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
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. 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.
Board composition and diversity
The Board currently comprises four independent Non-executive Directors, the Chairman, and two executive directors. From 1 July 2019, the number of independent Non-executive Directors will be six following the appointment of Lynne Weedall and Jane Hanson to the Board.
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 members of the Board as at 2 January 2019 stood at 25%. This will increase to 44% following the appointment of Lynne Weedall and Jane Hanson in July. The Board recognises the benefits of a diverse composition, including diversity of gender, social and ethnic backgrounds, cognitive and personal strengths, and a range and balance of skills, knowledge and experience. 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 reviewed the key changes arising from the revised version of the UK Corporate Governance Code and has considered actions to be taken in response. The new Code takes effect for accounting periods commencing from 1 January 2019. It will apply to William Hill’s 2019 Annual Report (next year). The Board has been well informed of the new disclosure obligations under the new Code including on stakeholder engagement.
William Hill PLC is in full compliance with the requirements of the FRC’s UK Corporate Governance Code (2016).
Culture and values
Our values and leadership vitals drive the culture we are building and underpin our new strategy. The Board and management continue to monitor aspects of our culture
through employee surveys and other engagement channels, and are encouraged by recent survey results. This remains an important area of focus and the Board will continue to monitor action plans in order to drive even better engagement.
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 2018