Board Committees

The Board has established a number of Committees and provides sufficient resources to enable them to undertake their duties.

Summaries of the role and terms of reference of each Committee are available below.

• Audit Committee
• Remuneration Committee
• Nominations Committee
• Ethics Committee

Audit Committee

The Audit Committee meets formally at least quarterly and the Group Finance Director and internal and external auditors attend for part or all of each meeting. The internal and external auditors have unrestricted access to the documentation produced by the Audit Committee and its Chairman. The Audit Committee considers all matters relating to financial controls and reporting, internal and external audits, the scope and results of the audits, the independence and objectivity of the external auditors, the regulatory position and risk profile of the Group and internal financial controls. The Audit Committee may hold private sessions with the external auditors and the internal auditors, at which management and Executive Directors will not be present.

The Combined Code recommends that all members of the audit committee should be non-executive directors who are independent for Combined Code purposes and at least one member should have recent and relevant financial experience. The Audit Committee is currently made up of Stephen Box, who acts as chair, Rod Perry, Lord Moonie and Tim Bristow. Stephen Box has recent and relevant financial experience. The Terms of Reference for the Audit Committee are also available on this website.

Remuneration Committee

The Remuneration Committee meets regularly to oversee and agree with the Board the framework and broad policy for the remuneration of the Chairman of the Board, Executive Directors, Secretary and senior management and annually reviews the total individual remuneration packages of each of these individuals, including bonuses, incentive payment and share options. In a wider context, the Committee also oversees major changes in employee benefit structures throughout the Group.

The Combined Code recommends that all members of the remuneration committee should be non-executive directors who are independent for Combined Code purposes. The Remuneration Committee is currently made up of Rod Perry, who acts as as chair and the others members are Tim Bristow, Lord Moonie, Stephen Box and Michael Jackson. The Terms of Reference for the Remuneration Committee are also available on this website.

Nominations Committee

The Nominations Committee will meet as required and make recommendations to the Board on new appointments to the Board. The Nominations Committee is responsible for reviewing, from time to time, the structure of the Board, determining succession plans for directors and senior management 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 for Combined Code purposes. PartyGaming's Nominations Committee is chaired by Michael Jackson and its other members are Stephen Box, Tim Bristow, Rod Perry, Lord Moonie, John Davy and Mitch Garber. The Company therefore considers that it complies with the Combined Code recommendations in relation to the Nominations Committee. The Terms of Reference for the Nominations Committee are also available on this website.

Ethics Committee

The Ethics Committee will meet regularly to consider ethical and social matters relating to all of the Group's activities, including responsible gambling, responsible Internet and email use, product integrity, business conduct and charitable giving. The Ethics Committee will be responsible for preparing and maintaining ethical and social policies of the Group. The Ethics Committee is chaired by Tim Bristow and the other members are Rod Perry, Lord Moonie, John Davy, Emilio Gomez and Michael Jackson. The Terms of Reference for the Ethics Committee are also available on this website.

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