Corporate governance report
Gaming Innovation Group Inc. (“GIG” or the “Company”) is a US public limited company incorporated in the State of Delaware, with its registered office in Bokeelia, Florida, USA and operations in Malta. As a Delaware company, GIG is subject to Delaware company legislation and regulations. In addition, certain aspects of Norwegian Securities law apply to the Company due to the listing on the Oslo Stock Exchange. Read more…
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GAMING INNOVATION GROUP INC. 27 December 2018
GAMING INNOVATION GROUP INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
- The name of the corporation is Gaming Innovation Group Inc. (the “Corporation”). The Corporation was originally incorporated under the name Advanced Compression Technologies, Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 10, 1992 as a stock corporation. The Directors of the Corporation have been elected and qualified.
- Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation. This Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of Delaware.
- The text of the Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:
ARTICLE I The name of the corporation is Gaming Innovation Group Inc. ARTICLE II The registered office of the Corporation is to be located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The total number of shares of stock which the Corporation is authorized to issue is one hundred million (100,000,000) shares of Common Stock, par value of one dollar ($1.00) per share. ARTICLE V The Corporation is to have perpetual existence. ARTICLE VI No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this limitation shall not eliminate or limit the liability of the directors (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit; provided, further, that this limitation shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when this Article VI became effective. If the General Corporation Law of the State of Delaware is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of each director of the corporation shall be limited or eliminated to the full extent permitted by the General Corporation Law of the State of Delaware as so amended from time to time. Neither the amendment nor repeal of this section, nor the adoption of any provision of the Certificate of Incorporation inconsistent with this section, shall eliminate or reduce the effect of this Section in respect of any matter occurring, or any cause of action, suit or claim that, but for this Section, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE VII Section 1. Indemnification by Corporation. The Corporation shall indemnify any person who is or was a director or officer of the Corporation with respect to actions taken or omitted by such person in any capacity in which such person serves the Corporation, to the full extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer, as the case may be, and shall inure to the benefit of such person’s heirs, executors, and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any person in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized in advance, or unanimously consented to, by the Board of Directors of the Corporation. Directors and officers of the Corporation shall have the right to be paid by the Corporation expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation. The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right that any person may have or hereafter acquire under this Certificate of Incorporation, the by-laws, any statute, agreement, vote of stockholders or disinterested director, or otherwise. Any repeal or modification of this Section by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director of officer of the Corporation, existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. Section 2. Insurance. By action of the Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including trustee) of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation shall have the power to indemnify him against such liability under the provisions of this Article. ARTICLE VIII The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all the provisions of the Certificate of Incorporation and all rights and powers conferred in this Certificate of Incorporation on stockholders, directors and officers are subject to this reserved power.
The Code of Practice is in material respects complied with through regular board meetings, ordinary follow-up of operations, periodic press releases and statements in annual reports and other information from the Company. Given the nature of GIG’s business, the Company is constantly working to improve its ethical and fair business practice. The Company is committed to be in compliance with all laws and regulations affecting our business. The Company has not defined ethical and CSR guidelines in accordance with the Company’s basic corporate values.
The Code of Practice is in material respects complied with through the Company’s articles of association and annual report. As a Delaware corporation, the Company’s business is not defined in the articles of association. A description of the business is available on the Company’s web site. These goals, along with the strategic areas for attaining them, are described in more detail elsewhere in the annual report and on the Company’s web site.
The Code of Practice is in material respects complied with. Apart from financing of normal operating expenses, GIG’s business model requires low tied up capital in fixed assets, and the Board of Directors considers the current equity capital sufficient. The Board of Directors constantly assesses the Company’s need for financial strength in light of the Company’s objectives, strategy and risk profile. The Company has adopted a dividend policy under which, all else being equal, the Company will aim to pay a dividend according to continued self-imposed restrictions concerning financial solidity and liquidity, all of which should be complied with. To date, the Company has not paid any dividends to shareholders. According to common practice for Delaware companies, the Company has an authorized number of shares available which is higher than the current number of issued shares. The authorized number of shares has been approved by the shareholders in a Special Meeting of the Shareholders. In compliance with the Company’s by-laws and Delaware corporate law, the Board of Directors may issue shares up to this limit without any further shareholder approval.
The Company is compliant with the Code of Practice. The Company has only one class of shares, which is listed on the Oslo Stock Exchange. Under Delaware law, no pre-emption rights of existing shareholders exists, but the Company aims to offer pre-emption rights to existing shareholders in the event of increases in the Company’s share capital through private share issues for cash. If the Board of Directors carries out an increase in share capital by cash and waive to offer a pre-emption right to existing shareholders, this will be a minor increase, or if not, a justification will be publicly disclosed in a stock exchange announcement issued in connection with such increase in the share capital. The Company owns treasury shares. When the Company carries out transactions in its own shares, it will be carried out either through the stock exchange or at prevailing stock exchange prices if carried out in any other way. Any transactions carried out by the Company in treasury shares will be reported to the Oslo Stock Exchange. In case of any material transaction between the Company and shareholders, directors or senior management or any related close associates, the Board of Directors will obtain satisfactory valuation in order to secure that a transaction is entered into on arms-length conditions. Members of the Board of Directors and Senior Management shall notify the Board in case of material direct or indirect interests in transactions entered into by the Company.
The Company is compliant with the Code of Practice. The Company has no limitations on the ownership or sale of the Company’s shares, except for the lock-up related to certain shares issued as payment for acquisitions made by the Company. All shares of GIG are freely negotiable and no form of restriction on negotiability is included in the Company’s articles of association.
The Code of Practice is in material respects complied with. Notices for shareholder meetings with resolutions and any supporting documents are sent by mail to all known shareholders according to the Company’s by-laws and articles of association. The Company’s by-laws require a minimum of 10 days’ notice to the shareholders, but the Company aims to give the shareholders longer notice when calling for shareholder meetings. The Company allows shareholders to vote by proxy and prepares a form of proxy that is sent to shareholders and nominates a person who will be available to vote on behalf of shareholders as their proxy. The Company’s chairman is normally chairing the annual shareholder meeting, and the board of directors are normally attending. It is allowed to vote separately on each candidate nominated for election to the Company’s corporate bodies. The annual shareholder meeting ensures the shareholders’ participation in the body that exercises the highest authority in the Company and in which the Company’s articles of association are adopted.
|19 May 2020||Minutes|
|22 May 2019||Minutes|
|23 May 2018||Minutes|
|23 May 2017||Minutes|
|10 May 2016||Minutes|
|31 August 2016||Minutes|
|12 May 2015||Minutes|
|17 March 2015||Minutes|
|22 May 2014||Minutes|
As a Delaware corporation, the governing law does not require a nomination committee. However, the Company has chosen to elect a nomination committee. The Committee is responsible for reviewing the size, structure and composition of the Board, succession planning, the appointment of replacement and/or additional directors and for making the appropriate recommendations to the Board.
The Annual Meeting of Shareholders on 19 May 2020 decided that the Nomination Committee of Gaming Innovation Group shall consist of not less than three and not more than four members. The members shall represent all shareholders. Each of the three largest shareholders of the Company as per 31 August 2020 shall have the right to appoint one member each to the Nomination Committee. The members of the Nomination Committee shall appoint the chairman of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than the date of the publication of the Company’s interim report for the third quarter 2020.
The Nomination Committee shall make proposals on the following agenda points at the Annual Meeting of Shareholders:
(i) A proposal on the Chairman of the meeting
(ii) A proposal on the composition of the Board of Directors
(iii) A proposal on the Chairman of the Board
(iv) A proposal on fees for the board directors and for the Chairman of the Board
(v) A proposal on remuneration for work in board committees
(vi) A proposal on auditors
(Vii) A proposal on fees for the Company’s auditors
(Viii) A proposal on the composition of the Nomination Committee
Shareholders can reach the Nomination Committee by email on: [email protected]
The Company does not have a corporate assembly. For the board of directors, the Code of Practice is in material respects complied with. The annual shareholders meeting elect representatives to the Board. The resolution on the composition of the Board takes place with a simple majority. The Company seeks to nominate members of the Board representing all shareholders and independent from management. The current board of directors consists of five members, whereof three are independent of the Company’s main shareholders. All of the board members own shares in the Company, either directly or indirectly. As a Delaware company, the board members have unlimited periods, but the board members can be proposed, elected and re-elected at the Annual Shareholders Meeting. For the election of a new Board at the next annual shareholder meeting, the Company will aim to propose a composition that will be in line with the provisions in the Code of Practice. The Chairman of the Board is elected by the by the Board of Directors according to the Company’s by-laws.
The Company has an Audit Committee consisting of two Directors; Robert Buren and Paul Fischbein. The Board of Directors has the prime responsibility for the management of the Company and holds a supervisory position towards the executive management and the Company’s activities. In addition to monitoring and advisory duties, the Board of Directors main tasks consist of participating in compiling the Company’s strategy. The Board of Directors appoints the CEO. Following the annual shareholder meeting, the Board of Directors will appoint a remuneration committee and establish an annual plan for its work with internal allocation of responsibilities and duties, and will evaluate its performance on a yearly basis.
The Code of Practice is complied with. The Board of Directors constantly assesses the Company’s need for necessary internal control systems for risk management in light of the size and complexity of the Company’s business, including monitoring the Company’s corporate values, ethical guidelines and guidelines for corporate social responsibility. In connection with the annual report, the most important areas of risk exposure and internal controls are reviewed.
The Code of Practice is in material respects complied with. Remuneration to board members is at a sufficiently competitive level in order to ensure the desired composition of the board. The remuneration is a fixed amount and has no performance related elements. No board members have share options and no board members take part in incentive programs available for management and/or other employees. As a general rule, no members of the Board of Directors (or companies with which they are associated) shall take on specific assignments for the Company in addition to their appointment as director. If such assignments are made, it shall be disclosed to the full Board and the remuneration shall be approved by the Board. All remuneration paid to each of the directors is described in the Annual Report.
The Code of Practice is complied with. The remuneration for the Chief Executive Officer is set by the Board. The Board also establishes guidelines for the remuneration of other members of senior management, including both the level of fixed salaries, the principles for and scope of bonus schemes and any option grants. The remuneration to senior management and the Company’s incentive stock option programs are described in the Annual Report.
The Code of Practice is complied with. The Company assigns importance to informing its owners and investors about the Company’s development and economic and financial status. Prompt financial reporting reduces the possibility of leakage and contributes to the equal treatment of shareholders. Responsibility for investor relations (IR) and price sensitive information rests with the company’s chief executive officer (CEO) and chief financial officer (CFO), including guidelines for the Company’s contact with shareholders other than through general meetings. All information distributed to the Company’s shareholders is available through the Company’s website. Each year the Company publishes to the market the dates of reporting for planned major events.
The Code of Practice is complied with. The Company has no restrictions in its articles of associations or bylaws regarding company take-overs, and the Board of Directors is pragmatic with respect to a possible takeover of the Company. If a take-over bid is made for the Company, the Board of Directors will ensure that shareholders are given sufficient and timely information and make a statement prior to expiry of the bid, including a recommendation as to whether the shareholders should accept the bid or not. The main responsibility of the Board under such circumstances is to maximize value for the shareholders, while simultaneously looking after the interest of the company’s employees and customers.
The Company has an audit committee consisting of one director. For the 2017 fiscal year, the audit committee had a meeting with the auditors regarding the annual financial statements and the auditors presented to the Committee a review of its work and the Company’s internal procedures. The Company has not developed any specific guidelines for the management’s opportunity to use the auditor for other services than the audit. The auditors are used as advisors for general financial purposes and in connection with the preparation of tax returns and general tax advice. The auditors normally participate in the board meeting which approves the annual financial statements and the auditors are also available for questions and comments at the Board of Directors’ discretion.