The Board of William Hill remains committed to high standards of corporate governance.
We consider to be central to the effective management of the business and to maintaining the confidence of investors.
Good corporate governance contributes to William Hill’s performance and the Corporate Governance section of the Annual Report explains our most important governance processes and how they support the business. In particular, we apply the principles of good corporate governance advocated by the UK Corporate Governance Code (the Code), published by the Financial Reporting Council in April 2016.
The following information has been extracted from the 2017 annual report:
Board role and structure
William Hill has an effective Board whose role is to take collective responsibility for both leadership and driving the long-term and sustainable success of the Company. In order to support the Board in the discharge of its duties, there is a formal framework of Committees of the Board. This year the Board established an additional Board Committee, the Transformation Oversight Committee, to provide additional independent oversight during the Group’s transformation programme. The Board of William Hill remains committed to high standards of corporate governance, which we consider to be vital to the effective management of the business and to maintaining the confidence of investors. We have a defined framework of roles and responsibilities in place to support the Board’s operation.
The Board currently comprises seven independent Non-executive Directors, the Chairman, the Chairman Designate and two executive directors. In December 2017 Roger Devlin was appointed as Chairman Designate with effect from 1 February 2018, and is expected to be appointed Chairman on 2 April 2018 when Gareth Davis will step down from the Board.
Philip Bowcock was appointed as Interim CEO with effect from 21 July 2016, and was confirmed as CEO with effect from 10 March 2017. Ruth Prior joined the Group as CFO on 2 October 2017 and joined the Board on that date. Mark Summerfield had been acting as Interim CFO (although he was not a member of the Board) and he stepped down from that position upon Ruth’s appointment, whilst ensuring an effective handover of responsibilities and completing certain projects. Sir Roy Gardner continues to act as Senior Independent Director, having been appointed to the position in 2014.
Throughout 2017, and up to the date of this report, the Company satisfied the Code requirements that at least half the Board, excluding the Chairman, should comprise Non-executive Directors determined by the Board to be independent.
The proportion of women members of the Board as 31 December 2017 stood at 30%. The Board continues to monitor composition of the Board, and is committed to ensuring that all appointments are made on the grounds of merit against specific role criteria. The Board is monitoring the various initiatives to further increase the diversity of boards and remains mindful of the considerable benefits greater diversity offers. The Board commits to review its approach to diversity regularly in the context of an evolving market approach and good practice.
Articles of association
The articles of association are the Company's internal rulebook and regulate the internal management of the Company, setting out how decisions are made and various other matters. It deals with matters such as the right of shareholders, the appointment and removal of directors, the conduct of the board and general meetings and communications by William Hill PLC.
William Hill PLC’s independent external auditor is elected each year by the shareholders at the Annual General Meeting.
At present our auditor is Deloitte LLP.
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Read the independent auditor’s report to the members of William Hill PLC, published in the Annual Report and Accounts 2017