International All Sports Limited

Skills

A fundamental requirement for IAS Board members is an understanding of wagering and gaming markets. All Board members meet this threshold requirement. They also bring a diverse range of skills and backgrounds including bookmaking, accountancy, auditing, financial services including investment banking and stock broking, financial regulation, technology, law and public policy as well as business acumen including international business skills. The experience and qualifications of each Board member and their terms of office are further discussed in the Annual Report. Each Director appointed receives a Directors Letter of Appointment, which states all relevant terms and conditions.

Experience

The Board members have an appropriate mix of tenure, blending experience with new blood. The Board considers this mix invaluable. Given the nature of IAS’s business which involves, primarily, operating Australia’s main online and phone wagering operation, and most recently international wagering and gaming longstanding involvement and experience in wagering, government regulation and international business is essential to bring the skills, experience and judgment required for effective decision making, including the ability to manage the ever-changing nature of the industry. The Board is of the view that progressive and orderly renewal of its membership is important . important. In light of this need for a mix of tenure, the Board has not adopted a specific tenure threshold, however, board succession planning is considered an important part of the governance process.

Stakeholder Perspectives

An important function of directors is to bring the perspective of stakeholders to the oversight of a company. IAS directors bring many perspectives to the Board’s deliberations including those of customers such as listed companies and participating organisations, members of the broader investment community such as fund managers and regulators, service providers such as lawyers and accountants and the views and interests of employees.

Independence

Recognising that the perspective of customers is vital to the running of a company, the ASX Corporate Governance Council guidelines and the IFSA Blue Book both employ the concept of materiality when judging whether a non-executive director’s relationship with a customer, supplier, consultant or professional adviser affects their independence.

IAS has adopted AASB standard 1031 to determine levels of materiality. A customer relationship is presumed immaterial when it generates less than 5%, and presumed material when it generates more than 10% of revenue over a twelve-month period in the absence of evidence or convincing argument to the contrary. In considering such evidence or argument IAS considers the strategic value and other material but non-quantitative aspects of the relationship in question.

No single non-executive director generates more than 5% of revenue on an annual basis.

The Board has considered each relationship between its non-executive directors and any customer, supplier, consultant or professional adviser to IAS. While the relationship of Board members with participating organisations and listed companies in particular brings useful stakeholder perspectives to the operation of the Board, the Board has determined that none of these past or present relationships of directors breaches the materiality threshold or otherwise compromises the independence of directors.

The threshold for materiality for the purpose of assessing the materiality of relationships between a non-executive director and IAS (other than as a director) will be judged according to the significance of the relationship to the director in the context of their activities as a whole. No director has such a relationship.

In light of the above, all of IAS’s non-executive directors are considered by IAS to be independent directors.

It should also be noted that at each meeting of the Board, directors table their current outside interests. Where it is considered that a director has a material potential conflict, it is noted and where appropriate the relevant director absents him or herself for that item. That decision is minuted. IAS applies a similar concept at an executive level to ensure that supervisory responsibilities are not compromised by any commercial discussions concerning other listed companies.

Board Committees

It is the Board’s policy that Committees of the Board dealing with corporate governance matters will:

operate in accordance with terms of reference established by the Board
report to the Board
be chaired by a non-executive Director
generally be constituted with at least half the membership being persons who are non-executive Directors and
be entitled to obtain independent professional or other advice at Company expense

Nominations and Remuneration Committee

The Board has established a Nominations and Remuneration Committee whose principal functions are to:

Assess the skills required to discharge competently the Board’s duties having regard to the Group’s performance, financial position and strategic direction, including specific qualities or skills that the Committee believes are necessary for one or more of the Directors to possess
assess and make recommendations to the Board regarding the membership of the Board, including proposed new appointments
develop and implement the process for the evaluation of Board, Committee and individual Director performance and effectiveness.
review and make recommendations to the Board regarding the remuneration policies and practices for the Group; and
regularly update the Board about Committee activities and make appropriate recommendations.

The majority of members are independent directors.

Charter

With respect to Nominations:

non-executive Directors are subject to re-election by rotation at least every three years and must be re-elected at each Annual General Meeting following his or her 72nd birthday;
where appropriate, independent consultants may be engaged to identify possible new candidates for the Board;
If the Board appoints a new Director during the year, that person will stand for election by shareholders at the next annual general meeting. Shareholders are provided with relevant information on the candidates for election; and
it is the Board's policy to determine the terms and conditions relating to the appointment and retirement of non-executive Directors on a case-by-case basis and in conformity with the requirements of the ASX Listing Rules and the Corporations Act 2001.

With respect to Remuneration:

the remuneration of non-executive Directors is determined by the Board having regard to the level of fees paid to non-executive Directors by other companies of similar size and stature;
the aggregate amount payable to non-executive Directors must not exceed the maximum amount approved by the Company's shareholders at the Annual General Meeting; and
a Director absents himself from the meetings before any discussion by the Committee in relation to his individual remuneration.

Audit, Risk and Compliance Committee

An Audit Risk and Compliance Committee is established by the Board. The functions of this Committee include to:

assisting the Board in the discharge of its responsibilities in respect of the preparation of the Group’s financial statements and the Group’s internal controls
recommending to the Board nominees for appointment as external auditors
reviewing the scope of the audit, the level of audit fees and the performance of the external auditors;
providing a line of communication between the Board and the external auditors and
examining the external auditor’s evaluation of internal controls and Management’s response
maintenance of the Corporate Governance Policies and Procedures
development, reviewing and ratifying systems of risk management and internal compliance and controls, codes of conduct and legal compliance
assessment of whether external reporting is consistent with committee member’s information and knowledge and is adequate for shareholder needs.
assessment of management process supporting external reporting
assist the Board in the discharge of its responsibilities in respect of the preparation of the group’s financial statement and the group’s internal controls;
review the scope of the audit, level of audit fees and performance of external auditors;
provide a line of communication between the Board and external auditors and examine the external auditor’s evaluation of internal controls and management’s response;
review the major risks affecting the Group of companies and assist the Board with reviewing the effectiveness of the controls operating over the Group’s financial and non financial risks;
consider whether there is appropriate management of complaints and the treatment of any whistleblower concerns;
maintain and review the Corporate Governance policies and procedures;
develop, review and ratify systems of risk management and internal compliance and controls, codes of conduct and legal and regulatory compliance;
assess whether external reporting is consistent with Committee members’ information and knowledge and is adequate for shareholder needs.
assess management processes supporting external reporting;
- procedures for the selection, removal and appointment of the external auditor and the rotation of external audit engagement partners;
- assessment of the performance and independence of the external auditors and whether the Audit Committee is satisfied independence of this function has been maintained having regard to the provision of non-audit services; and
assessment of the performance and objectivity of internal audit functions
All Directors are independent Directors. Any Director may refer a matter to the Audit, Risk and Compliance Committee for its consideration.

Membership of the Board’s committees and attendance by directors is outlined in the Annual Report.

Independent advice

IAS directors may also seek external professional advice at the expense of the Ccompany on matters relating to their role as directors of IAS. However they must first request approval from the Chairmanor Vice-Chairman, which must not unreasonably be withheld. If permission is withheld the matter may be referred to the whole Board.