bwin.party digital entertainment announced Friday a number of changes affecting the future composition of its board of directors, with the company initiating a search for three new independent directors with a view to completing their appointment during the current year.
It follows an independent board evaluation process, supported by third-party corporate governance advisory Lintstock Limited, which has been involved in previous board performance reviews at the company.
The review focused particularly on the board's performance in the areas of strategy formulation and execution, risk management and what additional skills might be required to best support the company's future success.
During the course of the review, bwin.party directors answered a detailed questionnaire following which the chairman-elect Philip Yea met individually with each director to discuss their opinions about the board's performance and how best to draw on their expertise.
In parallel with this review, Yea also met with a significant number of the company's major shareholders and was able to discuss their concerns or questions regarding previous and future governance of the company.
bwin.party said that were “no material adverse findings” from the review. On the recommendation of the Nominations Committee, the board has however decided to commence the search for three new independent directors with a view to completing their appointment during the current year.
The company said this was a result of the increasing complexity of the group's business and regulatory environment, combined with the length of service of a number of the non-executive directors, and the need to prevent the board from becoming too large and unwieldy.
“bwin.party is a business with great brands, technology and people - assets that have combined to create enormous potential,” said Yea. “However it is also operating in a challenging and rapidly changing business environment. The steps we are announcing today will ensure that succession is in place to allow the board to anticipate and address the complexities of technological change, the inevitable transition to regulated and taxed markets and also to maximise the long-term value of the business for its shareholders, customers and employees.”
The company said that the first of these appointments will succeed Rod Perry as deputy chairman and senior independent director, and is likely to be an individual with “extensive public company experience and understanding to be able to undertake this role whilst also bringing complementary and relevant experience to the board.”
The search for a second director will target candidates with “extensive knowledge and expertise in information technology, market trends and technology delivery in consumer-facing digital businesses.”
The third director will have the necessary recent and relevant financial experience to chair the company's Audit and Risk Committee and will succeed Helmut Kern in that role.
Perry will retire from his role once his successor has been selected, while Kern will step down at the conclusion of the company’s 2015 Annual General Meeting next year, once his successor has been selected.
In addition, bwin co-founder Manfred Bodner will step down as a director at the conclusion of the forthcoming AGM next week, after the company declared that his future contribution to the company would be most effectively obtained by way of an annual consultancy agreement. This arrangement permits the board and bwin.party CEO Norbert Teufelberger to receive advice at key times in connection with strategy, brand management and digital marketing.
The board has appointed leading executive search firm Spencer Stuart to conduct an international search to identify suitable candidates to join the board.
bwin.party confirmed that Sylvia Coleman will succeed Simon Duffy as a member of the Nominations Committee at the conclusion of the company's AGM next week.
“Both Rod and Helmut have been strong and effective committee chairmen but it is right to start the search for their successors,” continued Yea. “I look forward to working closely with Manfred, Rod and Helmut over the coming year, and welcome Sylvia to the Nominations Committee."
As a consequence of the board evaluation and recruitment plan, the board maintains its unanimous recommendation that bwin.party shareholders and depositary interest holders vote against resolutions 19 to 22 proposed for the AGM on Thursday 22nd May. This relates to activist investor SpringOwl’s plan to requisition the nomination of four additional directors to the company’s board.
Shares in bwin.party digital entertainment plc (Co. Data) (LSE:BPTY) dropped 2.84 per cent to 115.24 pence per share in London Friday, having fallen 6.69 per cent in trading yesterday.