capabilities

The Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Chair is also responsible for ensuring that the links between the Board and the shareholders, are strong and efficient. Meanwhile, the Chief Executive Officer and the Chief Financial Officer are responsible for the day-to-day management of the business and for implementing the strategic goals agreed by the Board.

The Board is responsible for the good management of the Group and its principal aim is to enhance the Group’s long-term value for the benefit of shareholders. The Board has adopted a Board Charter and Terms of Reference which set out those matters that are reserved for the Board and which include corporate governance, strategy and management, financial reporting and internal controls.

The Board has also established an Audit Committee, a Remuneration Committee, an ESG Committee and a Nomination Committee, the responsibilities and matters reserved for each are outlined in their respective terms of reference and can be found in the Group’s Annual Report and Accounts. The skills and experience of each Board member is reviewed by the Nominations Committee on an annual basis.

From time to time, separate committees may be set up by the Board in order to consider and address specific issues, when and if the need arises. The Terms of Reference and matters reserved for these Committees are reviewed and updated by the Board on a regular basis.

Details of all external advisors to the Board can be found on page 112 of the Annual Report.

It is envisaged that the governance framework described above will be reviewed on an annual basis to ensure that it remains effective and appropriate for the business going forwards.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board considers the evaluation of its own performance to be a key step for improvement. Since the independent evaluation conducted in 2022, the Directors have worked to ensure that all key learnings surrounding the Board’s ability to deliver growth, maintain a dynamic framework and build trust have been acted on.

The Board has since worked with the Nominations Committee to factor these learnings into the process of hiring new Directors and the succession planning for all current Directors.

Given the recent appointments to the Board, the Directors believe that another independent performance evaluation should be conducted once the new Directors have fully settled into their roles. The results of which will be benchmarked against previous evaluations to ensure consistent improvement.

Future Board evaluations will be conducted with the aim of assessing and improving the weaker areas highlighted by previous evaluations as well as a general overview of the Board’s structures, including:

• Reporting structures;
• Succession Planning;
• Meeting effectiveness;
• Independence;
• Skills and Experience; and
• Risk Management.

Details of the Board’s succession planning processes can be found on page 48 of the Annual Report.

Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture

The Group believes that effective remuneration is essential for incentivising performance and growth across the business.

The Remuneration Committee regularly reviews the remuneration policy to ensure that it is aligned with the purpose, strategy and culture of the business, that it incentivises growth and that it rewards employees fairly for their work.

Details of the Group’s remuneration policy can be found on pages 50-54 of the Annual Report.

Establish a purpose, strategy and business model which promote long term value for shareholders

The Group places a strong emphasis on the standards of good corporate governance and maintaining an effective engagement with its shareholders and key stakeholders, which it considers to be integral to longer term growth and success.

Over the previous year the market environment has presented the Group with a number of challenges during the financial year. These are discussed in detail during the Chair's and CEO's reviews on pages 2-7 of the Annual Report.

The principal methods of communication with shareholders are the Annual Report and Accounts, the interim and full-year results announcements, the Annual General Meeting and the website. The website is updated regularly with information regarding the Group’s activities and performance and users can register to be alerted of new announcements, reports and events, including Annual General Meetings.

The Group’s reports and presentations and notices of Annual General Meetings will be made available on the website when available, as will the results of voting at shareholder meetings.