The Directors of 888 (the Directors) support high standards of corporate governance. The Combined Code on Corporate Governance dated July 2003 currently recommends that at least half of the board of directors of a listed company, excluding the chairman, should comprise non-executive directors determined by the board to be independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgement. The chairman should, on appointment, meet the criteria for independence set out in the Combined Code, although thereafter the chairman should not be considered as independent when assessing the balance of the board. The Combined Code also provides that both the audit and remuneration committees of listed companies should consist exclusively of independent non-executive directors and that the majority of the members of the nomination committee should be independent non-executives. The Combined Code also recommends that the board should appoint one of its independent non-executive directors to be the senior independent director. The senior independent director should be available to shareholders if they have concerns that contact through the normal channels of chairman, chief executive or chief financial director has failed to resolve or for which such contact is inappropriate. From admission of the ordinary shares of 888 to the Official List of the UK Listing Authority and to trading on the London Stock Exchange (Admission), the Directors intend to comply with the Combined Code in all material respects or explain why they do not.
888 will, upon Admission, adopt a code of securities dealings in relation to its ordinary shares, securities in group companies with stock exchange listings and other securities, which is based on, and is no less exacting than, the Model Code published in the Listing Rules. The code will apply to the Directors and relevant employees of 888.