The Board of William Hill remains committed to high standards of corporate governance.
We consider good corporate governance 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 July 2018.
Board role and structure
The Board includes an appropriate combination of Executive and Non-Executive Directors, so that no one individual or small group of individuals dominate the Board’s decision-making. The
organisation and management of the Board is designed to support focused, healthy debate and constructive challenge, and to allow specialist advice and strategic guidance to be shared. The Board of William Hill acts as a collective unit however, in order to further optimise Board performance and governance, there are distinct roles, which are each explained further on pages 76 – 77 of the 2019 Annual Report.
Board composition and diversity
The Board currently comprises five independent Non-Executive Directors, the Chairman, and two Executive directors.
Throughout the year, 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 on the Board as at 31 December 2019 and the date of this report stood at 37.5%. The Board remains committed to ensuring that all appointments are made on the grounds of merit against specific role criteria. 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.
Role of Chairman, CEO, Senior Independent Director and Non-Executive Directors
The Board believes that there should be a clear division of responsibilities between the Chairman, who has responsibility for running the Board and the Chief Executive, who has responsibility for running the Company’s business.
Please click here for the Statement of division of responsibilities between the Chairman and Chief Executive, and the role of the Senior Independent Director.
The Board has spent time considering the changes and enhanced disclosure requirements brought in by the FRC’s 2018 Code, a copy of which is available at www.frc.org.uk, which places
increased emphasis on stakeholder engagement, diversity and corporate culture and remuneration structures. We remain committed to maintaining the highest standards of Corporate Governance across the Group to support the delivery of our strategy and provide long-term value to our shareholders.
William Hill PLC is in full compliance with the requirements of the FRC’s UK Corporate Governance Code (2018).
Board and corporate culture
The Board continues to focus on maintaining an effective culture, recognising its importance and the need for a clear ‘tone from the top’.
Our purpose, values, brand, technology and product all influence how we are perceived by our employees, customers and other key stakeholders. From the point of recruitment, all employees are made aware of existing Company policies and codes which are designed to encourage and support good conduct and our values. These are reviewed on a regular basis. Reward mechanisms are also designed to incentivise good behaviours and good performance, and not to encourage excessive risktaking. In particular, sustainability metrics are included in bonus and long-term incentive arrangements, as well as malus and clawback provisions for Executive Directors. This is more fully explained in the Remuneration Report on pages 93 – 119 of the 2019 Annual Report and Accounts.
Other levels of management are subject to reward mechanisms which are designed to promote our corporate values and strong personal performance.
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 2019.