20 March 2025 - Minutes of the meeting of the Board of Commissioners

Minutes of the meeting of the Board of Commissioners, Thursday 20 March 2025. 10.00 The Bond Room, the studio, Birmingham and via Microsoft Teams.

Commissioners:

• Charles Counsell (Interim Chair)
• Lloydette Bai-Marrow
• Helen Dodds
• Sheree Howard
• Claudia Mortimore
• Helen Phillips
• Andrew Rhodes
• David Rossington.

Executive Team:

• Helen Child
• Lucy Denton
• Sarah Gardner
• Katharine Diamond
• Helen Gibson
• Natasha Harris
• Tim Miller
• Alistair Quigley
• John Tanner.

In Attendance:

• REDACTED (Item 11 only)
• REDACTED (Item 12 only)
• REDACTED (Items 11 and 12 only)
• REDACTED (Item 12 only)
• REDACTED (Item 6 only)
• REDACTED (Secretariat)
• REDACTED (Item 7 only)
• REDACTED (Items 6 and 7 only).

External Attendees:

• REDACTED (Hogan Lovells).

Observers:

• REDACTED (Information Governance Manager)
• REDACTED (Governance Officer).

Apologies:

• Kay Roberts

Item 1: Private session: Commissioners and Secretariat (not minuted)

Item 2: Welcome, apologies and declarations of interest

2.1. Apologies were noted from Kay Roberts.

2.2. Board noted that the Information Governance Manager and the Governance Officer REDACTED and REDACTED will be observing today’s meeting up to the end of Item 10.

2.3. The Chair thanked the Executive for the shorter papers in this meeting pack. The Board held a brief private session this morning to consider the agenda and identify any areas where particular scrutiny is needed. Board noted that more time will be spent on Item 12.

2.4. Lloydette Bai-Marrow submitted a new declaration of interests, advising that she has taken on a new appointment as a Director of Fraud Sentinel, a corporate training provider.

Item 3: Minutes, actions, forward look

3.1. Board were asked to agree the minutes of the Board of 6 February 2025. Board agreed the minutes as a true record of the meeting, subject to the changes and comments noted before the meeting.

3.2. REDACTED

ACTION: REDACTED

3.3. Board were asked to note the updates to the Actions Log for information.
REDACTED

3.4. Board agreed that other actions marked as ‘propose to close’ should be closed and the Actions Log updated.

3.5. Board were asked to note and comment on the Forward Look for information. The following points were noted:

• Board proposed an additional meeting in July 2025 to review the annual report and accounts. Chair to discuss with Head of Governance.
• The AML report is scheduled for September 2025 and will be presented to ARC before coming to Board.
• The Business Case on Accommodation will be added to the Forward Look for both May and July 2025 as a placeholder.

3.6. Board noted the record of a decision taken by correspondence to be included in the minutes: Board approved by correspondence on 27 February 2025 that the Commission adopts Option B: 10-month contract for Capital Law for the provision of legal support for 4NL, via a direct award via the Crown Commercial Services RM6240 Framework, until 31 December 2025 with a value of £2.6 million including VAT; with optional extensions until 31 December 2027 with a maximum value of £5 million including VAT.

Item 4: Chair’s Report

4.1. Board were asked to note the report for information. The Chair provided an update on meetings with Industry Chairs, a meeting with the Minister along with the Commission CEO, and a recent Treasury policy paper on regulators and growth (New approach to ensure regulators and regulation support growth (HTML) - GOV.UK).

4.2. Seven meetings have been held with Chairs of the largest operators, with other Commissioners attending three of these. Industry Chairs have broadly welcomed the assertive approach that the Commission is taking with the licensed community, as well as the action taken on illegal gambling. There has been a generally positive response to the Gambling Act Review. A specific theme has been positive feedback about the Commission CEO and his approach to engaging with the industry. The CEOs’ forums have been found to be very useful; however, there were fewer positive views about the Chairs’ Forum. The Board acknowledged that the Chair’s forum does require a rethink.

4.3. The next round of meetings will be with the trade bodies and the gambling harm groups. Some of these will include visits, and details will be shared with Commissioners.

4.4. REDACTED

4.5. Board will receive an item to cover the growth agenda. An item has been scheduled to the Forward Look for September 2025.

4.6.The recent Non-Executive Commissioner meeting covered potential topics for Board agendas, the burden of time for Commissioner duties, chair recruitment, and the away day agenda, noting the need for sufficient time to focus on the Board Effectiveness Review (BER) outcomes. Risk Appetite has been removed from the Away Day agenda for April to allow additional time for discussions on the BER.

4.7. Board noted the Treasury document does not cover indicators of performance and the Commission may need to consider providing additional statistics on our performance. Board noted the need to be efficient to justify fees as well as being aware of the administrative impact of regulation on the regulated bodies. Board noted that there is a legislative blocker to creating a differential fees framework (e.g. to create a ‘fast track’ route or similar).

4.8. REDACTED
ACTION: REDACTED

4.9. On Chair recruitment, recruitment is expected to open in April 2025.

Item 5: CEO’s Report [REDACTED]

5.1. Board were asked to note the report for information.

5.2. REDACTED

5.3. REDACTED

5.4. REDACTED

5.5. REDACTED

5.6. Board noted that the question for the Commission is where the fair and open objective is engaged. There is an issue as regards the information that is provided to consumers when restrictions are applied.
ACTION: REDACTED

5.7. REDACTED. 5.8. REDACTED. 5.9. REDACTED. 5.10. REDACTED. 5.11. REDACTED. 5.12. REDACTED.

Item 6: Finance and Procurement Reports January 2025

6.1. Board received the item for information. Board was asked to consider if there are any decisions required which alter the rollout of projects impacting resource requirements and delivery plans in the strategy.

6.2. Board were advised there are likely to be further shifts towards the end of the year as a result of slippage of spend from 2024 to 2025 into 2025 to 2026. There is a forecast £1.3 million deficit currently.
REDACTED.

6.3. Board noted that there has been very little movement on income, and no further movement is expected within 2024 to 2025.

6.4. REDACTED.

6.5. REDACTED.

6.6. Board noted that procurement reporting is evolving and is intended to show the extent of the work. Board noted that work is underway to address the recent Internal Audit report on Contract Management. Board welcomed the report and noted the extent of spend. There are two contract managers who have yet to acknowledge that they have read the procurement policy and Board were advised that additional advice will be provided in delegation letters to set out clearer expectations on contract manager responsibilities.
ACTION: REDACTED.
ACTION: REDACTED.

6.7. REDACTED.

Item 7: Final Draft Business Plan 2025 to 2026

7.1. Board received the item for endorsement. Board is asked to sign off the budget and business plan for 2025 to 2026.

7.2. Board noted responses to some questions raised by the Board prior to the meeting and noted that the Reserves Policy has been shared with both DCMS and the Audit and Risk Committee (ARC).

7.3 The Business Plan has been shared for comments. Initial comments from DCMS emphasised the need to ensure that plans are aligned with the growth agenda. Plans for the budget across the organisation have been reviewed based on Board’s agreement to draw down £5m from the reserves. The budget set out remains higher than previous years’ budgets. There is no contingency pot within the budget. The overarching main estimate has been submitted and DCMS have asked for additional information to share with Treasury in respect of the drawdown request.

7.4. REDACTED.

7.5. REDACTED.

7.6. DCMS have advised that the approval for drawdown on reserves needs to go through Treasury. The Reserves policy does not cover spend on the National Lottery as that is funded through grant in aid, which cannot be drawn down in advance of need. The Reserves Policy is based on assumptions about potential unplanned activities. This could include regulatory activity, judicial reviews and other legal costs, or costs arising from unexpected issues like a cybersecurity attack. Board noted that income has been much in line with forecast over the last couple of years. There are potential risks to income as a result of the levy and the impact this may have on the industry.
REDACTED.
Any further drawdown requests will be brought to Board. Rebuilding reserves is dependent on reducing spend and/or increasing fees.

7.7 REDACTED

7.8 REDACTED

7.9. REDACTED

7.10. Board noted the challenges in predicting costs of potential additional legal action.
ACTION: REDACTED
ACTION: REDACTED
ACTION: REDACTED

7.12. Board welcomed the plan and thanked the team for their work in collating the reports. Board signed off the budget and the business plan and agreed to do so subject to adding the points identified in the actions.

DECISION: Board agreed the Reserves Policy at £4 million.

7.13. Board proposed that delegated authorities should be approved by the Board.

Item 8: Customer-led tools supplementary consultation - delegated decisions

8.1. Board received the item for decision. Board were asked to delegate authority to the CEO all decisions associated with the supplementary consultation on customer led tools which went live on 6 March 2025. This includes, but is not limited to:

1. consideration of the consultation responses
2. final wording of any requirements (Remote Technical Standards) and associated implementation guidance
3. the content of and timing for publishing the response document
4. any implementation timeline.

Board were asked to note that the delegation to the CEO sought above is in accordance with the scheme of delegations in the Commission’s corporate governance framework. It is anticipated that the CEO will subdelegate in accordance with that scheme to the relevant Exec member. The relevant Exec member is currently Exec Director Tim Miller. In the event he is unavailable, Deputy CEO (currently Sarah Gardner) will be the relevant Exec member.

8.2. Board were advised that the request for delegation is in respect of a supplementary consultation. Board considered advice noting that paragraph 14 in the paper sets out clarity in respect of the extent of the delegation. However, paragraph 3 (the decision) is rather too broad in its drafting. It was recommended that Board should agree Paragraph 3 with an amendment as reflected in Paragraph 14.

DECISION: Board agreed to delegate authority to the CEO in respect of all decisions associated with the supplementary consultation on customer led tools which went live on 6 March 2025, unless the delegated decision-maker identified material changes to the proposed approach which should be returned to Board for decision.

Item 9: Audit and Risk Committee Assurance Report

9.1. Board received the item for assurance. The Board were asked to note that the ARC gives the Board assurance that the items dealt with in this report have been scrutinised and reviewed by the Committee, and are accurate and reliable, to the best of the Committee’s knowledge.

9.2. REDACTED

9.3. REDACTED

9.4. Board considered whether teams taking responsibility for contract management ensures that the correct skillset is in place within teams. There are areas where the Commission needs to consider the correct approach in relation to size and complexity of the organisation and the contracts.

9.5. REDACTED

9.6 Board were advised that internal audit recommendations and actions are tracked through the Committee with evidence being reviewed and signed off by GIAA. Board were advised that the Commission has a full internal audit plan, with a reserve list in place in the event of any movement in year.

Remuneration and Nominations Committee update

9.7 Board noted an update from the Chair of the Remuneration and Nominations Committee (RNC) on the meeting held on 19 March 2025.

Board noted that the 2024 to 25 pay remit has been decoupled from the pay flexibility case and therefore all eligible colleagues will receive a 2024 to 2025 pay award of 4.6 percent in the March pay round. The other 0.4 percent of the available pay award will be targeted to areas where there are challenges in recruitment. A decision on the pay flexibility case is still pending.

9.8 Board noted that RNC received an update on the plans for Employee Value Proposition (EVP) and that additional information should be shared with Board on the progress of these plans.

ACTION: REDACTED

9.10. REDACTED

9.11. REDACTED

9.12. Board were advised that the Commission is markedly behind the sector in respect of pay – even if the pay flexibility case is approved, this will enable a market median pay and reward strategy to bring Commission staff to 80% of the median.

Item 10: Strategic Risk Register Review

10.1. Board received the item for information, to update the Board on the scoring and management of strategic risks to the Commission. Board is invited to raise any queries or comments.

10.2. Board were advised that the papers presented are largely based on papers presented to ARC in February, with limited changes since then. The Risk and Assurance team will be working to refresh strategic risks post agreement of budget and business plan.
REDACTED

10.3. Board noted the process for updating strategic risks, based on reviews with Executives and subject matter experts to take account of changes and the effectiveness of current actions and controls. Processes are in place to escalate or de-escalate strategic risks. The Risk and Assurance and Business Planning and Performance Reporting teams have also reviewed all the draft deliverables for the business plan and compared them to risk appetite to inform prioritisation.

10.4. REDACTED

10.5. REDACTED 10.6. Board noted the distinction drawn between risks and issues in the papers – issues are risks that have occurred and still require management action so the tracking of issues covers mitigation and controls.

10.7. REDACTED
ACTION: REDACTED

10.8. Board welcomed the continued improvement in risk reporting, noting that the next step for ARC is on the suitability of actions to bring risks to target and a focus on controls. Board were advised that the team are completing the procurement process for risk software which will help the Commission to move away from manual process, and allow us to develop a library of controls, easier to aggregate and identify themes.

Item 11: REDACTED

DECISION: REDACTED. DECISION: REDACTED.

Item 12: REDACTED

12.1. Board received the item for decision: Board were asked to approve a variation to the total value of the Framework Agreement to £8.3 million (inclusive of VAT) until 13 Feb 2026.
REDACTED

Item 13: Any Other Business and Review of the Meeting

13.1. Board noted that the Commission will be moving from Board Intelligence to Azeus Convene for the provision of board portal services. An email has been shared with Board on this and there will be a phased introduction of the new system. Board suggested that a training session for Commissioners could be added to the Board Away Day agenda.

13.2. Board were advised at the end of the meeting that the power had been reinstated at Victoria Square House.

REDACTED.