LONDON, UK / ACCESSWIRE / May 7, 2021 / In compliance with Listing Rule 9.6.1, the Company has submitted a copy of each of the following documents to the National Storage Mechanism, and these will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- Annual Accounts for the year ended 31 December 2020 (2020 Annual Accounts)
- Notice of the Annual General Meeting (2021 AGM Notice)
- Proxy Form for the 2021 AGM for those holding ordinary shares (Form of Proxy)
- Proxy Form for the 2021 AGM for the former registered holders of exchangeable shares in The Intertain Group Limited (Canadian Form of Proxy)
The 2021 AGM will be held at 2:00 pm (UK time) on Thursday 10 June 2021 at 10 Piccadilly, London W1J 0DD.
The 2020 Annual Accounts, the 2021 AGM Notice and the Form of Proxy/Canadian Form of Proxy (as applicable) are being posted today and the 2020 Annual Accounts and the 2021 AGM Notice will shortly be available to view on the Company's website at: https://www.gamesysgroup.com/investors
In compliance with applicable Canadian securities laws, the 2020 Annual Accounts, the 2021 AGM Notice, the Form of Proxy and the Canadian Form of Proxy will also be filed under the Company's profile on SEDAR at www.sedar.com.
The information set out in the Appendix, which is extracted from the 2020 Annual Accounts, should be read in conjunction with the Full Year Results announcement released on 9 March 2021, which includes a condensed set of consolidated financial statements for the year ended 31 December 2020 and an indication of the important events that have occurred in the reporting period. That information, together with the information set out in the Appendix, constitutes the material required by Disclosure Guidance and Transparency Rule 6.3.5 which is required to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full 2020 Annual Accounts. Page and note references in the Appendix are page and note numbers in the 2020 Annual Accounts and Notes to the Financial Statements.
About Gamesys Group plc
Gamesys Group plc is the parent company of an online gaming group that provides entertainment to a global consumer base. Through its subsidiaries, Gamesys Group plc currently offers bingo and casino games to its customers using brands which include Jackpotjoy, Virgin Games, Botemania, Vera&John, Heart Bingo, Monopoly Casino, Rainbow Riches Casino and MEGAWAYS Casino. For more information about Gamesys Group plc, please visit www.gamesysgroup.com.
Enquiries:
Gamesys Group plc
Dan Talisman, Chief Legal Officer & Company Secretary
+44 (0)20 7478 8100
[email protected]
Finsbury
James Leviton
Robert Allen
+44 (0)20 7251 3801
[email protected]
APPENDIX
Principal Risks and Uncertainties
A description of the principal risks and uncertainties that the Company faces is extracted from pages 60 to 67 of the 2020 Annual Accounts.
Managing our risks
Risk is intrinsic to the industry in which Gamesys Group plc operates. Key to the successful delivery of our strategy remains considering, and accepting, the impact, both positive and negative, which risk can have on our business.
Understanding our principal risks and uncertainties and ensuring there are sufficient controls in place remains critical to our continued growth and success. We operate in a fast-changing business environment and have considered our principal risks alongside our updated strategy. Ultimate accountability for risk lies with the Board, supported by the Audit & Risk Committee, and executive management on the day-to-day management. We have continued our work with PricewaterhouseCoopers ('PwC') who have supported the business in the implementation of a framework to allow for the identification, assessment, mitigation and monitoring of risk throughout the enlarged group. Gamesys Group plc complies with the revised 2018 UK Corporate Governance Code and supports its application in delivering a well-governed business.
We continue to develop the governance structures and processes across the enlarged Group. We established an Internal Audit & Risk function in advance of the completion of the acquisition. Our risk management framework has been developed to provide clarity on risk governance and oversight whilst encouraging ownership and accountability across the business. The framework summarises the formal process for the identification, assessment, mitigation, reporting, monitoring and review of our risks. We are continuing to implement this process across the enlarged Group during 2020 and to develop a risk-aware culture, supported by expected behaviours.
Our approach to risk management follows the three lines of defence model, whilst remaining dynamic and practical to our needs. This enables us to respond to changes in the business environment, and to deliver on our expectations of increased transparency, value protection and creation.
How we manage risk at Gamesys Group plc
In 2020, we extended the risk management framework across the enlarged Group. Through the Group Risk Committee, our executives and senior management discuss an aggregated view of risk, both present and developing. The Board and our executives review these risks to inform the Group's understanding of its principal risks and to ensure that there are adequate controls in place to mitigate these where applicable. During these discussions, the Board concluded that it was comfortable with the potential impact of the principal risks, measured against our inherent risk appetite, and communicated the importance of risk management clearly across the business. Significant strides have been made in 2020 to embed our approach to risk management throughout the enlarged Group and its operating divisions, which we will continue to focus on in 2021.
The priorities for risk management throughout 2021 will be to:
- update our risk appetite against the principal risks to allow for informed decision-making;
- continue to embed the risk management framework, encouraging ownership and accountability;
- the development of bottom-up risk activities across territories, operating divisions and central functions including continued engagement with the wider business;
- identification and analysis of new and emerging risks at both a strategic and operational level. This will help to ensure that, as a business, we can adapt to an ever-changing risk landscape;
- continue to test, refine and develop our suite of internal controls through targeted reviews performed by the Internal Audit & Risk team supported by third-party risk management specialists; and
- continue to embed the 'three lines of defence' (as reflected in the Risk Management Model) approach to assurance through the business, management (supported by the Risk function) and independent assurance, where appropriate.
With regard to the effectiveness of risk and internal control throughout the business, please refer to pages 82 to 85, under the Corporate Governance section.
Our principal risks
A robust assessment has been undertaken by the Board to assess the principal and emerging risks facing the business. Consideration has been given to those which could threaten the successful delivery of our strategy, the impact on our future performance and create a risk around our solvency or liquidity.
The radar shows the position of our principal risks and we have taken the decision to split these into three areas over which we have varying levels of control and oversight.
These three areas are:
- External - where we have limited control over the cause of the risk and would need to focus our effort on managing the potential consequences.
- Strategic - risks which could be influenced by external factors but over which we have the opportunity to put in place controls to better manage potential causes and consequences.
- Operational - risks that could arise through the day-to-day operations in relation to which we could put in place effective controls. These would be for known areas of the business, in addition to risks which could potentially arise through changes which we undertake in the delivery of our growth strategy.
The risks represent a snapshot at this point in time, and as the environment we operate in is constantly evolving, new risks may arise, the potential impact of known risks may increase or decrease, and our assessment of a risk may change. They do not include all those risks associated with the Group's activities and are not set out in any order of priority. This is not intended to be an exhaustive and extensive analysis of all risks which may affect the Group.
External Risks
Regulatory and legislative change
Licensing, taxes, laws and regulatory changes in key markets could have a materially adverse impact on the Group and its operations.
Strategy links:
- Double-digit growth across the UK and Spain
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- The Group closely monitors regulatory, legislative, and fiscal developments in key markets allowing the Group to assess, adapt and take the necessary action where appropriate. The Group maintains close relationships with the key regulators in the markets which it operates in. Management takes external advice from a strong network of external advisers, who provide guidance and support to understand incoming legislation and prospective regulation.
- Membership and active participation with industry bodies such as the Betting and Gaming Council and its relevant sub-committees across various thematic areas provides the ability to consult with our peers and stakeholders in territories where changes are foreseen as well as to consult on the impact and feasibility of proposed changes.
- The Group's governance and compliance framework has been expanded and developed over the year. The Audit & Risk Committee and the ESG Committee provides Board oversight across the Group's regulatory requirements and processes supported by an internal compliance management committee ensuring compliance and regulatory focus is maintained.
Financial and economic
Potential macroeconomic change, including currency fluctuations and interest rates, have a negative impact on Gamesys Group plc.
Strategy links:
- Deliver the best content
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- The Group monitors changes in the macroeconomic environment on an ongoing basis. The Group's debt structure is denominated in the currencies of the revenues we generate, limiting our exposure to currency fluctuations. The Group's hedging processes and instruments are monitored regularly to ensure exposures are minimised.
Strategic Risks
Brand and reputation
A major incident could leave a negative impact on Gamesys Group plc and the suite of brands offered.
Strategy links:
- Double-digit growth across the UK and Spain
- Grow the Asian market
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- The Group operates in several markets under a portfolio of different brands. The Group's technology and operational set up is tailored to meet the specific requirements and consumer preferences to ensure a best-in-class experience is delivered to our audience. Analysing the key areas of the business fundamental to preserving the Group's reputation and brand perception, ensures that key response plans are in place where necessary, in areas such as in compliance, technology, and data privacy. These plans are reviewed and refined on an ongoing basis to ensure our incident management processes are kept up to date with organisational and legislative changes.
- All external communications and press releases are managed by the Group's experienced investor relations team, which operates within the Group's Delegation of Authority policy.
- The Group's ESG Committee oversees the framework of policies and controls which (i) support its vulnerable members, (ii) manage the Company's relationships with stakeholders and (iii) protect the Group from any external issues that have the potential to materially affect the Company's business and reputation.
- In 2020, the Group adopted a new sustainability strategy, 'Gamesys Cares' to drive sector leading performance in relation to player wellbeing, employee engagement, and building a brighter future for our communities and the environment.
- The introduction of the Group's first Human Rights Policy and Environment, Energy & Carbon Policy provides the framework to being operationally carbon neutral and meeting the UN Sustainable Development Goals.
Competitive landscape
Gamesys Group plc potentially fails to adapt and innovate to maintain its position as a market leader.
Strategy links:
- Double-digit growth across the UK and Spain
- Grow the Asian market
- Invest in North America
- Deliver the best content
- Gamesys cares
How we manage and mitigate the risk
- The Group monitors market developments on an ongoing basis, driving discussions on innovation and ensuring wider awareness. Our roadmap of games and product offerings are subsequently tailored to the markets in which we operate.
- Leveraging the Group's proprietary technology and its operational capabilities facilitates working in emerging markets. Our code deployment frequency has increased and as our technology pipeline moves further to automated abilities, more features of high quality are made available to the player quicker than ever before - all without sacrificing the overall stability of our platforms.
- The Group's player insights, business development and data analytics capabilities provide the platform to offer our customers the best experience possible. As part of our cultural DNA, the 'Be The Player' strand ensures a customer centric focus in all areas, resulting in improved onboarding journeys, wider use of customer facing control tools, leading to the long-term sustainable growth we are constantly focused on.
- Our country management structures provide our teams with local autonomy to ensure speed of execution and the ability to understand customer demands within different territories.
Safer gambling
Gamesys Group plc recognises the need to apply high standards to the welfare of our players.
Strategy links:
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- Safer gambling remains a key part of our business strategy. The Group maintains a suite of safer gambling processes and controls across all the Group's proprietary platforms in the markets it operates in. Complemented by specifically developed KPIs, which allows the business to monitor key player metrics in relation to potential trends that could be of concern. These drive processes which allows a proactive approach to the management of potential issues with the development of the player charter and industry engagement.
- Weekly and monthly meetings are held to ensure we understand changes across the regulatory and legislative landscape and increased focus on player behaviour. The Group focuses on meeting external standards on responsible gambling across the markets it operates in.
- The ESG Committee ensures that RG and ESG are embedded within the highest levels of the business and that we meet our commitments to our players. Through the Gamesys Foundation, we look to support charities focusing on mental health and social isolation. The adoption of the Global Sustainability Commitments (which define Group-wide minimum standards) and the launch of STRIPEs (our player wellbeing key performance indicators) are two initiatives that were launched in 2020.
- Greater resources and additional capabilities have been added to our responsible gambling teams. Following the commencement of COVID-19 lockdowns in Q1 2020, we were the first operator to cease untargeted customer marketing in the UK, including the suspension of TV and radio campaigns.
- Marketing controls ensure that relevant regulations are adhered to and we comply with best practice standards including the latest (6th) edition of the Gambling Industry Code for Socially Responsible Advertising. Our targeting, segmentation and CRM processes are configured to ensure that we do not advertise to people under the legal age for gambling, nor make them of particular appeal to this age group. The best available practice in each market is adopted to verify players are over the age of 18, and that we do not send direct marketing to anyone who has not been age-verified.
Operational Risks
Talent attraction and retention
Failure to build the internal capability and capacity to deliver the growth targets identified.
Strategy links:
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- The Group continues to build on its investment in its people and their development by focusing on communicating and engaging with employees and responding to their priorities. Communication channels, such as video messages from the CEO and senior management, the intranet and management cascades as well as quarterly business updates, ensure that employees are given insights into strategic, financial and operational matters.
- Annual employee engagement surveys allow for all employees to provide in-depth views on a broad range of matters. Roundtable discussions hosted by Katie Vanneck-Smith, the Boards' Employee Voice representative, as well as similar sessions held by senior leaders provide a direct mechanism for our employees to air their views. Our diversity communities provide forums for employees to share experiences and ideas on how to make the business more inclusive.
- The Group has increased its focus on learning and development, with training opportunities, across induction, mandatory compliance training, soft skills, role-specific, managerial and leadership training. Extensive learning resources and leadership coaching are also available.
- A formal graduate training programme as well as apprenticeships are offered in order to facilitate the entry of new people to the industry.
- We provide market-aligned rewards and benefits to our employees.
Technology and IT systems
A failure or damage to our technology or systems will negatively impact our operations.
Strategy links:
- Double-digit growth across the UK and Spain
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- The Group's proprietary technology bases have monitoring capabilities, and with the use of key metrics, potential emerging issues for any region can be identified. Our systems improvement plan ensures better service availability and system resilience. Our robust development and change management processes help reduce the risk of unplanned outages.
- The Group regularly reviews its Business Continuity Plans and IT Disaster Recovery capability to ensure an appropriate failover solution is available and seek to limit single points of failure where possible.
- An internal security forum, attended by several stakeholders and executive management, convenes quarterly, and reviews the Group's cyber security posture. Risks identified, their mitigating activities and the lessons learned are evaluated to ensure our technology platforms remain robust and protected against future reoccurrences.
- The IT environment is audited by independent auditors, under PCI DSS, ISO 27001 or technical standards issued by regulators in territories we operate in. These audits as well as reviews performed by the internal audit function, form part of the Group's approach to ensuring proper IT procedures and a high level of security. The Audit & Risk Committee receive updates directly from the Group's Chief Information Officer as needed.
- Formal incident management processes for identifying, escalating and resolving issues and a post incident process ensures that similar issues do not happen again.
Data management
Gamesys Group plc processes player data and recognises the need to comply with the highest standards of data protection.
Strategy links:
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- Data access is managed centrally to control access to player data governed by strict access procedures and audit logging. Corporate office data is cloud based and player facing data is hosted in either our own data centres or within a virtual private cloud hosted by an external provider.
- Any system change access is managed through management processes and permissions.
- Through the Group's data privacy office, and via a quarterly data privacy committee, our alignment to all relevant data protection legislation is monitored, and key internal stakeholders are kept up to date on all relevant initiatives, such as policy updates, training courses delivered and vendor review processes. The Audit & Risk Committee receive updates directly from the Group's Data Protection Officer as needed.
- Our ISO 27001 aligned Information Security Management System includes policies and procedures to assess, treat and mitigate risks, implement technical and physical controls, respond to incidents, provide training, and ensure security in outsourced data processing. Our internal security forum provides an appropriate platform for executive management to oversee and understand initiatives taken to improve safeguarding all of our data subjects, both internal and external.
Taxation
The Group is subject to a range of taxes, duties and levies in many of the countries where we have operations or in which our customers are located. The Group's geographical diversity and the nature of taxation of our industry leads to considerable complexity in our tax affairs.
Strategy links:
- Successful foundations
How we manage and mitigate the risk
- The Group's tax risk management policy is approved annually by the Board of Directors. The Board is kept informed of any material tax issues through the Director of Tax providing regular updates to the Audit & Risk Committee.
- In order to mitigate tax risks that arise, the Group actively identifies, evaluates, manages and monitors its tax risks and the geographies in which it operates. The Group has an appropriately qualified and resourced tax team to manage its tax affairs. In addition, where there is significant uncertainty or complexity in relation to a tax risk, the Group may use the services of external, expert tax advisers.
Compliance
A breach or failure of a gaming licence requirement which the Group operates under.
Strategy links:
- Double-digit growth across the UK and Spain
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- We have dedicated internal and external Compliance and Legal teams for all regions with responsibility for advising business units on licensing requirements. Our team works with the business to set appropriate policies, processes and controls.
- Monthly Compliance Committee meetings are held, attended by key stakeholders across the Group, monitoring key developments internally.
- For the jurisdictions in which we hold a licence, the relevant Compliance teams monitor compliance with the regulatory framework and licence requirements through the roll out of a Compliance Monitoring Programme, complimenting the three Lines of Defence model across all jurisdictions. Dedicated programme managers are allocated to manage the delivery of material changes to operational platforms and technology improvements driven by regulatory change.
- An annual suite of training content is rolled out to all employees, tailored for specific teams and their roles, in addition to corporate compliance matters outside of gaming licence requirements.
3rd party dependencies
Critical 3rd party arrangements suffer operational failures, regulatory sanctions or terminate relationships with the Group.
Strategy links:
- Double-digit growth across the UK and Spain
- Grow the Asian market
- Invest in North America
- Deliver the best content
- Gamesys cares
- Successful foundations
How we manage and mitigate the risk
- We rely on third parties across our business. Managing relationships with, and performance by, key suppliers particularly those supplying software platforms, payment processing and data to support the Group's products is key to the Group's strategic objectives.
- Our legal team review all new contracts, in line with the Group's Delegation of Authority policy that govern engagement and approval processes.
- Weekly evaluations of risks associated to key payment processing providers across territories, with quarterly oversight by the Audit & Risk Committee. An internal banking and treasury forum meets weekly, to monitor the risk profile in PSPs and to escalate any operational issues with a provider, supervised by the Audit & Risk Committee on a quarterly basis.
New and emerging risks
Emerging risks have the potential to increase in significance and affect the performance of the Group and, as such, are continually monitored through our existing risk management processes by risk owners at all levels of the Group. We also use tools such as horizon scanning, operational risk aggregation and external sources, such as our relationship with Oakhill, to support our analysis. The outputs of these processes are reported to the Audit & Risk Committee and the Board for their review and assessment.
Our Enterprise Risk Management process ensures emerging risks are considered to aid the Audit & Risk Committee's assessment of whether the Group is adequately prepared for the potential opportunities and threats they present. The process enables new and changing risks to be discussed at an early stage allowing us to analyse them thoroughly and assess potential exposure.
We closely monitor emerging risks and with time they may become principal risks as they mature. Emerging risks may also be superseded by other risks or cease to be relevant as the internal and external environment in which we operate evolves. A non-exhaustive list of some current emerging risks of relevance to Gamesys are set out below.
- Social Attitudes - The perception of the gaming industry within society continues to evolve and change. We continue to monitor for any shifts in behaviour, awareness or attitudes that may impact our business or our key stakeholders.
Horizon: Near (<2 years)
- Compliance and Regulation - Meeting our compliance and regulatory requirements is fundamental to the success of Gamesys. As a business we continue to demonstrate industry leadership and to engage with the relevant legislative and regulatory bodies for which we are a part.
Horizon: Near (<2 years)
- Sustainability - In an ever-changing world, we recognise that we have a responsibility to meet our sustainability commitments and obligations. This includes failing to understand our social, environmental and economic impact or reporting requirements.
Horizon: Medium (<5 years)
Statement of Directors' responsibilities in relation to the Annual Report and financial statements
The Directors are responsible for preparing the Annual Report and the Group and Company financial statements in accordance with applicable United Kingdom law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for each financial year. Under the law, the Directors are required to prepare Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards ('IFRSs') adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and applicable law and have elected to prepare the Company's financial statements on the same basis.
Under the Companies Act 2006, the Directors must not approve the Group and Company financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.
In preparing each of the Group and the Company's financial statements the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether the Group and the Company financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards ('IFRSs') adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, subject to any material departures disclosed and explained in the financial statements; and
- provide additional disclosures when compliance with the international accounting standards in conformity with the requirements of the Companies Act 2006 and IFRSs adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's and the Company's financial position and financial performance.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and, with respect to the Group financial statements, Article 4 of the IAS Regulation.
They are also responsible for safeguarding the assets of the Group and the Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for preparing the Strategic Report, Directors' Report, the Directors' Remuneration Report and the Corporate Governance Report in accordance with the Companies Act 2006 and applicable regulations, including the requirements of the Listing Rules and the Disclosure Guidance and Transparency Rules of the United Kingdom Listing Authority. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Website publication
The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Responsibility statement under the Disclosure Guidance and Transparency Rules
Each of the Directors whose names and functions are listed on pages 70 and 71 confirm that to the best of their knowledge:
- the Consolidated Financial Statements of Gamesys Group plc have been prepared in accordance with the international accounting standards in conformity with the requirements of the Companies Act 2006 and IFRSs adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and
- the Annual Report includes a fair review of the development and performance of the business and the financial position of the Company and the Group, together with a description of the principal risks and uncertainties that they face.
Statement under the UK Corporate Governance Code
The Board considers that the Annual Report taken as a whole, which incorporates the Strategic Report and the Directors' Report, is fair, balanced and understandable, and that it provides the information necessary for shareholders to assess the Group and Company's position, performance, business model and strategy.
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SOURCE: Gamesys Group PLC