Annual Reports and Accounts 2007-2008

Financial Statements

• Financial Review
• Corporate Social Responsibility
• Corporate Governance Statement
  • The Board Constitution and Procedures
  • Board Committees
  • Audit Committee
  • Remuneration Committee
  • Nomination Committee
  • Evaluation
  • Communication with Investors
  • Accountability and Audit
  • Directors’ Attendance
• Directors' Report
• Remuneration Report
• Regulatory Developments
• Report of the Independent Auditor to the Members of Sportingbet Plc

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Corporate Governance Statement

The Board Constitution and Procedures

The Company is controlled through the Board of Directors which, at the end of the financial year, comprised two Executive and four Non-Executive Directors. All Non-Executive Directors (other than Nigel Payne) are considered by the Board to be independent of management and free of any relationship which could materially interfere with the exercise of their independent judgement. Given Nigel Payne’s previous position as an Executive Director, he is not considered to be independent as defined by the Code. However, the Board continues to believe that his experience, objectivity and in particular, insight into the regulatory environment in which the Company operates, combine to provide a valuable contribution to the strategic direction of the Company.

During the year, there were the following changes to the constitution of the Board:

On 1 February 2008, and after consultation with major shareholders, Peter Dicks was appointed Chairman and Director of the Company.

Sean O’Connor therefore resumed his role as Senior Independent Non-Executive Director.

In addition, Jim Wilkinson was appointed on 1 February 2008 as Group Finance Director of the Company.

On 8 May 2008, Dave Hobday resigned as an Executive Director of the Company.

The Chairman is primarily responsible for the running of the Board, and ensures that all Directors receive sufficient relevant information on financial, business and corporate issues prior to meetings. The Group Chief Executive’s responsibilities focus on coordinating the Company’s business and implementing Group strategy.

A formal schedule of matters is reserved for consideration by the Board, which met eleven times during the year. The Board is responsible for overall Group strategy, acquisition and investment policy, approval of major capital expenditure projects and consideration of significant financing matters. It reviews the strategic direction of individual trading subsidiaries, their codes of conduct, their annual budgets, their progress towards achievement of these budgets and their capital expenditure programmes. In addition, the Directors have access to the advice and services of the Company Secretary and all Directors are able to take independent professional advice in the furtherance of their duties if necessary.

All new Directors receive a full, formal and tailored induction on joining the Board as well as training and advice on their responsibilities as necessary. All Directors, in accordance with the Code, submit themselves for re-election at least once every three years and new Directors are subject to a transparent and rigorous appointment process (including submitting themselves for re-election at the first annual general meeting after their appointment).

The Company Secretary is responsible for ensuring Board processes and procedures are appropriately followed and support effective governance and decision making.

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