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The Board of Directors of 888 (the Board) has established four committees: an audit committee, a nominations committee, a remuneration committee and a regulatory and compliance committee. From time to time, separate committees may be set up by the Board to consider particular issues when the need arises.
Audit Committee
The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing 888's annual financial statements, considering the scope of annual audit and the extent of non-audit work undertaken by external Auditors, approving 888's internal audit programme, advising on the appointment of external Auditors and reviewing the effectiveness of internal control systems.
The Combined Code recommends that all members of the Audit Committee should be Non-executive Directors, all of whom are independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement and that at least one member should have recent and relevant financial experience. The Audit Committee comprises three Independent Non-executive Directors: Brian Mattingley (Chair), Michael Constantine and Amos Pickel. The Board is satisfied that Brian Mattingley has sufficient recent and relevant financial experience to chair the Audit Committee. Normally, by invitation, the Chief Financial Officer and Internal Auditor attend Committee meetings, as can representatives of the external Auditors.
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Nominations Committee
The Nominations Committee assists the Board in discharging its responsibilities relating to the composition of the Board. The Nominations Committee is responsible for reviewing, from time to time, the structure of the Board, determining succession plans for the Chairman and Chief Executive Officer, and identifying and recommending suitable candidates for appointment as Directors.
The Combined Code recommends that a majority of the Nominations Committee should be Non-executive Directors independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement.
The Nominations Committee comprises three Independent Non-executive Directors: Michael Constantine (Chair), Brian Mattingley, Amos Pickel and Richard Kilsby, Chairman. The Board therefore considers that 888 complies with the Combined Code recommendations regarding the composition of the Nominations Committee.
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Remuneration Committee
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on 888's policy on executive remuneration, determining the individual remuneration and benefits of each of the Executive Directors and recommending and monitoring the remuneration of senior management below Board level. The remuneration report generated by the Remuneration Committee will be approved by 888's shareholders annually at the Annual General Meeting of 888.
The Combined Code recommends that all members of the Remuneration Committee should be Non-executive Directors, all of whom are independent in character and judgement and free from relationships or circumstances which are likely to affect, or could affect, their judgement.
The Company's Remuneration Committee comprises solely Independent Non-executive Directors. Brian Mattingley chairs the Committee and its other members are Michael Constantine and Amos Pickel. The Board therefore considers that 888 complies with the Combined Code recommendations regarding the composition of the Remuneration Committee.
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Regulatory and Compliance Committee
Although not specifically recommended by the Combined Code, the Board has established a Regulatory and Compliance Committee to assist 888 to conduct its operations in accordance with the highest ethical standards. In particular, the Regulatory and Compliance Committee assists the Board in relation to compliance with all current and prospective applicable regulatory and legal requirements, as well as the development and implementation of 888's internal codes and policies.
The Committee comprises Michael Constantine (Chair), Richard Kilsby, Amos Pickel and John Anderson.
 Terms of Reference
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888 is licensed and regulated to offer online gaming services under the laws of Gibraltar
and makes no representation as to legality of such services in other jurisdictions.
Copyright 2006 888 Holdings Public Limited Company.
Information in this Website is subject to change without notice.
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