The Board supports the ‘comply or explain’ approach set out in the UK Corporate Governance Code (the Code), which forms part of the Board’s governance processes.

The Code is issued by the Financial Reporting Council (FRC) and is available on the FRC’s website. This report has been prepared against the version of the Code published in 2014, which is applicable for William Hill’s 2016 financial year.

Under the Code’s ‘comply or explain’ approach, this permits listed companies some flexibility and the opportunity to adopt governance arrangements otherwise than in accordance with the provisions of the Code, where the Board feels this is appropriate for the good running of the business.

The Board can report full compliance with the Code during the whole of 2016, with the exception of Code provision C.3.7 which recommends that FTSE 350 companies should put the external audit contract out to tender at least every ten years. The report from the Audit and Risk Management Committee further explains the Board’s undertaking to complete a formal tender of the external audit by no later than 2019, with the intention to appoint a different external auditor.

The Board has reviewed the FRC’s updated version of the Code which was issued in April 2016. The updated Code applies to accounting periods beginning on or after 17 June 2016 and is therefore not applicable to the period covered by this report. However, the Board’s view is that no further changes are required to the governance structures or processes as a result of the updated Code, which will be applicable for the 2017 financial year.


Luke Thomas
Company Secretary
For and on behalf of the Board William Hill PLC