20 November 2025 - Minutes of the meeting of the Board of Commissioners

Minutes of the meeting of the Board of Commissioners, Thursday 20 November 2025.

10:00 Board room at Victoria Square House, Birmingham.

Commissioners:

• Charles Counsell (Interim Chair, excluding item 8)
• Lloydette Bai-Marrow
• Helen Dodds
• Sheree Howard
• Claudia Mortimore
• Helen Phillips (until 1pm)
• Andrew Rhodes (Items 1-7)
• David Rossington (Chaired item 8).

Executive team:

• Helen Child
• Katharine Diamond
• Sarah Gardner
• Helen Gibson
• Natasha Harris
• Tim Miller
• Alistair Quigley
• John Tanner (excluding items 8,9 and 13 to 18).

In attendance:

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Apologies:

• None.

1. Private Session for Commissioners and Secretariat

This session was not minuted.

2. Welcome, apologies and declarations of Interest

Helen Phillips gave apologies for leaving at 1pm.

The Chair noted he would recuse himself for Item 8 due to a conflict of interest and the Senior Independent Director (SID) would chair this item.

The Chair declared that he had been appointed as a Trustee of the Somerset Cricket Foundation as of 11 November 2025.

There were no other declarations of interest.

3. Minutes, actions and forward look

The Board approved the minutes of the meeting of 18 September 2025 as a true record, subject to minor drafting amendments.

The Board requested that future minutes of the Board and its Committees be made more concise, improving clarity and reducing time to review.

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The Board noted updates to outstanding actions to be recorded in Convene.

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The Board noted the following decisions taken by correspondence:

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• DECISION: Board approved revisions to the Speak Up (Whistleblowing) Policy, appendix 4 of the Corporate Governance Framework.

The Board noted the Forward Look and updates made since the last meeting.

4. Chair’s Report

The Board were asked to note the report for information and to raise any questions on areas of interest.

The Chair reflected positively on his meeting with DCMS Director General (DG) Emma Ward, with discussions primarily covering the fees review, the fourth National Lottery (4NL) Licence, and gambling taxes. The Chair has subsequently invited the DG to visit the Commission and offered to facilitate meetings with the gambling industry.

The Chair will be meeting with the Permanent Secretary in December.

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The Board noted that following feedback from Industry Chairs’, agendas for the Chairs’ Forum are now more forward looking, strategic and aligned with areas of focus for industry Boards.

The Board noted that Industry Forum do not currently have a Chair and discussed the risks and opportunities this presents to the Commission. Board noted that in the short term, the current proposal is to appoint a member of Industry Forum as Interim Chair and initiate a public recruitment campaign.

4.1 Proposed updates to the terms of reference of Remuneration and Nominations Committee (RNC)

The Board were asked to note the paper for decision.

The Board noted that the CEO and Deputy CEO were content with the proposed amendments.

DECISION: The Board approved the proposed amendments to the RNC terms of reference with immediate effect.

5. CEO’s Report

The Board were asked to note the CEO’s report for information.

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The CEO was pleased that the Pay Flexibility Business Case 2025 to 2026 was decoupled from the annual pay award, allowing the Commission to make a pay award to all eligible colleagues.

The Board received an update on the outcomes from the latest colleague engagement survey delivered by the Commission’s new provider (WorkL). The Commission’s engagement score (71 percent) exceeded the threshold (70 percent) to qualify for the Sunday Times Best Places to Work accreditation.

The CEO reflected on the G7 Regulators Roundtable and Gaming Conference, noting interesting insights gained around gambling advertising. The Commission will share the data with DCMS as advertising bans is still a live issue.

The Board noted that the CEO had met with the Liberal Democrats’ spokesperson on gambling.

6. Finance and Procurement Reports – September 2025

The Board received the paper for information and were asked to note:

• the revised budget allocations and creation of the contingency budget
• that ExCo endorsed mandatory training for contract managers, information has been shared with Executive Directors since the ExCo meeting on 28th October confirming the current list of contract managers
• the themes that are emerging from the discussions the Head of Commercial has had with Executive Directors on the Commercial Strategy.

The Board noted that DCMS have been advised that the Commission will need to keep its supplementary estimates under review in light of the fees review.

The Board were advised there has been some movement in the forecast on the deficit position of c£0.75m.

On expenditure risks and opportunities, Board noted two primary risks (vacancy factor and external legal services). The vacancy factor has taken account of current attrition rates as they were in the budget, all vacant posts have now been removed, and the current forecast turnover levels of 10 percent will likely decrease to 5 to 6 percent in year.

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The Board questioned whether legal costs are recovered when financial sanctions are imposed. Generally, the Commission is not able to recover the full costs of an investigation.

The Board noted the majority of vacancies removed from the forecast were from the Operations directorate, however some of these roles have been added back to the forecast pending further discussion. The Board questioned whether the current approach risks understaffing and were advised that resource is being prioritised as needed.

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The Board noted that the majority of operators have now paid their Levy, with those outstanding consisting mainly of smaller operators with some seeking reductions on their contribution. Operations are taking action on outstanding payments, and it is expected that almost all operators will have paid shortly.

The Board received an overview of key focuses of the Commercial Team.

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The Board welcomed the Commercial report, encouraged by the savings made and considered the move to making contract management training mandatory a positive step.

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8. Consideration of changes to the Managing Conflicts of Interest policy

The Interim Chair recused himself from this item and left the board room. The item was chaired by the SID.

The Board received the paper for decision. The Board was asked to review the contents of this paper and provide a steer to enable the Head of Governance to revise the Managing Conflicts of Interest policy, if desired.

The Board noted that the Audit and Risk Committee (ARC) discussed the paper at its meeting on 13 November 2025. ARC agreed with the conclusions drawn in the paper that maintaining any industry interest represents an irreconcilable conflict for employees and Commissioners, however, ARC agreed that it would be sensible to reconsider if this policy should also apply to Expert Groups.

The Board noted it was important to consider any changes to the policy regarding Expert Groups before initiating recruitment for a new Chair of Industry Forum.

DECISION: The Board agreed to maintain the Commission’s Conflicts of Interest policy, subject to appropriate consideration on how this applies to Expert Groups.

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9.1 Performance Reporting

The Board received the report for discussion and was asked to note performance and conclusions.

The Board noted that Managing Licensee Data (MLD) is a significant step forward and thanks to the team’s hard work, the impact has been far less disruptive than it otherwise might have been. Compliance are now using the Case Management System (CMS).

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The Board noted that the cost of CMS implementation is expected to fall within the business case envelope, although the £300k contingency may be called upon in Phase two, to see through to completion.

On Internal Audit actions, Board noted that ARC have oversight and there has been positive engagement between Commission officials and the GIAA to resolve overdue actions and, in some cases, initiate change requests to move actions to a more suitable due date.

9.2. Appendix 2: People and Culture Dashboard

The Board received an overview of the People & Culture Dashboard, and the following key points were noted:

• there is a low uptake in exit interviews and People Services are striving to increase participation
• the recent successful Legal recruitment campaign reflects the work undertaken around the Pay Framework and strengthening the recruitment process
• the Commission’s employee engagement (EEI) score when compared to the Civil Service benchmark has increased from 64 percent in February 2025 to 67 percent in the November colleague survey. The headline areas where colleagues want to see improvements include resources, workload and communication between teams
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The Board noted that the “time to recruit” has improved following the recruitment of a Talent Acquisition Expert and investment in further recruitment tools, for example a LinkedIn Licence.

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The Board passed on its thanks to People Services, noting the dashboard had developed considerably and inroads have been made to ensuring the organisation recruits talent at the required level.

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14. Financial Key Event Reporting: Reporting changes in ownership and interests – public consultation response

The Board received the paper for decision and was asked to decide on the proposals at paragraph 8 of the paper.

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On Proposal 4, and the recommendation to initiate a survey from a sample of operators, the Board noted that a considerable proportion of respondents cited improving the Commission’s guidance notes as a key benefit - clarifying the Commission’s reporting expectations. Officials propose to update the guidance notes, conduct an informal consultation with Industry Forum and pause the survey, pending discussions around the business plan.

DECISION: Board agreed to:

• approve the recommendations as detailed in Annex A relating to the five proposals
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• delegate authority to the Chief Executive Officer to finalise the drafting of amendments to the Licence Conditions and Codes of Practice (“LCCP”) and the Licensing, Compliance and Enforcement Policy Statement (“LCEPS”) and associated documents. Further, to determine the content and timing of the consultation response and the associated implementation timeline
• delegate authority to the Chief Executive Officer to approve the commissioning of a survey, if appropriate funding is available, on the cost implications for operators of implementing Proposal 4 (as outlined in Annex A)
• the delegation is sought in respect of b and c above in accordance with the scheme of delegations in our corporate governance framework. It is anticipated that the CEO will subdelegate in accordance with that scheme to the relevant Executive member, namely Tim Miller. In the event he is unavailable, Deputy CEO, Sarah Gardner, will be the relevant Executive member.

15. Combined GAR paper

The Board received the paper for decision and was asked to decide on the recommendations in the paper at paragraphs 12, 13 and 14.

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On the recommendation to approve the policy proposal to consult on amending the Statement of Principles for Determining Financial Penalties, the Board noted that GambleAware will not be taking any further regulatory settlement funds. The recommendation to proceed with the consultation, will require decisions to be made on the destination of any new settlements on a case-by-case basis by ExCo.

The Board noted that HM Treasury would be given advance notice of the consultation and DCMS are aware of the proposals.

DECISION: Regarding the consultation response on gaming machines, the Board agreed:

a. the recommendations related to consultation outcomes to implement a new licence condition on removal of non-compliant machines, made in the paper, specifically to:

• proceed with the licence condition to require operators to remove non-compliant machines if notified by the Commission
• agree the recommendation to proceed with a decision relating to this new licence condition as the first step in responding to the wider consultation proposals.

b. delegate authority to the responsible Exec member (Tim Miller, or the Deputy CEO in his absence) to finalise the details including:

• the final drafting of the LCCP provision
• the content of, and timing for, publishing the response document
• the implementation timeframe.

Regarding the Statement of Principles for Determining Financial Penalties, Board agreed to:

c. approve the policy proposal to consult on amending Section 2.39 in the Statement of Principles for Determining Financial Penalties in relation to the destination of future regulatory settlements and approve that the proposed destination for consultation would be the consolidated fund, as is the case for financial penalties

d. delegate authority for the drafting of the consultation document, and the timing of the consultation to the relevant Exec member (Tim Miller, or the Deputy CEO in his absence).

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16. Towards an Artificial Intelligence (AI) Strategy

The Board received the paper for decision and was asked to decide on the risk appetite for AI use, and to approve the AI appendix to the corporate strategy.

The Board received an overview of the paper and noted that the risk appetite would be reviewed as part of the 2026 draft Risk Appetite statement.

The Board noted that insufficient use of AI presented a risk and/or opportunity.

However, the Board acknowledged the issues relating to development of the Commission’s data maturity. In order to enable any meaningful benefit from AI, the Commission would first and foremost need to invest in improving its data quality.

The Board were advised that in the interim there are opportunities to explore products with an AI component, for example the People Services Software. Whilst the longer term view is shaping the Commission’s current data set, so the data is mature enough to utilise AI safely and securely.

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The Board noted that access to external AI products for example, ChatGPT is blocked on Commission devices, with the exception of Microsoft CoPilot which the Commission has endorsed.

DECISION: Board agreed the risk appetite for AI use, and approved the AI appendix to the corporate strategy.

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17. Trust Statement (shared by correspondence)

The Board noted that the draft Trust Statement had been shared by correspondence on 18 November 2025 with Board asked to review and submit comments by 5pm on 21 November. Feedback has already been received from ARC members and incorporated into the latest version.

The Board noted that the Trust Statement was a new requirement from HM Treasury which forms part of the Annual Report and Accounts. Board noted the timetable for finalising the Statement and the intention to lay in Parliament by 10 December, ahead of recess.

The Board agreed to delegate approval of the Trust Statement to the Chair of ARC and the Accounting Officer by correspondence.

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18. Any Other Business and Review of the meeting

The Board noted that ARC were concerned by the number of outstanding Internal Audit reports and there is continued pressure for the GIAA to provide these. Three outstanding reports should be received before Christmas to allow ARC to review these in January and report back to Board in February 2026.

Review of the meeting

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