Corporate Governance Statement

Chairman’s Introduction

It is the Board’s job to ensure that the Group is managed for the long-term benefit of all stakeholders: to do the right thing for our shareholders, our customers, our suppliers, our staff and society in general. Corporate governance is an important part of that job, mitigating risk and adding value to our business for the benefit of our shareholders.

As chair, I lead the Board and it is my role is to ensure that the Group’s corporate governance model is properly adopted, delivered and communicated. I am responsible for ensuring that the Board agenda concentrates on the key issues, both operational and financial, and that we as a Board are regularly reviewing the Group’s strategy and its implementation. I work with the Executive Directors to ensure that the Board receives accurate, timely and clear information and that there are good information flows between senior management and the Board. I am a non-executive director, so I am not involved in the day-to-day running of the business; this enables me to make independent decisions.

There are no specific corporate governance guidelines which apply generally to companies incorporated in Jersey. However, the Directors are subject to various general fiduciary duties and duties of skill and diligence under Jersey company laws and statute.

Companies admitted to trading on the London Stock Exchange’s AIM Market are, as of 28 September 2018, required to adopt a recognised Corporate Governance Code. The Chairman of the Board has overall responsibility for the corporate governance arrangements of the Company and the Board has formally adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code (the “Code”). The Directors support high standards of corporate governance as embodied in the principles of the QCA Code. The following statement of compliance gives an overview of how Stride Gaming currently complies with the 10 principles of the Code. The statement of compliance will be updated annually.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

Stride Gaming plc is a leading online gaming company which aims to grow its market share in its core UK bingo-led online gaming market, continue to develop new growth opportunities through product innovation, enhance its proprietary technology platform and appraise attractive new markets for future expansion opportunities.

The Board sets the Group’s strategy and regularly reviews the strategy, its targets and performance against these metrics.

A full explanation of the Company’s strategy and business model can be found on pages 6-12 in the Company’s Annual Report.

Principle 2: Seek to understand and meet shareholder needs and expectations

The Company has established processes for communicating with its shareholders to ensure that its strategy, business model and performance are well understood. Feedback is welcomed and actively encouraged during these processes.

The Annual General Meeting (AGM) is the main forum for open dialogue with shareholders. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The chairs of the Board and all committees, together with all other Directors, routinely attend the AGM and are available to answer questions raised by shareholders. For each vote, the number of proxy votes received for, against and withheld is announced at the meeting. The results of the AGM are published on the Company’s website.

The Chairman, and other independent Directors, make themselves available to meet with the Company’s institutional shareholders on an ad hoc basis should the need arise.

In addition, the Chief Executive Officer and Chief Financial Officer make presentations to institutional shareholders and analysts each year in roadshows immediately following the release of the full-year and half-year results. The opinions and expectations expressed in these meetings are communicated to the board.

The board always welcome the views and questions of all shareholders. The initial point of contact for shareholders is:

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

Our business model relies on our relationships with customers, staff, suppliers and channel partners. We also take very seriously our social, environmental, ethical and regulatory responsibilities to the local and national communities in which we operate. One of our core values is that we run our business with integrity. We are constantly obtaining feedback from our customers and regulator, to which we aim to respond to quickly, addressing any areas in which we fall short.

To execute our strategy, it is critical that we have the right team. That means the right skillsets, but more importantly, it means the people we work with need to share our values. We operate a very flat management structure; we encourage staff in all roles to engage with our leadership team and direct lines of communication with the CEO and CFO are always open.

Generally our business is not reliant on any individual supplier as feasible alternatives exist for most of the technologies we use, although not necessarily without disruption or additional cost.

We have a clear understanding of who our key channel and integration partners are, and we maintain close relationships with them.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

Our Group is exposed to a number of risks that can have a financial, operational and reputational impact. A proactive approach to the management of risk is therefore critical to the Group’s success. The principal risks within our business model reflect the Group’s view that risks, by their very nature, also bring the potential for reward. Our risk management process involves a two-step approach – firstly to assess the likelihood of the risk occurring and then the impact it will have on the Group.

This assessment enables the Group to then put the most appropriate measures in place to either avoid the risk altogether or mitigate the risk to an acceptable level.

Financial Risk

The Company has an established framework of internal financial controls, the effectiveness of which is regularly reviewed by the Executive Management, the Audit Committee and the Board in light of an ongoing assessment of significant risks facing the Company.

- The Board is responsible for reviewing and approving overall Company strategy, approving revenue and capital budgets and plans, and for determining the financial structure of the Company including tax and dividend policy. Monthly results and variances from budgets and forecasts are reported to the Board.

- The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal financial controls.

- There are comprehensive procedures for budgeting and planning, for monitoring and reporting to the Board business performance against those budgets and plans, and for forecasting expected performance over the remainder of the financial period. These cover profits, cash flows, capital expenditure and balance sheets. Monthly results are reported against budget and compared with the prior year, and forecasts for the current financial year are regularly revised in light of actual performance.

- The Company has a system of prior appraisal for investments, overseen by the Chief Financial Officer and Chief Executive Officer.

Operational Risk

The Board procures legal and professional advice with regard to its activities in its principal countries of operation including any changes in legislation, and monitors updates on any potential future jurisdiction where it may start accepting customers. Our Group is exposed to a number of risks that can have a financial, operational and reputational impact. A proactive approach to the management of risk is therefore critical to the Group’s success.

The Board has established a Compliance and Risk Committee, which forms as a sub-committee to the Audit Committee. The committee has been setup for the purpose of demonstrating and providing assurance that Compliance remains at the heart of the business. The Committee, which meets regularly and at least once each quarter, is made up of four members, John Le Poidevin (Chairman) Adam Batty, (Non-Executive Director), Ronen Kannor (Chief Financial Officer) and Darren Sims (Chief Operating Officer).

Principle 5. Maintain the board as a well-functioning, balanced team led by the chair

The Board comprises the Non-Executive Chairman, three Executive Directors and two Non-Executive Directors. All of the Executive Directors are full-time employees of the Company. The Non-Executive Directors devote a minimum of three days per month to Board matters.

The Board is satisfied that it has an appropriate balance between independence and knowledge of the Company to enable it to discharge its duties and responsibilities effectively.

The Board is also satisfied that the Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors.

The Board are supported by the Audit and Remuneration Committees. The responsibilities of both Board committees are set out below under Principle 9.

A record of Board Meetings and Committee Meetings held and the attendance records of each Director can be found here.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of online gaming, gaming regulation, finance, innovation, ecommerce and marketing.

Biographies of the Directors detailing their qualifications and experience are available here

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board considers evaluation of its performance and that of its Committees and individual directors to be an integral part of corporate governance to ensure they have the necessary skills, experience and abilities to fulfil its responsibilities. The objective of the evaluation process is to identify and address opportunities for improving the performance of the Board and to solicit honest, genuine and constructive feedback. The Board considers the evaluation process is best carried out internally at this stage of the Company’s development. However, the Board will keep this under review and may consider independent external evaluation reviews in due course as the Company grows.

The internal evaluation process includes:

Board Evaluation
Review Period
Board composition in terms of skills, experience and balance Annually or as required
Board cohesion Annually or as required
Board operational effectiveness and decision making Annually
Board meetings conduct and content and quality of information Annually or as required
The Board’s engagement with shareholders and other stakeholders Annually
The corporate vision and business plan Annually

Committee Evaluation
Review Period
Composition in terms of skills, experience and balance Annually or as required
Terms of Reference Annually
Effectiveness Annually

Individual Director Evaluation
Review Period
Executive Director performance in executive role Annually
Executive Director contribution to the Board Annually
Non-Executive Director performance and contribution to the Board Annually
Non-Executive Director’s independence and time served Annually
All Directors’ attendance at Board and Committee meetings Annually

The Board will, as a whole or in part as appropriate, undertake the evaluation process aided by the Chairman, CEO and other Non-Executive Directors or external advisors as necessary. The Chairman is responsible in ensuring the evaluation process is ‘fit for purpose’, as well as dealing with matters raised during the process. The Chairman will keep under review the frequency, scope and mechanisms for the evaluation process and amend the process as required. Where areas for development are identified these will be addressed in a constructive manner. Where necessary individual Directors will be offered mentoring and training. If areas for development are identified within the Board as a whole, then changes or additions to the Board will be considered in conjunction with the Nominations Committee. The evaluation process will focus on the improvement of Board performance, through open and constructive dialogue and the development and implementation of action plans. The Board will report on its evaluation and actions in its Annual Report.

Principle 8: Promote a culture that is based on ethical values and behaviours

The business operates in a highly regulated sector with demanding standards. Accordingly, the Group has established formal risk management processes and seeks external assistance to validate those processes where appropriate. The Group maintains a register of the interests of staff outside the business which includes those of the Directors to help it manage potential conflicts of interest. The Directors do not hold any external positions which conflict with the duties owed to the Company. Disclosure of any potential conflicts of interests is invited at each meeting of the Board.

The Group's success is largely dependent on recruiting, retaining, and developing the best professionals. To achieve this the Group seeks to ensure that working conditions are of a high standard and has in place good and effective management and staff communications, with the ability for staff to engage in decisions. The Group also encourages participation in the success of the business through share options and has a range of benefits to support staff. The Group is committed to equal opportunities for promotion, with appropriate consideration being given to applications for employment from disabled persons.

The Group aims to remunerate staff in line with market practice, to provide development opportunities and to encourage staff motivation and retention.

The Board’s policy on diversity continues to be to seek to appoint the best qualified person to a particular role regardless of gender or other diversity criteria and therefore it has not adopted any measurable objectives in relation thereto.

The business as a whole is committed to creating an inclusive environment where staff can develop and contribute fully without discrimination on the basis of gender, sexual orientation, age, race, nationality, disability or political or religious beliefs.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board is scheduled to meet a minimum of 8 times a year, although there may be additional meetings if necessary. The Board and its Committees receive appropriate and timely information prior to each meeting; a formal agenda is produced for each meeting, and Board and Committee papers are distributed several days before meetings take place. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company’s management.

Audit Committee

The audit committee will normally meet not less than three times a year. The committee consists of the Company’s three independent non-executive directors, with John Le Poidevin as Chairman. Both John Le Poidevin and Nigel Payne are qualified chartered accountants and are considered to have relevant financial experience. The audit committee has responsibility for, amongst other things, the planning and review of the Company’s annual report and accounts and half-yearly reports and the involvement of the Company’s auditors in that process. The committee focuses in particular on compliance with legal requirements, accounting standards and on ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approval the annual report and accounts and the half-yearly reports remain with the Board.

The terms of reference of the audit committee cover such issues as membership and the frequency of meetings, as mentioned above, together with the role of the secretary and the requirements of notice of and quorum for the right to attend meetings. The duties of the audit committee covered in the terms of reference are: financial reporting, internal financial controls and risk management systems, whistleblowing internal audit, external audit and reporting responsibilities. The terms of reference also set out the authority of the committee to exercise its duties.

Further information and statement from the Audit Committee Chairman is available in the company’s Annual Report

Remuneration Committee

The remuneration committee will normally meet not less than twice a year. The committee consists of the Company’s three independent non-executive directors, with Adam Batty as Chairman. The remuneration committee has responsibility for making recommendations to the Board on the Company’s policy on the remuneration of certain senior executives (including the Group’s senior management), including annual bonuses, the eligibility requirements for benefits under long-term incentive schemes and for the determination, within agreed terms of reference, of specific remuneration packages for each of the executive Directors, including pension rights, contracts of employment and any compensation payments.

The terms of reference of the remuneration committee cover such issues as membership and frequency of meetings, as mentioned above, together with the role of secretary and the requirements of notice of and quorum for and the right to attend meetings. The duties of the remuneration committee covered in the terms of reference relate to the following: determining and monitoring policy on and setting level of remuneration, contracts of employment, early termination, performance-related pay, pension arrangements, authorising claims for expenses from the Chief Executive and Chairman, reporting and disclosure, and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to exercise its duties.

Further information and statement from the Remuneration Committee Chairman is available in the company’s Annual Report on pages 26-29

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining good communication and having constructive dialogue with all of its stakeholders, including shareholders, providing them with access to information to enable them to make informed decisions about the Company.

As set out above, the Company’s executive management meets with institutional shareholders at least twice yearly and all shareholders are entitled to attend the AGM where they have the opportunity to meet the full Board of Directors and engage in formal or informal dialogue with management.

Results of shareholder meetings and details of votes cast are publicly announced through the Compliance system and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.

Information on the work of the various Board Committees and other relevant information are included in the Company’s Annual Report.

The Investor Relations section of the Company’s website provides all required regulatory information as well as additional information shareholders may find helpful including: information on Board Members, Advisors and Significant Shareholdings, a historical list of the Company’s Announcements, its Financial Calendar, Corporate Governance information, the Company’s publications including historic Annual Reports and Notices of Annual General Meetings, together with Share Price information and interactive charting facilities to assist shareholders analyse performance.

This statement was last updated on 6th November 2018

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