The Board of Directors of 888 (the Board) has established four committees: an audit committee, a nominations committee, a remuneration committee and a Gaming Compliance Committee. From time to time, separate committees may be set up by the Board to consider particular issues when the need arises.
The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing 888's annual financial statements, considering the scope of annual audit and the extent of non-audit work undertaken by external Auditors, approving 888's internal audit programme, advising on the appointment of external Auditors and reviewing the effectiveness of internal control systems.
The UK Corporate Governance Code recommends that all members of the Audit Committee should be Non-executive Directors, all of whom are independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement and that at least one member should have recent and relevant financial experience. The Audit Committee comprises four Independent Non-executive Directors: Mark Summerfield (Chair), Zvika Zivlin, Anne de Kerckhove and Jon Mendelsohn. Normally, by invitation, the Chief Financial Officer and Internal Auditor attend Committee meetings, as can representatives of the external Auditors.
The Nominations Committee assists the Board in discharging its responsibilities relating to the composition of the Board. The Nominations Committee is responsible for reviewing, from time to time, the structure of the Board, determining succession plans for the Chairman and Chief Executive Officer, and identifying and recommending suitable candidates for appointment as Directors.
The Code recommends that a majority of the Nominations Committee should be Non-executive Directors independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement.
The Nominations Committee presently comprises the three independent Non-executive Directors, Anne de Kerckhove (Chair), Mark Summerfield and Zvika Zivlin, together with Chairman of the Board Brian Mattingley.
Terms of Reference
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on 888's policy on executive remuneration, determining the individual remuneration and benefits of each of the Executive Directors and recommending and monitoring the remuneration of senior management below Board level. The remuneration report and remuneration policy generated by the Remuneration Committee is put to an advisory vote of 888's shareholders annually at the Annual General Meeting of 888.
The Code recommends that all members of the Remuneration Committee should be Non-executive Directors, all of whom are independent in character and judgement and free from relationships or circumstances which are likely to affect, or could affect, their judgement.
The Company's Remuneration Committee presently comprises four Independent Non-executive Directors: Zvika Zivlin (Chair), Anne de Kerckhove, Mark Summerfield and Jon Mendelsohn.
Gaming Compliance Committee
In accordance with Nevada Gaming Control Board requirements, the Board has appointed a Gaming Compliance Committee. Its members are Michael Alonso (an external consultant to the Company) (Chair), Zvika Zivlin and Mark Summerfield. The Gaming Compliance Committee is entrusted with making sure that the 888 Group's licenced gaming activity is carried out with honesty and integrity, in accordance with high moral, legal and ethical standards, and free from criminal and corruptive elements. As such, the committee is responsible and has the power to identify and evaluate situations arising in the course of the Company's and its Affiliates' business that may adversely affect the objectives of gaming control. The Committee is not intended to displace the Board or the Company's executive officers with decision-making authority but is intended to serve as an advisory body to better ensure that the Company's goals of avoiding unsuitable situations and in entering into relationships exclusively with suitable persons. The Committee's work is being done independently and impartially. To this end, its members are appointed by and report directly to the Board of Directors.
Terms of Reference