Terme of reference of the Ethics Committee

    Membership

  1. The Committee shall be appointed by the board of directors of the Company (the Board) and shall consist of not less than three members. A quorum shall be two members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
  2. The Chairman of the Committee shall be appointed by the Board and shall be an independent director of the Company. In the absence of the Chairman of the Committee at any particular meeting of the Committee, the remaining members present shall elect one of their number who is an independent non-executive director to chair the meeting.
  3. The Company Secretary shall be the Secretary of the Committee.
  4. The Board shall determine all terms of appointment of members of the Committee. Appointments to the Committee shall be for a period of up to three years, which may be extended by the Board for two further three-year periods.
  5. The members of the Committee shall be identified in the Company's annual financial statements.

    6. Meetings

  6. Only members of the Committee shall have the right to attend Committee meetings. Other directors, members of senior management, advisers or other appropriately experienced outsiders may attend on the invitation of the Committee.
  7. The Company's Head of Regulatory Compliance and Money Laundering Reporting Officer will be invited to attend meetings on a regular basis and shall have direct access at anytime to the Chairman of the Committee.
  8. Meetings will be held in Gibraltar.
  9. The Committee shall meet not less than twice a year and at such other times as any member of the Committee may require.
  10. Unless otherwise agreed, notice of each meeting confirming the venue, time and date of the meeting together with an agenda of items to be discussed shall be forwarded to each member of the Committee prior to the date of the meeting in a timely manner.
  11. The agenda of a meeting shall be determined by the Chairman of the Committee in consultation with the other members of the Committee.

    12. Authority

  12. The Committee may seek any information it requires from any employee of the Company in order to perform its duties. All employees shall co-operate with any request made by the Committee.
  13. The Committee may, at the Company's expense, obtain outside legal or other independent professional advice and secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

    14. Duties

  14. To review the framework of policies put in place by the executive for managing the Company's relationships with stakeholders and protecting it from any external issues that have the potential to materially affect the Company's business and reputation. For the purposes of these terms of reference these policies shall be described as corporate social responsibility (CSR) policies.
  15. In particular, the Committee shall address itself to considering the adequacy of the Company's CSR policies, proposals and procedures relating to:
    1. responsible gaming including the prevention of underage or problem gambling;
    2. compliance with the gaming licenses held by the Company or any of its subsidiaries;
    3. anti-money laundering;
    4. the fairness and integrity of the Company's gaming systems and the process for managing any challenges to the fairness and/or integrity of these systems;
    5. privacy and data protection;
    6. employment matters relating to codes of conduct and health and safety;
    7. charitable donations and investment in the local community;
    8. the Company's suppliers and service providers; and
    9. the Company's impact on the environment.
  16. The Committee shall endeavour to ensure that sufficient focus and resource is given to implementing, monitoring and managing the Company's CSR policies.
  17. The Committee shall, in conjunction with the executive, consider the appointment of third parties to advise on CSR policies and / or audit the Company's CSR policies. In relation to this process the Committee shall, with the executive, evaluate potential third parties, agree the scope of the advisory/audit process and review the results of the exercise.
  18. The Committee shall liaise and report as necessary to the Company's Audit Committee on areas regarding risk management that arise from the Committee's work.
  19. The Committee shall be responsible for reviewing the draft public disclosures about CSR policies made in any statutory documents and advising the Board accordingly.

    Reporting Procedures

  20. The Secretary shall circulate the minutes of meetings of the Committee to all members of the Committee and to all other members of the Board.
  21. The Chairman of the Committee shall report to the Board on all meetings of the Committee.
  22. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed, detailing items that should be published in the Company's accounts relating to the activities for which the Committee is responsible.
  23. The Committee shall conduct an annual review of its work, constitution and these terms of reference to ensure it is operating effectively and at maximum efficiency and make recommendations to the Board for any changes it considers necessary.
  24. The Committee shall make these terms of reference available to shareholders of the Company.

Last updated: 13 December 2007

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