In common with other companies on AIM, 32Red Plc is not required to follow the guidelines set at in the UK Corporate Governance Code ("the Code") and does not claim to do so. The Directors have given consideration to the Code and have chosen to provide certain information on how the Company has adopted various principles of it.
The Board is made up of four Executive and three Non-executive Directors. Under the Company’s Articles of Association, a Director shall retire from office at the first Annual General Meeting after his or her appointment and one-third, or the nearest number to one third, of the Directors are required to retire by rotation each year. The Board meets regularly throughout the year and all Directors have full and timely access to the information necessary for them to carry out their duties. The Board is assisted in the discharge of its duties by the following Board committees:
The Audit Committee comprises all three Non-Executive Directors: David Bowen (Chairman), John Hodgson and David Fish. The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported and monitored, whilst also overseeing the operation of internal financial controls appropriate to the size of the Group.
The Audit Committee meets twice a year to discuss plans for the annual audit and then again to review the audit findings in respect of the year ended 31 December. The Audit Committee will also review its own performance, constitution and terms of reference to ensure that it was operating at maximum effectiveness. Representatives of the Group’s auditors are invited to attend the key meetings.
The Remuneration Committee comprises of all three Non-Executive Directors: David Fish (Chairman), John Hodgson and David Bowen. The Remuneration Committee has the principal function of agreeing with the Board the framework and policy for the remuneration of the executive management and of determining the remuneration packages of the Executive Directors.
The Remuneration Committee meets on regular occasions to consider overall directors’ remuneration, which ordinarily comprises a basic salary, an annual performance related bonus and long-term incentives arrangements.
Responsible Gambling Committee
The Responsible Gambling Committee comprises of all three Non-Executive Directors: John Hodgson (Chairman), David Fish and David Bowen. The Responsible Gambling Committee meets regularly to review the framework for the Company’s Responsible Gambling Policy with the Board.