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GAN is a leading developer and supplier of online gaming content and enterprise-level business to business gaming software systems.
The Company has developed an Internet Gaming System (“IGS”), which it licenses to online and land- based gaming operators as a turn-key technology solution for both regulated real-money and simulated online gaming. The IGS, developed in London under a UKGC license, is certified to the highest technical standards currently required by gaming regulators.
The IGS includes a gaming content platform which enables the distribution of a comprehensive range of proprietary and third party gaming content to online gaming operators.
GAN develops online casino games and converts offline casino slot machines into online equivalents on behalf of third party land-based slot machine manufacturers.
The Company also operates a licensed business to customer website under the brand MoneyGaming.com in the UK, which offers a suite of skill, casino table and third party slot games to end-users.
GAN has an established business in Europe, licensing its gaming content platform to UK, Spanish and Italian gaming operators including, PaddyPower, William Hill, Rank, Lottomatica, Sisal MatchPoint, and SNAI. GAN has also licensed instances of the IGS to European land-based casino operators, including Rank in the recently regulated Spanish market. GAN has strategically positioned itself as a first mover and is actively seeking to replicate this successful approach in regulating markets in Europe.
GAN has been developing its presence in the US since 2009 and established a dedicated US office in Las Vegas, Nevada in 2013. In October 2013, the company completed its first significant US transaction with the sale of a version of its IGS to Aristocrat Technologies. In New Jersey, GAN has partnered with Betfair to provide Trump Plaza Hotel and Casino with its IGS to offer regulated real-money online gaming from November 2013.
In unregulated US states, GAN offers a monetized virtual credit gaming solution (known as “simulated gaming”) to land-based casino operators seeking to build their online brand in preparation for the regulation of real-money online gaming. In Connecticut, GAN has licensed a version of the IGS to the Mashantucket Pequot Tribal Nation (owners and operators of the Foxwood’s Casino Resort) to offer simulated gaming in expectation of intra-State regulation in Connecticut in 2015.
GAN is incorporated in England and Wales, registered number 03883658. The United Kingdom is the company’s main country of operation.
Dermot joined GAN in 2002. Dermot previously worked in the European Investment Banking team of SoundView Technology Group. Dermot has operational and management experience in online gaming through his experience with GAN, together with M&A, strategic advisory and private equity financing experience in the gaming technology industry. Dermot is a qualified (non-practicing) UK lawyer specialized in corporate finance. Dermot’s education encompasses an LLB in Law from Exeter University, the Legal Practice Course from the College of Law (UK) and the Investment & Corporate Finance Advisory qualification from the UK’s Financial Conduct Authority.
Richard Santiago: Age 45. Richard joined GAN in June 2018. Richard brings substantial operational and strategic financial expertise to GAN derived from a wide range of public and private US-based Internet companies including Activision Blizzard, Riot Games, and EatStreet. Richard holds a Bachelor of Science in Business Administration from the University of California at Berkeley.
Seamus McGill: Age 65. Seamus joined the Board of GAN in April of 2014. Seamus has 18 years’ experience in the gaming and technology industries and served as the President of Joingo, a mobile software company in San Jose, California with overall responsibility for company growth and financial performance. Seamus left Joingo at the end of 2015 to devote more time to his Director’s role at GAN and in 2017 he was elected to the position of Non-Executive Chairman. Prior to Joingo, Seamus spent five years at Aristocrat Technologies, the second largest manufacturer of slots machines and gaming solutions in the world. At Aristocrat, he was Chief Operating Officer of the Americas with responsibility for the North American, Canadian and Latin American markets. Prior to Aristocrat, he held senior positions at Cyberview Technology, WMS Gaming Inc. and Mikohn Gaming Corporation. Seamus is still very active in the Gaming Industry and consults for several companies through his own firm, McGill Consulting.
Michael joined the Board of GAN in June 2008. Michael is Chief Executive of S.F. Investments, a privately held company that manages worldwide investments on behalf of the Smurfit family. Michael is a director of a number of companies, including Inflection Bioscience and The K Club Limited. Michael previously held a number of senior positions within the Jefferson Smurfit Group both in Europe and the US.
Roger joined the Board of GAN in June 2008. Roger is an entrepreneur and an experienced non-executive director, representing both private equity investors and personal investments. Roger has a track record of investing in numerous high growth companies, including gaming and Internet businesses and has significant experience of acquisitions and disposals. Roger has a BA in Business Finance and an MSc (MBA) from London Business School.
The Directors have established an audit committee, a remuneration committee, and a nomination committee with formally delegated rules and responsibilities. Each of the committees currently comprises the non-executive Directors and will meet regularly, and at least twice each year.
The Audit Committee
The audit committee is responsible for ensuring that the financial performance of the Company is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. It will meet at least once a year with the auditors without executive Directors present. The audit committee is comprised of Roger Kendrick, Seamus McGill and Michael Smurfit Jr. and will be chaired by Roger Kendrick. Roger Kendrick is deemed to have recent and relevant financial experience and is the audit committee financial expert.
The Remuneration Committee
The remuneration committee reviews the performance of the executive Directors, sets and reviews the scale, structure, and basis of their remuneration and the terms of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the remuneration committee will seek to enable the Company to attract and retain staff of the highest calibre. The remuneration committee will also make recommendations to the Board concerning the allocation of share options to employees. No Director is permitted to participate in discussions or decisions concerning his own remuneration. The remuneration committee is chaired by Seamus McGill and comprised of Roger Kendrick and Michael Smurfit Jr.
The Nomination Committee
The nomination committee is responsible for reviewing the size, structure, and composition of the Board, succession planning, the appointment of replacement and/or additional directors and for making the appropriate recommendations to the Board. The committee is comprised of Michael Smurfit Jr., Roger Kendrick and Seamus McGill and will be chaired by Michael Smurfit Jr.
GAN plc is incorporated in the United Kingdom (registered number 03883658).
The United Kingdom is also GAN’s main country of operation.
The rights of shareholders may be different from the rights of shareholders in an Irish incorporated company.
Please click on the link below to access Company announcements.
GAN plc is listed on the AIM market of the London Stock Exchange (Ticker: GAN) and the Enterprise Securities Market (ESM) of the Irish Stock Exchange (Ticker: GAME).
Total number of shares issued: 70,051,924
Number of shares (if any) held in treasury: Nil
Shareholders with >3% of total issued:
Pursuant to the AIM Rules, and insofar as the Company is aware, as at 15 December 2017, 33.96% of the Company’s AIM securities were not in public hands.
As an AIM listed Group, GAN plc is not required to follow the provisions of the UK Corporate Governance Code (the Code). The Board however recognizes the importance and value of good corporate governance procedures and accordingly have selected those elements of the Code that they consider relevant and appropriate to the Group, given its size and structure.
The Company is subject to the City Code on Takeovers and Mergers.
Following the recent consultation by the London Stock Exchange, new AIM Rules were published in March 2018. One of the key amendments is in respect of AIM Rule 26 (as set out in AIM Notice 50), which now requires AIM companies to state on their website which recognised corporate governance code they apply and how they have applied that code.
The Board of Directors of GAN Plc is committed, where practicable, to developing and applying high standards of corporate governance appropriate to the Company’s size and stage of development. The Board of Directors seeks to apply where appropriate the Quoted Companies Alliance (QCA) Code, revised in April 2018, based on the ‘comply or explain’ principle.
The Quoted Companies Alliance is the independent membership organisation that champions the interests of small to mid-size quoted companies. The QCA Code takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies.
The QCA Code is constructed around ten broad principles (accompanied by an explanation of what these principles entail, under ‘application’) and a set of disclosures. The Code states what is considered to be appropriate arrangements for growing companies, and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures.
The table below sets out the principles, the application recommended by the QCA code. It then sets out how GAN complies with these requirements and departures from code, and provides links to appropriate disclosures. These are based upon the recommended disclosures provided in the QCA code.
These disclosures were last reviewed on 27 September 2018.
1. Establish a strategy and business model which promote long-term value for shareholders
The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.
The Board of Directors has a clear vision for GAN for the medium to long term that it regularly sets out in communications with stakeholders.
The Board of Directors meet on a regular basis to discuss the strategic direction of the Company, and progress against its aims.
GAN provides detailed disclosure on the Company’s business model and strategy in the Annual Report. Strategic objectives and risks are disclosed for the upcoming year.
2. Seek to understand and meet shareholder needs and expectations
The directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.
The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
GAN has a Board of Directors with experience in understanding the needs and expectations of its shareholder base. It supplements this board with professional advisers including the NOMAD, Joint Brokers and Auditors who provide advice and recommendations in various areas of its communications with shareholders.
GAN engages with shareholders in the following way:
The Company does not currently have a dedicated investor relations role. The Board feels that this is appropriate given the size and stage of development of the Company.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others).
The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.
Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
Key resources and relationships and on which the business relies are its customers, employees, suppliers, shareholders, and elements of regulatory framework.
The Company does not have a formal feedback mechanism with respect to stakeholders.
The board will keep this under consideration and put in place procedures when it is felt appropriate.
External stakeholders can contact the Company via their key contact, or directly via the website.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy.
Companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
GAN recognises that risk is inherent in all of its business activities. Its risks can have a financial, operational or reputational impact.
The Board routinely monitors risks that could materially and adversely affect the Group’s ability to achieve strategic goals, financial condition and results of operations. The effectiveness and adequacy of mitigating controls are assessed. If additional controls are required, these will be identified and responsibilities assigned. The Board is supported by senior management personnel who collectively play a key role in risk management and regularly report to the Board.
5. Maintain the board as a well-functioning, balanced team led by the chair
The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements.
Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.
The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors.
The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
The Board has five directors, three of whom are non-executive. The Board considers that all Non- executive Directors bring an independent judgement to bear notwithstanding the varying lengths of service.
The Board is responsible for the management of the business of the Company, setting its strategic direction and establishing appropriate policies. It is the directors’ responsibility to oversee the financial position of the Company and monitor its business and affairs, on behalf of the shareholders, to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal controls and risk management.
The non-executive directors bring a wide range of skills and experience to the Company, as well as judgment on strategy, risk and performance.
The Board of Directors meet at least ten times a year as a full board. The attendance at Board Meetings for the year ended 31 December 2017 can be found in the Annual Report for the year ended 31 December 2017.
The board has appointed a number of subcommittees to assist in its activities.
The Remuneration Committee consists of Seamus McGill (Committee Chairman), Roger Kendrick and Michael Smurfit Jr. It is responsible for reviewing the performance of the senior executives and for determining their levels of remuneration.
The Nomination Committee meets as required to consider the composition of and succession planning for the Board, and to lead the process of appointments to the Board. The Committee Chairman is Michael Smurfit Jr. The other members of the Committee are Seamus McGill and Roger Kendrick.
The Audit Committee consists of three non-executive Directors: Seamus McGill, Michael Smurfit Jr. and Roger Kendrick (Committee Chairman). Dermot Smurfit attends the committee meetings by invitation. The Audit Committee meets at least once a year to consider the annual financial statements and the audit plan. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the financial statements and internal control systems.
The current non-executive directors cannot be considered independent under independence definitions.
The Board feels that this is appropriate given the size and stage of development of the Company.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities.
The board should understand and challenge its own diversity, including gender balance, as part of its composition.
The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.
The Board of GAN has been assembled to allow each director to contribute the necessary mix of experience, skills and personal qualities to deliver the strategy of the company for the benefit of the shareholders over the medium to long term. Full details of the Board Members and their experience and skills can be found by following the link opposite.
Together the Board of Directors provide relevant skills including the skills associated with running a public company, technical skills, country experience and technical and financial qualifications to assist the Company in achieving its stated aims.
The Directors keep their skillsets up to date as required through the range of roles they perform and consideration of technical and industry updates.
The Board has not sought external advice on any significant matter, apart from advice sought in the normal course of business from our auditors, lawyers and tax compliance advice. No external advisers have been engaged by the Board of Directors, except as noted above.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.
The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.
It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.
GAN has yet to carry out a formal assessment of board effectiveness, given its stage of development as an entity. The Board are considering how this first assessment will be carried out.
GAN has yet to carry out a formal assessment of board effectiveness.
The board will keep this under consideration and put in place procedures when it is felt appropriate.
8. Promote a corporate culture that is based on ethical values and behaviours
The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.
The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team.
Corporate values should guide the objectives and strategy of the company. The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.
The Sustainability section of our Strategic Report on page 22 of our Annual Report & Accounts for the year ended 31 December 2017 details the ethical values of GAN including responsible gaming, environmental, social and community and internal and external relationships.
The company maintains an internal Employee Handbook that is shared with all employees and encompasses the conduct associated with the objectives and strategy of the company.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.
Our Corporate Governance Statement on page 23 of our Annual Report & Accounts for the year ended 31 December 2017 details the company’s governance structures and why they are appropriate and suitable for the company.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:
It should be clear where these communication practices are described (annual report or website).
Historical annual reports and other governance-related material, notices of all general meetings over the last five years can be found on the website.
There have been no votes where a significant proportion of votes (e.g. 20% of independent votes) have been cast against a resolution at any general meeting.
The company proactively publishes details of any events deemed material to shareholders through the Company’s website.
A report of the audit committee has not been produced and the Committee will publish this when practical.