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 Board’s Role
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 is responsible for:
The Board is responsible for:
- development of strategy and major policies;
- reviewing performance;
- approving interim dividend payments and recommending final dividend payments;
- approval of the annual operating plan, financial statements, major acquisitions and disposals;
- the Group’s corporate governance and corporate responsibility arrangements; and
- the appointment and removal of directors.
Board balance and composition
The Board currently comprises seven independent Non-executive Directors, the Chairman and one executive director. Philip Bowcock joined the Group as CFO in November 2015 and was appointed as Interim Chief Executive Officer with effect from 21 July 2016, when James Henderson stepped down as Chief Executive. Mark Summerfield joined the Group as Interim Chief Financial Officer on secondment from KPMG in August, but has not been appointed to the Board. Sir Roy Gardner was appointed as Senior Independent Director in 2014.
Throughout 2016 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 2016 stood at 29%, however, with the appointment of three male Non-executive Directors in January and April 2017, the proportion of women members is anticipated to fall to 20% from 3 April 2017.
The Board continues to monitor composition of the Board, and while mindful of the considerable benefits greater diversity offers, it was deemed critically important that the new three Non-executive Directors appointed in November offered the specific skill sets required to support the Group’s strategies. The appointments were therefore made on the grounds of merit against the specific role criteria.
The Board comprises individuals with wide business experience gained in various sectors of industry and in the public sector. The directors’ aim is to ensure that the balance of the Board reflects the needs of the Group’s business and to ensure a thorough consideration of the important issues facing William Hill and its 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 2016 (5.4MB PDF)