16 May 2014 10:39
16 May 2014
bwin.party digital entertainment plc
('bwin.party' or the 'Company')
Directorate change and succession planning
bwin.party today announces a number of changes affecting the future composition of the Board of Directors. These changes follow the independent Board evaluation process referred to in the circular to bwin.party shareholders and depositary interest holders dated 25 April 2014 (the 'Circular') and conducted by Philip Yea following his appointment as Chairman-elect on 9 April 2014 and his subsequent appointment as Chairman of the Nominations Committee on 23 April 2014. The changes detailed below are unanimously supported by all the Directors.
This evaluation process was supported by Lintstock Limited, a third-party corporate governance advisory firm which works with a number of UK-listed and non-UK listed companies and which has been involved in previous Board performance reviews at the Company.
The review focused particularly on the Board's performance in the areas of strategy formulation and execution, risk management and what additional skills might be required to best support the Company's future success. During the course of the review, each Director answered a detailed questionnaire following which the Chairman-elect met individually with each Director to discuss his or her opinions about the Board's performance and how best to draw on their expertise. In parallel with this review, the Chairman-elect also met with a significant number of the Company's major shareholders and was able to discuss their concerns or questions regarding previous and future governance of the Company.
Whilst there are no material adverse findings from the review, the increasing complexity of the group's business and regulatory environment, combined with the length of service of a number of the Non-Executive Directors and the need to prevent the Board from becoming too large and unwieldy, on the recommendation of the Nominations Committee the board has commenced the search for three new independent directors with a view to completing their appointment during the current year.
The first of these will succeed Rod Perry as the Deputy Chairman and Senior Independent Director, and is likely to be an individual with extensive public company experience and understanding to be able to undertake this role whilst also bringing complementary and relevant experience to the Board. The search for a second Director will target candidates with extensive knowledge and expertise in information technology, market trends and technology delivery in consumer-facing digital businesses. The third director will have the necessary recent and relevant financial experience to chair the Company's Audit & Risk Committee and will succeed Helmut Kern in that role.
Rod Perry will retire as the Deputy Chairman and Senior Independent Director once his successor has been selected. Helmut Kern will retire as an independent Director and Chairman of the Audit & Risk Committee at the conclusion of the AGM in 2015, once his successor has been selected.
During the course of the review it was mutually agreed that Manfred Bodner's future contribution to the Company would be most effectively obtained by way of an annual consultancy agreement. This arrangement permits the Board and the Chief Executive to receive advice at key times in connection with strategy, brand management and digital marketing. As a result of this new arrangement Manfred Bodner will step down as a Director at the conclusion of the forthcoming AGM.
The remaining Directors express their huge gratitude to Manfred Bodner, Rod Perry and Helmut Kern for their service and contribution to the Company and its predecessor companies and for their significant input and direction over the years.
The Board has appointed Spencer Stuart, a leading executive search firm, to conduct an international search to identify suitable candidates to join the Board.
In addition, Sylvia Coleman will succeed Simon Duffy as a member of the Nominations Committee at the conclusion of the Company's AGM on 22 May 2014.
Commenting on today's announcement, Philip Yea, Chairman-elect, said:
"bwin.party is a business with great brands, technology and people - assets that have combined to create enormous potential. However it is also operating in a challenging and rapidly changing business environment. The steps we are announcing today will ensure that succession is in place to allow the Board to anticipate and address the complexities of technological change, the inevitable transition to regulated and taxed markets and also to maximise the long-term value of the business for its shareholders, customers and employees. Both Rod and Helmut have been strong and effective committee chairmen but it is right to start the search for their successors. I look forward to working closely with Manfred, Rod and Helmut over the coming year, and welcome Sylvia to the Nominations Committee."
As a consequence of the Board evaluation and recruitment plan described above, the Board maintains its unanimous recommendation that bwin.party shareholders and depositary interest holders VOTE AGAINST resolutions 19 to 22 proposed for the AGM on 22 May 2014.
Contacts:
bwin.party digital entertainment plc
Investors Peter Reynolds +44 (0) 20 7337 0177
Media John Shepherd +44 (0) 20 7337 0141