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. Furthermore, although companies traded on AIM are not required to provide corporate governance disclosure, or follow guidelines in the UK Corporate Governance Code (the “Code”) issued by the Financial Reporting Council (“FRC”), the Directors recognise the value and importance of high standards of corporate governance.
The Directors support high standards of corporate governance and confirm that they comply with the recommendations on corporate governance made by the Quoted Companies Alliance as far as is practicable, taking into account the Company’s size and stage of development. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. To this end, the Board holds regular Board meetings and has established Remuneration and Audit Committees. Details on the composition of the Board and reports from the Chairs of the Remuneration and Audit Committees follow this Corporate Governance Statement.
The audit committee will normally meet not less than three times a year. The committee will consist of the Company’s three independent non-executive directors, with John Le Poidevin as Chairman. In compliance with the UK Corporate Governance Code, John Le Poidevin and Nigel Payne 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 2017, page 24.
The remuneration committee will normally meet not less than twice a year. The committee will consist 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 2017, page 26.
Risk & Compliance Committee:
Stride Gaming Plc has established a Regulatory 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 will meet each quarter and is made up of four members, John Le Poidevin (Chairman) Adam Batty, (Non-Executive Director), Ronen Kannor (Chief Financial Officer) and Darren Sims (Chief Operation Officer).