Corporate Governance

The board is committed to ensuring that the Group is well managed and that rigorous and transparent procedures allow this to happen.

The principal governance rules applying to UK companies listed on the London Stock Exchange are contained in The UK Corporate Governance Code, revised by the Financial Reporting Council in September 2012 (the “Code”). This report also includes the information that is required by the Financial Conduct Authority’s Listing Rules (“LR”) and Disclosure Rules and Transparency Rules (“DTR”) to be contained in the Company’s annual report.

Board composition

The board consists of:

  • non-executive chairman;
  • four independent non-executive directors; and
  • two executive directors - the chief executive and the finance director.

Read more on our board

Key board responsibilities

The board is responsible for:

  • Group strategy, objectives and policies;
  • general and long-term progress of the Group within the political, economic, environmental and social setting of the day;
  • financial performance, annual budgets and business plans;
  • major capital expenditure, acquisitions and divestments;
  • annual and half-year financial results and interim management statements;
  • board committees and their terms of reference;
  • internal controls and risk management;
  • responsible gambling and ethical behaviour;
  • sound governance, health and safety, and environmental policies;
  • board and company secretary appointments;
  • senior management structure, remuneration and succession; and
  • investor relations.

Specific responsibilities are delegated to our four board committees – audit on page 56 of the Annual Report 2014, remuneration on page 64 of the Annual Report 2014. Nominations on page 61 of the Annual Report 2014 and finance on page 63 of the Annual Report 2014.


How does the Company maintain adequate systems of internal control?

To maintain control and direction over strategic, financial, operational and compliance issues, the board has put in place formally defined lines of responsibility and delegation of authority.

Established procedures are geared to identify, evaluate and manage significant risks and to monitor the Group's businesses and performance.

This framework is reviewed annually and is designed to safeguard shareholders' investments and the Group's assets, while ensuring that proper accounting records are maintained. Senior management is responsible for making sure that controls and procedures are enforced and that the board is informed of any risks and control issues that arise.

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Is there a risk evaluation process?

As part of its risk oversight role, the board, as a whole, including the audit committee, satisfies itself that the necessary steps are taken to foster a culture of risk-adjusted decision-making throughout the Group. The board strives to ensure that risk management is an integral component of the Group's corporate strategy, culture and value generation process. The board's view is that risk management should be neither an impediment to the conduct of business nor a mere supplement to the Group's overall compliance programme.

The risk management process is reviewed by the audit committee on behalf of the board and monitored regularly by the chief executive, supported by the company secretary.

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Who is responsible for internal control?

The executive directors and senior management meet regularly with representatives from the business to address financial, human resource, risk management and other control issues.

Our system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives, and provides reasonable, not absolute, assurance against material mistatement or loss. It controls, rather than eliminates, any human error, deliberate misconduct or unforeseen events.

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What type of control environment does the Group maintain?

We oversee a culture of strong control and risk management. This is reflected in:

  • directors’ methods of enforcing control, some of which were established through Rank’s historical activities in the USA and the requirement to comply with the Sarbanes-Oxley Act 2002;
  • management style and philosophy;
  • dedicated teams for compliance and internal audit; and
  • Rank’s organisational structure and clear lines of accountability, authority and responsibility.

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Does the Group have an internal audit function?

The audit committee has responsibility for the internal audit function and the director of internal audit reports directly to the chairman of the audit committee.

Our internal audit team provides an objective and continuous stream of data and opinion on risk management and control. To avoid bias, it is entirely independent of the business operations under audit, and line management is to the chairman of the audit committee. The audit committee agrees the annual audit plan and reviews audit reports produced by the internal audit team.

The scope of the audit coverage is defined by the audit committee and covers all systems, procedures and activities of all operations, departments and functions within the Group, including projects, policy developments, financial and non-financial processes.

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Does the Group have an effective system of internal control?

Our system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives, and provides reasonable, not absolute, assurance against material mistatement or loss. It controls, rather than eliminates, any human error, deliberate misconduct or uncertain events.

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How does the Company communicate with its shareholders?

The board as a whole takes responsibility for ensuring that satisfactory dialogue with shareholders takes place. We speak with institutional shareholders and city analysts through a programme of investor relations and regular meetings with principal shareholders conducted by our chief executive, finance director and director of investor relations.

All directors receive reports to keep them in touch with shareholder opinion. During the period under review, a total of 23 meetings with nine shareholders were attended by one or more of the chairman, chief executive and finance director.

Formal briefings on shareholder opinion are circulated to the board after presentation of the Company's interim and annual results.

The principal method of communicating with all our shareholders is via our corporate website, www.rank.com. Information can be provided in paper format but only when shareholders specifically request this.

All shareholders are welcome to attend our annual general meeting ("AGM"). Private investors are encouraged to ask questions following a summary business presentation of the Group's results and development plans.

The chairman, chief executive and chairmen of the audit, remuneration and nominations committees are all present.

Shareholders are invited to vote on the formal resolutions contained in the notice of meeting, which is published at least 20 working days beforehand. The business presentation, voting results and answers are made available at www.rank.com, or in printed format on request.

Shareholders may also use electronic means to vote - or appoint a proxy to vote on their behalf - at the annual and other general meetings of the Company.

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