Corporate governance

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

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

The central role of sound ethical values  and behaviour is enshrined in the Employee Handbook, which promotes  this culture across the business, from  recruitment and hiring, to career advancement.

The Board believes in leading by  example, and has ensured that these values and behaviours form the  foundation for the Group’s policies,  allowing the culture to be consistently  applied across 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, a practice which has been  in place since the Group’s AIM admission in May 2018.

The Group has a full-time Group Investor Relations  Director, 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 Financial Statements, interim and  full year results announcements, the Annual General Meeting and the Group’s website.

In addition, the Group Chief Executive  Officer and the Group Chief Financial Officer meet regularly with institutional  investors and analysts to ensure that their 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. Non-Executive Directors are also available to discuss any matters that shareholders wish to raise and  discuss. The Group further engages with an external investor relations adviser as an additional point of contact, details of  which are available on the Group’s website.

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

Further details of the Group’s  engagement with its shareholders,  including topics discussed and actions taken, can be found in the Section 172 Statement on pages 34 to 37.

Qualitative and quantitative reporting  on the Group’s ESG matters can also be found on pages 26 to 33.

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

The Board recognises that the Group’s 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 regularly reviewed and discussed by the Board. 

The Group 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 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 stakeholder feedback include updating Committee structures to address surrounding independence, refining Director skillsets and to ensure  that the Board has the right composition, and updating the Group’s  disclosures to provide clearer and more informative reporting.

A detailed report on how the Group has  taken into account both immediate and wider stakeholders can be found in the  Section 172 Statement outlined on pages 34 to 37.

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 Company established Evergreen 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  management-level ESG Committee, with Board oversight 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 26 to 33.

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

The Board has overall responsibility for determining the Group’s risk management objectives and policies. It 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 51 to 58.

A risk register is maintained within each division under the leadership of the respective CEOs and is reviewed by the Board on a regular basis. This review identifies changes to existing risks, emerging risks and evaluates 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 Principal Risks & Uncertainties section on pages 42 to 45.

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

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

At the request of the Board, Frank Sagnier served as Interim Executive Chair between 16 May 2025 and 1 January 2026 in order to support business continuity while the Company undertook a formal search process for a new Chief Executive Officer.

During this period, no material conflicts of interest arose in connection with Frank's temporary role. Upon conclusion of the interim period, he resumed his role as Non-Executive Chair, relinquished all executive responsibilities and has continued to provide effective leadership of the Board, including robust and constructive challenge to management.

Following Frank Sagnier’s return to his Non-Executive Chair role, the Board has undertaken a formal review of the independence of each Director, taking into account the factors described above and the independence criteria outlined under Principle 6 of the QCA code. Following this review, the Board considers three of the Non-Executive Directors, Frank Sagnier, Penny Judd and Peter Whiting, to be independent. The Board meets regularly, and there are processes in place to ensure that each Director is provided at all times 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 page 57 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 on page 56.

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 annually 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 46 to 47.

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 shareholders are strong and efficient. Meanwhile, the Group Chief Executive Officer and the Group Chief Financial & Operating 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 an Audit Committee, a Remuneration 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 Financial Statements. The skills and experience of each Board member is reviewed by the Nominations Committee on an annual basis.

From time to time, the Board may establish separate committees to consider and address specific issues as they arise. 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 113 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 in driving 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 worked with the Nominations Committee to incorporate these learnings into the process of hiring new Directors and the succession planning for all current Directors.

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 57.

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 to incentivise 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, incentivises growth and fairly rewards employees for their work.

Each of the Non-Executive Directors participates in the Company’s Non-Executive Director Share Option Plan. Under this plan, Non-Executive Directors are granted modest share option awards, relative to their annual fees. The awards are granted with long-term vesting periods and are not subject to any performance conditions.

The Board considers that participation in this plan supports alignment with both shareholders and the Investment Association’s 2026 Principles of Remuneration, which encourage equity based remuneration for Non-Executive Directors, while remaining consistent with the independence expected of Non-Executive Directors, as outlined under the QCA Code.

Details of the Group’s remuneration policy can be found on pages 60 to 65.

Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

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

The Group’s business and value creation model is outlined on pages 7 to 11. The Group’s progress in delivering on its strategic objectives are discussed in detail in the Chair’s review on pages 14 and 15.

The principal methods of communication with shareholders are the Annual Report and Financial Statements, interim and full year results announcements, the Annual General Meeting and the Group’s 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, presentations and notices of Annual General Meetings will be made available on the website, along with the results of voting at shareholder meetings.