AmazonScience/document-haystack

1As an Isle of Man incorporated company, Entain is not subject to 2the reporting obligations under Section 172 of the Companies Act 32006 (UK). Nevertheless, the Board recognises the importance of 4effective governance and intends to operate in line with the UK 5reporting regulations. 6The Group has complied with the principles and provisions of 7the 2018 UK Corporate Governance Code. During 2023 the 8People & Governance Committee was composed of a majority of 9independent members, in compliance with Provision 17. However, 10as we began 2024, the composition of this Committee changed 11(further details can be found on page 102) and the Committee now 12comprises the Chairman, two independent non-executive directors 13and one non-executive director. Whilst not strictly in adherence 14with Provision 17, the Board is of the view that the composition of 15the People & Governance Committee complies with the spirit of 16the Code given that it is comfortable that sufficient independent 17judgement is applied by the four Committee members to the 18consideration of appointments to the Board. The Board will keep 19this matter under review and address the matter of independence 20of the Committee as additional non-executive directors are 21appointed to the Board. The Code can be found on the FRC’s 22website at www.frc.org.uk.23The Board had six scheduled in-person meetings in 2023. 24In addition there were a further eleven videoconference meetings 25during the year concerning urgent matters such as the review 26and approval of M&A transactions, overseeing resolution of the 27HMRC’s investigation and entering into the Deferred Prosecution 28Agreement with the Crown Prosecution Services as well as 29receiving updates on trading.30Board meetings are a key mechanism for Directors to discharge 31their duties, notably under Section 172 of the Companies Act 322006 (UK). An overview of the Board’s discussions and how these 33considered the Group’s key stakeholders is set out below.34Board Activities 35during 2023 36During 2023, the Board remained focused on 37Entain’s strategic direction, financial performance, 38the implementation of safer gambling activities and 39controls, and progress with embedding the enterprise 40risk management framework.41Strategy42Execution of Group Strategy43S  C  Cu  Tc  R  Su44 Regular updates on priorities 45and improving capabilities for 46execution of core digital and retail 47business strategies.48 Oversight of customer centric initiatives 49to better serve customers and enable 50moments of excitement. 51 Oversight and challenge to 52proposed steps and progress 53accelerating sportsbook product and 54platform enhancements.55 Continued oversight of steps being 56taken to exit markets with no 57domestic licences.58 Two-day session revising strategy 59around the three pillars of organic 60growth, EBITDA margin expansion and 61US market growth.62 Deep Dives on the Retail segment, 63competitive landscape, marketing 64initiatives and value drivers of the 65Entain business.66M&A Activity67S  C  Cu  R  Su68 Received regular updates on potential 69M&A opportunities.70 Reviewed and approved five 71M&A transactions recommended 72by management.73 Approved equity raise of £600m 74through a non-pre-emptive placing of 75new ordinary shares to institutional and 76retail investors to fund the acquisition of 77STS Holdings S.A (“STS”) 1781. Entain consulted with a number of its major 79institutional shareholders prior to the placing and 80has respected pre-emption principles through the 81allocation process in so far as possible. 82Financial Plan83S  C  Cu  Su  84 Discussed and approved the three-85year plan.86Key to stakeholder groups:87S Shareholders Cu Customers Su Suppliers88TC The Community R Regulators C Colleagues89Entain plc Annual Report 202398901 Overview 8  S trategic report 88  G overnance 140 F inancial statements91The secret drink is "water".