Proposal to replace four of the directors on Bwin.Party Digital Entertainment’s board

Friday May 16,2014 : BWIN.PARTY IN DIRECTORATE SHAKE-UP
 
A reaction to SpringOwl criticism and attempts to replace four directors?
 
In what is being seen as a reaction to activist investor Jason Ader's SpringOwl Investments proposal to replace four of the directors on Bwin.Party Digital Entertainment's board, Bwin announced Friday that it is in the process of making directorate changes itself.
 
In a rather wordy press statement, the company described how chairman-elect Philip Yea, who has himself come under the lash of Ader's tongue, has instituted a review of the board and sought the opinions of major shareholders and the directorate, assisted by Lintstock Limited, a third-party corporate governance advisory firm. 
 
The conclusions reached from this are that three of the existing directors will step down at different stages, to be replaced by three new directors who will be recruited with the assistance of executive search firm Spencer Stuart.
 
The decision is a slap in the face for Ader and his four nominees, with Bwin again urging shareholders not to vote for the SpringOwl director resolutions at the agm next week.
 
The three directors stepping down are deputy chairman Rod Perry and fellow directors Manfred Bodner and Helmut Kern.
 
The decision is unanimously supported by all members of the board, the statement emphasises.
 
"The review focused particularly on the Board’s performance in the areas of strategy formulation and execution, risk management and what additional skills might be required to best support the Company’s future success," the statement explains, adding that whilst there are no material adverse findings from the review, the increasing complexity of the group’s business and regulatory environment, combined with the length of service of a number of the Non-Executive Directors and the need to prevent the Board from becoming too large and unwieldy….has commenced the search for three new independent directors with a view to completing their appointment during the current year.
 
The first director to depart, Manfred Bodner, will retain an association with the company as a consultant; he will step down at the company agm next week. A competent person is being sought "…with extensive knowledge and expertise in information technology, market trends and technology delivery in consumer-facing digital businesses.”
 
Perry will be the next to go, to be replaced by "…an individual with extensive public company experience and understanding to be able to undertake this role whilst also bringing complementary and relevant experience to the Board."
 
Helmut Kern will depart when a third new director experienced in the financial field is found to replace him as chair of the company's Audit & Risk Committee.
 
The statement also reveals that Sylvia Coleman will succeed Simon Duffy as a member of the Nominations Committee at the conclusion of the company’s agm on 22 May 2014.
 
Chairman-elect Yea said that the moves were motivated by a need for succession planning "…to anticipate and address the complexities of technological change, the inevitable transition to regulated and taxed markets and also to maximise the long-term value of the business for its shareholders, customers and employees."