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Policy

Corporate Governance Framework

Our corporate governance framework sets out the necessary responsibilities and procedures that guarantee we operate properly.

Published
29 October 2021

Last updated
16 January 2024 - Changes

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  1. Contents
  2. 14 - The Board

14 - The Board

Composition of the Board

14.1. The Gambling Commission (the Commission) will have a board in line with good standards of corporate governance and as set out in in its establishing statute and in guidance as set out in Annex A. The role of the Board shall be to run the Commission, and to deliver the objectives, in accordance with the purposes as set out above, their statutory, regulatory, common law duties and their responsibilities under this framework document. Detailed responsibilities of the board shall be set out in the Board terms of reference. Remuneration of the Board will be disclosed in line with the guidance in the Government Financial Reporting manual (FReM).

14.2. The Board will consist of a chairperson, together with an appropriate number of non-executive Commissioners that have a balance of skills and experience appropriate to overseeing the Gambling Commission’s business. The Board may include a Chief Executive. For the Commission there should be Commissioners who have experience of its business, operational delivery, corporate services such as HR, technology, property asset management, estate management, communications and performance management. There will be an appropriately qualified Finance Director as described in Annex 4.1 of Managing Public Money (MPM) who will attend the Board. Other members of the Executive may attend the Board in a non-voting capacity.

Board Committees

14.3. The Board may set up such committees as necessary for it to fulfil its functions. As a minimum this should include an Audit and Risk Committee chaired by an independent and appropriately qualified non-executive member of the Board as detailed as follows.

14.4. While the Board may make use of committees to assist its consideration of appointments, succession, audit, risk and remuneration it retains responsibility for, and endorses, final decisions in all of these areas. The Chair should ensure that sufficient time is allowed at the board for committees to report on the nature and content of discussion, on recommendations, and on actions to be taken.

14.5. Where there is disagreement between the relevant committee and the Board, adequate time should be made available for discussion of the issue with a view to resolving the disagreement. Where any such disagreement cannot be resolved, the committee concerned should have the right to report the issue to the sponsor team, the Principal Accounting Officer (PAO) and responsible Minister. It may also seek to ensure the disagreement or concern is reflected as part of the report on its activities in the annual report.

14.6. The Chair should ensure board committees are properly structured with appropriate terms of reference. The terms of each committee should set out its responsibilities and the authority delegated to it by the Board. The Chair should ensure that committee membership is periodically refreshed and that individual independent non-executive directors are not over-burdened when deciding the chairs and membership of committees.

Duties of the Board

14.7. The Board is specifically responsible for:

  • establishing and taking forward the strategic aims and objectives of the Commission, consistent with its overall strategic direction and within the policy and resources framework determined by the Secretary of State
  • providing effective leadership of the Commission within a framework of prudent and effective controls which enables risk to be assessed and managed
  • ensuring the financial and human resources are in place for the Commission to meet its objectives
  • reviewing management performance
  • ensuring that the Board receives and reviews regular financial and management information concerning the management of the Commission
  • ensuring that it is kept informed of any changes which are likely to impact on its strategic direction or on the attainability of its targets, and determining the steps needed to deal with such changes and where appropriate bringing such matters to the attention of the responsible Minister and PAO via the executive team, sponsorship team or directly
  • ensuring that any statutory or administrative requirements for the use of public funds are complied with; that the Board operates within the limits of its statutory authority and any delegated authority agreed with the sponsor department, and in accordance with any other conditions relating to the use of public funds
  • ensuring that in reaching decisions, the Board takes into account guidance issued by the sponsor department
  • ensuring that as part of the previous compliance they are familiar with:
  • this framework document,
  • any delegation letter issued to body as set out in paragraph (18.1)
  • any elements of any settlement letter issued to the sponsor department that is relevant to the operation of the Commission
  • any separate settlement letter that is issued to the Commission from the sponsor department
  • that they have appropriate internal mechanisms for the monitoring, governance and external reporting regarding any conditions arising from the previously detailed documents and ensure that the Chief Executive and the Commission as a whole act in accordance with their obligations under the previously detailed documents
  • demonstrating high standards of corporate governance at all times, including by using the independent audit committee to help the board to address key financial and other risks
  • appointing a Chief Executive and, in consultation with the department, set performance objectives and remuneration terms linked to these objectives for the Chief Executive which give due weight to the proper management and use and utilisation of public resources
  • putting in place mechanisms for independent non-executives, to provide feedback to the responsible Minister on the performance of the Chair, taking into account the views of relevant stakeholders
  • determining all such other things which the Board considers ancillary or conducive to the attainment or fulfilment by the Commission of its objectives.

14.8. The Board should ensure that effective arrangements are in place to provide assurance on risk management, governance and internal control.

14.9. The Board should make a strategic choice about the style, shape and quality of risk management and should lead the assessment and management of opportunity and risk. The Board should ensure that effective arrangements are in place to provide assurance over the design and operation of risk management, governance and internal control in line with the Management of Risk – Principles and Concepts (The Orange Book) (opens in a new tab). The Board must set up an Audit and Risk Assurance Committee chaired by an independent and appropriately qualified non-executive member to provide independent advice and ensure that the department’s Audit and Risk Assurance Committee are provided with routine assurances with escalation of any significant limitations or concerns. The Board is expected to assure itself of the adequacy and effectiveness of the risk management framework and the operation of internal control.

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