Our Committees
Board Committees
The Committees report regularly to the Board on the performance of the activities they have been assigned.
Audit Committee
The Audit Committee comprises only Non-Executive Directors. Its members are Leslie-Ann Reed (Committee Chair), David Wilton, David Walsh, and Ilse Howling. The Committee is supported by Jessica Bourne (Company Secretary), and Alex Bevis (CFO).
The Audit Committee determines the terms of engagement of the Group’s Auditor and, in consultation with the Auditor, the scope of the audit. It will receive and review reports from management and the Auditor relating to the interim and annual accounts as well as the accounting and internal control systems in use by the Group and Company. The Audit Committee has unrestricted access to the Group’s Auditor.
The Audit Committee also reviews accounting and treasury policies; financial reporting, including key performance indicators and supporting key areas of management judgements; and corporate governance standards. The Audit Committee is open to attendance by any Director, and reports its key issues at Board meetings.
In the financial year to 31 May 2023, the Audit Committee met on four occasions and all meetings were attended by the external Auditor, Ernst & Young.
Key areas of activity
The significant issues considered by the Audit Committee during the year were as follows:
- revenue recognition, including in respect to games launched on early access;
- acquisition accounting of Complex Games Inc., including determining the purchase price allocation (PPA);
- capitalisation of development costs, including the allocation of F1® Manager costs between franchise and game assets;
- review of amortisation profiles and periods for intangible assets;
- impairment of capitalised development costs, including the impairment of intangible assets;
- taxation, including focus on Video Games Tax Relief, Patent Box and RDEC; and
- share-based payments.
Other activities considered by the Audit Committee during the year were as follows:
- review of the Annual Report and Accounts and FY23 Interim Results;
- review of the external Auditor’s findings from the prior year audit;
- environmental, social and governance matters;
- review of key accounting policies;
- internal control and risk management reviews;
- external audit performance review;
- audit of physical disc distributor; and
- treasury policy, counterparty, and foreign exchange risk review.
Nominations Committee
The Nominations Committee comprises David Walsh (Committee Chair), David Wilton, Ilse Howling, Leslie-Ann Reed, David Braben, and Jonny Watts. The Committee is supported by Jessica Bourne (Company Secretary).
The Nominations Committee reviews the constituents of the Board and its Committees to ensure appropriate, balanced representation.
In the financial year to 31 May 2023, the Nominations Committee met on three occasions.
Key areas of activity
The key areas of activity considered by the Nominations Committee during the year were as follows:
- Board composition and the assessment of the need for further Non-Executives, with a net increase of one Non-Executive Director
- Planning and managing Board role transitions, including Chairman, CEO, and President and Founder
- The appointment of a new, independent Audit Committee Chair, with Leslie-Ann Reed being appointed on 1 June 2023
- Planning and managing the Company Secretarial role transition, with Jessica Bourne being appointed on 10 August 2022
- Review of senior positions required to strengthen the organisation and succession planning
Renumeration Committee
The Remuneration Committee comprises only Non-Executive Directors. Its members are Ilse Howling (Committee Chair), David Wilton, David Walsh, and Leslie-Ann Reed. The Committee is supported by Jessica Bourne (Company Secretary), Alex Bevis (CFO), and Yvonne Dawes (Head of HR).
The Remuneration Committee reviews the scale and structure of the Executive Directors’ future remuneration and the terms of the service agreements with due regard to the interests of shareholders. No Director is permitted to participate in discussions or decisions concerning their own remuneration. The Remuneration Committee also approves annual salary review limits, bonus schemes, and payment limits; in addition to significant employee benefits, such as pensions, medical insurance, and share option schemes.
In the financial year to 31 May 2023, the Remuneration Committee met on four occasions.
Key areas of activity
The key areas of activity considered by the Remuneration Committee during the year were as follows:
- Review of Directors’ remuneration against benchmark data
- Annual salary review, including the challenges in respect to inflation
- Review of employee benefits through employee surveys and benchmarking
- Extensive review of equity schemes, including CSOP, LTIP, and Sharesave
- Pension planning and execution
- Bonus scheme assessment, outcomes, and implementation