Purpose
The Governance and Corporate Responsibility Committee (the “Committee”) of the Board of Directors (the “Board”) of Sports Gaming Global Ventures LLC and its consolidated subsidiaries (the “Company”) is established by the Board to:
- Identify individuals qualified to become Board members and recommend director nominees for election to the Board.
- Recommend directors for appointment to Board Committees.
- Develop and implement director orientation and continuing education programs.
- Develop and implement procedures to evaluate the performance of the Board and its Committees.
- Develop, review, and recommend changes to the Company’s Corporate Governance Guidelines and Code of Conduct, and oversee compliance with these Guidelines and Code.
- Review (and approve if applicable) transactions presented to the Committee under the Company’s related party transactions policy.
- Provide general oversight of the Company’s compliance program, corporate governance, and significant environmental and social issues.
Membership
The Committee shall consist of at least three members, all of whom must be independent directors as defined under NASDAQ rules and shall include at least one diverse director. Committee members must also meet any additional standards for membership established by the Committee. The Committee is responsible for recommending nominees for appointment to the Committee to the Board. Committee members can be removed, with or without cause, by the Board at any time. The Committee shall also recommend to the Board, and the Board shall designate, the Chair of the Committee.
Authority and Responsibilities
In addition to any other responsibilities that the Board may assign from time to time, the Committee shall:
Board/Committee Nominees
- Oversee searches for and identifies qualified individuals for Board membership.
- Establish criteria for Board and Board committee membership, including director independence, and recommend individuals for Board and committee positions. In making these recommendations, the Committee shall:
- Review candidates’ qualifications for Board or committee membership, including determining the independence of each candidate based on criteria set by the Committee and any applicable legal or NASDAQ Stock Market requirements.
- Assess the performance of current directors being considered for re-nomination to the Board or reappointment to any Board committees.
- Periodically review the composition of the Board and its committees in light of current challenges and needs, and determine whether to add or remove individuals, considering factors such as judgment, diversity, age, skills, background, and experience.
- Consider any other factors outlined in the Company’s Corporate Governance Guidelines or deemed appropriate by the Committee.
Evaluating the Board and Its Committees
· Periodically lead the Board in a self-evaluation to assess the effectiveness of the Board and its committees. Oversee the evaluation process and report on the process and results of these evaluations, including any recommendations for proposed changes, to the Board.
· Periodically review the size and responsibilities of the Board and its committees, and recommend any proposed changes to the Board.
Corporate Governance, Compliance and Other ESG Matters
· Review and recommend to the Board the Corporate Governance Guidelines and Code of Conduct for the Company. Periodically review and reassess the adequacy of these Guidelines and Code and propose any necessary changes to the Board.
· Take responsibility for any tasks assigned to it in the Corporate Governance Guidelines.
· Oversee compliance with the Corporate Governance Guidelines, Code of Conduct, and Related Party Transaction Policy. Report on such compliance to the Board and establish procedures to ensure timely review and disclosure of Related Party Transactions, as well as compliance with non-accounting and non-auditing laws and regulations (with oversight of accounting and auditing rules being the responsibility of the Audit Committee).
· Review and consider any requests for waivers under the Corporate Governance Guidelines or Code of Conduct for the Company’s directors and executive officers and make recommendations to the Board regarding such requests.
· Review potential conflicts of interest involving directors and determine whether such directors may participate or vote on issues where there may be a conflict.
· Establish procedures to monitor director independence between annual determinations.
· Oversee and monitor the Company’s culture of compliance and ethical business conduct, including the implementation and effectiveness of the Company’s compliance program.
· Review and receive reports on significant legal and regulatory compliance risks, including privacy, competition, and anti-corruption.
· Oversee, monitor, and receive reports on harassment and discrimination in the workplace. This includes general handling of such allegations received by the Company and any specific allegations involving an executive whose compensation is approved by the Compensation Committee.
· Periodically review and assess the Company’s corporate social responsibility report, as well as significant environmental and social (E&S) issues, risks, and trends, including diversity, equity, and inclusion matters.
· Oversee the Company’s approach to political and lobbying activities. Receive periodic reports on the Company’s compliance program for political contributions, lobbying, and trade association activities, and periodically review the Company’s Statement on Political and Trade Association Activity.
Director Orientation and Continuing Education
· Develop and review an orientation and continuing education program for directors that meets the requirements outlined in the Corporate Governance Guidelines.
Reporting to the Board
· Report to the Board periodically, including a review of any recommendations or issues that arise concerning Board or committee nominees or membership, Board performance, corporate governance, or any other matters that the Committee deems appropriate or is requested by the Board.
· Evaluate its own performance at least annually and report the findings to the Board.
· Periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
Procedures
The Committee shall meet as often as necessary to fulfill its responsibilities under this Charter. The Chair of the Committee, in consultation with other Committee members and management, will determine the frequency and duration of the meetings and develop agendas consistent with this Charter.
The Committee has the sole authority, without needing Board approval, to retain, obtain advice from, oversee, and terminate outside advisors to assist in fulfilling its duties. This includes the authority, with full access to Company funding, to approve fees and other retention terms.
The Committee may delegate its authority to subcommittees or the Chair of the Committee when deemed appropriate and in the best interests of the Company.