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 and its members are Leslie-Ann Reed (Committee Chair), 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 FY24, the Audit Committee met on three 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 deferred revenue recognition of Planet Zoo: Console Edition sales;
• accounting for the sale of RollerCoaster Tycoon 3 publishing rights;
• impairment of capitalised development costs, including the impairment of Warhammer Age of Sigmar: Realms of Ruin intangible assets;
• accounting of restructuring costs in respect to the Organisational Review;
• going concern assessments;
• taxation, including focus on Video Games Tax Relief, Patent Box and RDEC;
• share-based payments, including in respect to share options granted during FY24;
• review of the Annual Report and Accounts and 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;
• IFRS 16 Leases accounting; and
• treasury policy, counterparty and foreign exchange risk review.

Nominations Committee

The Nominations Committee comprises David Walsh (Committee Chair), 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 FY24, the Nominations Committee met on one occasion.

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;
• overview of the Organisational Review undertaken during the year; and
• review of senior positions required to strengthen the organisation and succession planning.

Renumeration Committee

The Remuneration Committee comprises only Non-Executive Directors and its members are David Walsh (Committee Chair), Ilse Howling 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 FY24, the Remuneration Committee met on five 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 staff benefits through employee surveys and benchmarking;
• extensive review of equity schemes, including CSOP, LTIP and Sharesave, including the grant of share options to all staff employed by the Group during the year; and
• bonus scheme assessment, outcomes and implementation.