CAPÍTULO 3. PRINCIPALES IDENTIFICACIONES DESCRITAS POR FREUD
3.3. La identificación histérica
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Annual Report 2014 The audit committee focuses strongly on the review of FEG’sinterim and annual results and announcements. It also con- tinuously monitors the activities of FEG’s internal controls and risk management systems, including the internal controls over financial reporting. Other activities of the audit committee were: a discussion and approval of the internal and external audit plan and related external audit fees; a review of i) the audit and non-audit fees paid to the Company’s external auditor; ii) the audit activities of the Company’s internal and external auditors; and iii) the external auditor’s letter.
remuneration of the suPerVisory BoarD The General Meeting of Shareholders determines the remuner- ation of the members of the Supervisory Board. The AGM held in 2013 adopted a resolution according to which all members of the Supervisory Board waived their right to receive annual remuneration. The annual remuneration of each member of the Supervisory Board in 2014 was therefore zero. The Super- visory Board remuneration is not dependent on the financial results of the Company.
No member of the Supervisory Board personally maintains a business relationship with the Company other than as a member of the Supervisory Board, apart from the relationship
with Penta Investments Limited and its subsidiaries as de- scribed above in this report.
As of 31 December 2014, Marek Rendek held 5,253 shares in the Company constituting 5,253 voting rights at the AGM. None of the other members of the Supervisory Board owned shares or options on shares of the Company.
The Company has not granted any loans to, nor has it granted any guarantees in favour of, any of the members of the Su- pervisory Board.
comPosition of the manaGement BoarD For further details and a biography of the members of the Management Board, see Chapter 7.2 of the Annual Report.
remuneration of the manaGement BoarD General
The Supervisory Board reviews and proposes the general compensation and benefit programmes for the Management Board, as well as the remuneration for the individual members of the Management Board.
amount and composition
The current compensation and benefits levels are bench- marked against relevant companies. External compensation survey data and, where necessary, external personnel and remuneration consultants, are used to benchmark our remu- neration levels and structures.
The Supervisory Board further evaluates the performance of members of the Management Board in view of these goals and objectives, and makes recommendations on the compensa- tion levels of the members of the Management Board based on this evaluation.
outLine 2014 remuneration rePort
The outline of the remuneration report of the Supervisory Board for the financial year 2014 concerning the remuneration policy of the Company is as follows:
Members of the Management Board received a fixed annual fee for the performance of their duties which is not part of any incentive or performance-based remuneration. In addi- tion to the annual fixed fee, Radim Haluza, until his resigna- tion on 30 November 2014, was entitled to a) a basic salary
and benefits and b) performance-based remuneration based on his simultaneous position as CEO of the Company. The remuneration principles for Radim Haluza were in line with the adopted remuneration principles for the Senior Management. Per Widerström is entitled to a) a basic salary and benefits and b) performance-based remuneration based on his simul- taneous position as CEO of the Company. The remuneration principles for Per Widerström are in line with the adopted remuneration principles for Senior Management.
The remuneration of the members of the Management Board and Senior Management is described in Section 7.3 of the Annual Report. The remuneration of the Management Board in the year 2014 was in accordance with the Remuneration Policy adopted by the General Meeting of Shareholders.
GratituDe to feG emPLoyees
The Supervisory Board would like to thank and recognise all FEG employees who have been able to achieve so much this past challenging year, with many new projects. The Supervi- sory Board wishes to express its gratitude to the members of the Management Board and Senior Management and all FEG employees for their dedication and contributions to the results in 2014.
7.6
risk factors
The Company’s business, results of operations and finan- cial condition may be adversely affected by the following risks:
7.6.1 risks relating to the Betting and
Gaming industry
GeneraL market conDitions
Changes and developments in economic, regulatory, admin- istrative or other policies in the countries in which the Group operates, over which the Group has no control, could signifi- cantly affect the Group’s business, prospects, financial con- ditions and results of operations in a manner that could not be predicted.
The Group’s results are dependent on general economic con- ditions over which it has no control. General economic condi- tions such as employment rates and disposable incomes in the countries in which the Group operates can have an impact on its revenues. Accordingly, there can be no assurance that adverse general economic conditions in those countries in which the Group operates will not have adverse effects on the Group’s business, financial condition, results of opera-
The number of the Group’s customers is in turn directly related to the reputation of betting and gaming and the general public’s perception of betting and gaming in the countries in which the Group operates. Public sentiments towards the betting and gaming industry can vary considerably. While the Group is at- tempting to improve the image of betting and gaming in its core markets, it is often labelled as one of the less socially desirable types of entertainment. Peaks in anti-betting and anti-gaming sentiment may occur from time to time, causing significant dam- age to the betting and gaming industry as a whole. Adverse changes in the perception of the betting and gaming industry by the general public may lead to a decrease in demand for betting and gaming services or increased regulatory restrictions which, in turn, may have a material adverse effect on the Group’s business, financial condition, results of operations or prospects. Demand for betting and gaming products is somewhat difficult to predict and may fluctuate over time. While it is possible to draw certain parallels between the macro-economic situa- tion, the amount of disposable income and the amount of money that an average household spends on entertainment in general, the correlation between overall leisure spending and spending on betting and gaming appears to be far from linear. Demand for betting and gaming services may be affected by the public’s opinion of the betting and gaming industry, nega- tive or positive publicity surrounding the betting and gaming
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Annual Report 2014 Group may be adversely affected by temporary or permanent,sudden or gradual fluctuations in the demand for the Group’s products which cannot be explained by the Group’s operat- ing performance or the condition of the economy in general.
chanGes in the reGuLatory enVironment The Group operates in various jurisdictions in sectors that are subject to state and/or municipal regulation and supervision. The regulations are complex and the legal framework does not always reflect technological progress. Since the Group offers some of its products online it is exposed to the risk that certain jurisdictions, where the Group’s customers are located or from which its advertisements may be accessed via the Internet, may have conflicting laws or interpretations of such laws with regard to the legality or appropriate regulatory compliance of the Group’s activities. In addition, the Group may try to offer its products in EU countries where the legal framework may con- travene the free movement of services and impose limitations making the offering of such products impossible or economi- cally unreasonable. In addition, different legal requirements in particular jurisdictions sometimes make it difficult to implement unified offers or to benefit fully from the synergy effect. Another aspect of the regulatory issue is the uncertainty em- bedded in operations in highly regulated sectors. Some crucial matters are not directly regulated and depend on the discre- tion of regulators or interpretations that could be changed at any moment. Apart from that, the legal framework is currently under review in many European countries, resulting in various amendments and proposals for amendments. New legislation may be unfavourable to the operations of the Group or may require necessary adjustments to the operations. The Group Companies may be unable to implement new regulations in the prescribed period or at all. Consequently, the Group’s operations in particular countries may change. An inability to use common solutions or implement a common strategy may lead to additional expenses. Moreover, since the Group oper- ates in a highly regulated market, the relationships with local regulators are very important to the business.
chanGes in taxation on BettinG serVices anD other ProDucts
The Group is subject to taxation and/or levies in each of the countries in which it operates. The taxation and levies imposed upon the Group have changed over time. In the past certain governments considered that the sports betting and gaming
sector was a potential source of additional taxation or other income. As the recent global economic crisis has led to a de- crease in revenues from taxes in the countries in which the Group operates, some or all of those countries can consider increasing taxes on, or imposing new taxes on, services and products offered by the Group. For example, in Poland from 1 June 2010 the tax imposed on the total amount of money paid for bets increased from 10% to 12%. In Slovakia, the withholding tax of fixed-odds betting was increased from 5.5% to 6.0% in 2013. In the Czech Republic, amendments to the Gambling Act No 300/2011 Coll came into effect in 2012 and the previous taxation scheme used in betting and gaming was replaced by a unified 20% tax on the Gross Win and a 19% corporate income tax.
Any increase in taxation or the imposition of new taxes may decrease the amount of money customers want to spend on the Group’s products. It may also lead to increased competi- tion from online betting and gaming organisers that do not comply with local regulations and therefore are not affected by changes in taxation. Consequently, such changes may have an adverse material impact on the Group’s revenues and financial results.
DePenDence on Licences
The Group conducts activities that are highly regulated. Li- cences or permissions are required to organise sports betting or to provide gaming products. Regulations in each of the countries in which the Group operates stipulate, among other things, various conditions concerning services organisation, marketing, employees, and premises in which products are sold. Furthermore, the introduction of new products may result in a necessity to obtain new licences or to widen the scope of current licences and to make respective adjustments to con- ducted operations. The Group makes all reasonable efforts to comply with the terms and conditions of its licences and to renew licences that are due to expire. Any failure to comply with any applicable regulations or the terms and conditions of its licences, or any unfavourable change in the law, may lead to the Group losing one or more of its licences or to an inability to renew its licence(s). In addition, the Group’s operat- ing companies may be unable to fulfil all of the requirements, terms and conditions that are necessary to obtain licences or to widen the scope of licences for new products. The loss of licences or a failure to obtain new licences may have a mate- rial adverse effect on the business of the Group, its financial results and prospects.