KEY EVENTS POLICY

A key event is an event that could have a significant impact on the nature or structure of a licensee’s business. Licensees must notify the Commission, or ensure the Commission is notified, in such form or manner as the Commission may from time to time specify, of the occurrence of any of the following key events as soon as reasonably practicable and in any event within five working days of the licensee becoming aware of the event’s occurrence.

Operator status

1. In the case of licensees which are companies, a petition being presented for their winding up or the winding up of any group company of theirs, or they or any group company being placed in administration or receivership or their directors proposing to creditors a composition in satisfaction of its debts or a scheme of arrangement of its affairs.

2. In the case of licensees which are bodies corporate, but not companies, any event substantially equivalent to those listed at 1 above.

3. In the case of a licensee who is an individual (or a partner in a partnership licensee) their being presented with a petition for their bankruptcy or sequestration or their entering into an individual voluntary arrangement.

Relevant persons and positions

4. In the case of licensees who are companies or other bodies corporate having a share capital, the name and address of any person who (whether or not already a shareholder or member) becomes a shareholder or member holding 3% or more of the issued share capital of the licensee or its holding company.

5. Any investment in a licensee which is not by way of subscription for shares.

6. The taking of any loan by the licensee, or by a group company who then makes an equivalent loan to the licensee, from any person not authorised by the Financial Conduct Authority: a copy of the loan agreement must be supplied.

7. The entering into an arrangement whereby a third party provides services to, or grants any licence concession or permission to, the licensee other than for full value: full details of the arrangements must be supplied.

8. The appointment of a person to, or a person ceasing to occupy, a ‘key position’: a ‘key position’ in relation to a licensee is:

• a) in the case of a small-scale operator, a ‘qualifying position’ as defined in the Gambling Act 2005 (Definition of Small-scale Operator) Regulations 2006
• b) in the case of an operator which is not a small-scale operator, a ‘specified management office’ as set out in (current) LCCP licence condition1.2
• c) a position the holder of which is responsible for the licensee’s anti-money laundering procedures, including suspicious activity reporting
• d) any other position for the time being designated by the Commission as a ‘key position’. (Notification is required whether or not the person concerned is required to hold a personal management licence and whether or not the event notified requires the licensee to apply for a variation to amend a detail of their licence.)

9. Any change to the structure or organisation of the licensee’s business which affects a ‘key position’ or the responsibilities of its holder.

Financial events

10. Any material change in the licensee’s banking arrangements, in particular the termination of such arrangements or a particular facility and whether by the licensee or the provider of the arrangements.

11. Any breach of a covenant given to a bank or other lender.

12. Any default by the licensee or, where the licensee is a body corporate, by a group company in making repayment of the whole or any part of a loan on its due date.

13. Any court judgments (in whatever jurisdiction) against the licensee or, where the licensee is a body corporate, a group company, remaining unpaid 14 days after the date of judgment.

14. Where the licensee is required to have their accounts independently audited, any qualification to an auditors’ report; and any unplanned change of auditor including a change prompted by a dispute or resulting from auditors being unable or unwilling to sign an unqualified audit report.

15. Any change in the licensee’s arrangements for the protection of customer funds in accordance with the general licence condition 4 relating to the protection of customer funds (where applicable).

16. Where the licensee holds customer funds in a separate bank account, any deficit on reconciliation of such bank account.

Legal or regulatory proceedings or reports

17. The grant, withdrawal or refusal of any application for a licence or other permission made by the licensee, or in the case of a licensee which is a body corporate, any group company of theirs, to a gambling regulator in another jurisdiction. In the case of a withdrawal or refusal of the application, the licensee must also notify the reasons for such withdrawal or refusal. (This condition does not apply to applications for licences or other permissions to carry on activities which would fall outside the scope of a Gambling Commission operating licence if carried out in Britain or with customers in Great Britain.)

18. Any investigation by a professional, statutory, regulatory or government body (in whatever jurisdiction) into the licensee’s activities, or the activities in relation to the licensed entity of a personal licence holder or a person occupying a qualifying position employed by them, where such an investigation could result in the imposition of a sanction or penalty which, if imposed, could reasonably be expected to raise doubts about the licensee’s continued suitability to hold a Gambling Commission licence.

19. The receipt of any report from a professional, statutory or other regulatory or government body (in whatever jurisdiction) of the outcome of a compliance assessment in relation to the gambling activity of the licensee or, where the licensee is a body corporate, of any group company in which at least one person who holds a key position in or in respect of the licensee holds a key position: a copy of the report should be provided where available to the licensee.

20. The referral to the licensee’s Board, or persons performing the function of an audit or risk committee, of material concerns raised by a third party (such as an auditor) about the provision of facilities for gambling which are expressed (in whatever terms) as requiring attention as a high priority: a summary of the nature of the concerns must be provided.

21. The imposition by the licensee of a disciplinary sanction, including dismissal, against the holder of a personal licence or a person occupying a qualifying position for gross misconduct; or the resignation of a personal licence holder or person occupying a qualifying position following commencement of disciplinary proceedings in respect of gross misconduct against that person.

22. The commencement (in whatever jurisdiction) of any material litigation against the licensee or, where the licensee is a body corporate, a group company: the licensee must also notify the outcome of such litigation.

23. The making of a disclosure pursuant to section 330, 331, 332 or 338 of the Proceeds of Crime Act 2002 or section 19, 20, 21, 21ZA, 21ZB or 21A of the Terrorism Act 2000 (a suspicious activity report): the licensee should inform the Commission of the unique reference number issued by the United Kingdom Financial Intelligence Unit of the National Crime Agency in respect of each disclosure and for the purposes of this key event the five working day period referred to above runs from the licensee’s receipt of the unique reference number.Gambling facilities

24. Any breach in the licensee’s information security that adversely affects the confidentiality of customer data or prevents customers from accessing their accounts for longer than 24 hours.

25. Any change in the identity of the ADR entity or entities for the handling of customer disputes, as required by the social responsibility code provision on complaints and disputes.

26. The reference of a dispute to an ADR entity other than one in respect of which contact details were given in accordance with the social responsibility code provision on complaints and disputes; the reason for selection of that ADR entity should be given.

27. In the case of remote gambling, the commencement or cessation of trading on website domains (including mobile sites or mobile device applications) or broadcast media through which the licensee provides gambling facilities.

In this condition:

‘body corporate’ has the meaning ascribed to that term by section 1173 of the Companies Act 2006 or any statutory modification or re-enactment thereof

• a) in respect of a company, ‘holding company’ and ‘subsidiary’ have the meaning ascribed to that term by section 1159 of the Companies Act 2006 or any statutory modification or re-enactment thereof
• b) a ‘group company’ is any subsidiary or holding company of the licensee and any subsidiary of such holding company.

The Charity agrees to abide by these terms and report any key event it becomes aware of to the Gambling Commission within 5 working days.