Transforming

game

our

Annual Report 2023

Refreshed corporate strategy, focusing on

three strategic objectives (Drive Organic

Growth; Expand online margins; Empower

growth in US) to deliver value for our

shareholders as the next phase of our

transformation

Further expansion into regulated markets

with leading market positions; expansion

into Poland with acquisition of STS

Holdings and partnership with TAB NZ

providing unique access to New Zealand

sports betting market

Enhancement of in-house content and

capabilities with acquisition of 365Scores

and Angstrom Sports

Strong performance of BetMGM boosted

by product and tech enhancements

including Single Account Single Wallet in

27 markets

Only global operator with 100% revenue

from regulated or regulating markets

Launch of new sustainability strategy

including an updated regulatory and safer

gaming charter

Strategic and operational highlights Financial highlights

Group Revenue

£4.8bn

+11% 2022: £4.3bn

Online Net Gaming Revenue

£3.4bn

+12% 2022: £3.1bn

BetMGM Net Gaming Revenue

$2.0bn

+36% 2022: $1.4bn

Group Underlying EBITDA

£1,008m

+1% 2022: £993.0m

Loss after Tax from

Continuing Operations

£879m

2022: proﬁt of £33m

Adjusted Net Debt

£3.3bn

3.3x (3.1x proforma)

2022: £2.8bn (2.8x)

Proﬁt after Tax from

Continuing Operations before

Separately Disclosed Items

£339m

2022: £224m

Adjusted Diluted EPS

44.2p

2022: 60.5p

01 Introduction

02 We are Entain

06 Investment proposition

08 Chairman’s introduction

12 Chief Executive’s Review

18 The industry in which

we operate

20 How we create value

23 Our strategic framework

38 Regulatory update

40 Sustainability

42 ESG Governance

44 Safer betting and gaming

46 Secure and trusted

platform

48 Working environment

50 Positively impact our

communities

53 ESG KPIs

56 TCFD Statement

64 Engaging with

stakeholders

68 Chief Financial Ofﬁ cer’s

Review

79 ERM and Principal Risks

87 Viability Statement

88 Chairman’s Governance

Overview

89 Board of Directors

92 Governance framework

98 Board Activities during

2023

101 People & Governance

Committee Report

104 Audit Committee Report

110 Sustainability &

Compliance Committee

Report

113 Directors’ Remuneration

Report

138 Directors’ Report

141 Independent Auditor’s

Report

160 Consolidated income

statement

161 Consolidated statement of

comprehensive income

162 Consolidated balance

sheet

163 Consolidated statement of

changes in equity

164 Consolidated statement of

cash ﬂows

165 Notes to the consolidated

ﬁnancial statements

215 Company income

statement

216 Company balance sheet

217 Company statement of

changes in equity

218 Notes to the Company

ﬁnancial statements

223 Glossary

224 Shareholder information

225 Corporate information

1. Represents NGR from 100% of BetMGM.

2. Underlying EBITDA is earnings before interest, tax, depreciation and amortisation,

share based payments and share of JV income. EBITDA is stated pre-separately

disclosed items.

Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

At Entain, we’re on a

mission to provide our

customers around the

world with the most

entertaining experiences,

supported by market

leading player protection

across betting & gaming.

Entain plc Annual Report 2023 01Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

We are Entain

Betting and gaming is in our DNA. It’s the purple

thread that drives our evolution, our people, and our

purpose. We’re the brands our players hold in their

hands – and heart.

Our values

This year, we powered up our people

with a new set of values and behaviours.

These new values form the cornerstones

of our culture, unlock the highest

performance of our teams and lay the

foundations for creating incredible

experiences for our customers.

Our new values mean we’re all looking

towards the same future. At Entain, we:

Do What’s Right

We put our cus tomers ﬁrst and

play a leading part in protecting

our players. We are creating a

work environment where everyone

can be themselves, and act with

integrity all the time. To do what’s

right we must keep ourselves

honest so our people should never

be afraid to speak out if something

feels wrong.

Keep it Simple

We make things easy for our

customers by focusing on them

and their needs. We’re clear on our

goals and who’s accountable for

what, so we all know what success

looks like. We remove complexity

wherever we ﬁnd it, because we all

perform better that way.

Go Beyond

We stay curious. We need to

learn from our successes AND

from setbacks to push forward.

We surround ourselves with the

best people and we put in the

effort needed to turn ambitions

into reality. We embrace

change because that’s when

progress happens.

Win Together

We have a shared vision for Entain.

We collaborate, break down

barriers and share ideas for the

greater good. We never forget

that we’re on the same side, so we

treat everyone the way we want

to be treated. We’re inspired by

our teammates. We celebrate their

success, because when they win,

we all win together.

We only operate in regulated or regulating

betting and gaming markets, which means

we’re focused on delivering asecure and

trusted betting and gaming business for

ourstakeholders.Now,weoperateinover

30 markets, with leadership positions in

the ﬁve larges t regulated markets and

two fastest growing – US and Brazil. And,

through our global scale and household

names, we’re focused on leveraging our

skills, talent and capabilities to elevate

our technology and data insights to create

product s and ex periences like noother.

Entain, today.

Global &

Diversiﬁed

portfolio

Leadership

positions

Customer

Focused

High Quality

Revenue &

Growth

Largest

sports betting

& gaming

platform

Leading

Responsible

Operator

130+

130 licences across

>40 territories

Territories

worldwide

Currencies

accepted

Languages

offered

02 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

30+

Leading brands

Our commitment to sustainability

This year, we introduced our new

Sustainability strategy. A strategy

that makes a real positive impact in

the communities in which we work and

play, one that builds trust with wider

society, and ensures we are a leader in

player protection.

We’re continuously building on insights

and have refreshed our strategy

across four pillars that encapsulat the

sustainability issues that are most

important to Entain, our customers,

investors and partners:

Be a leader in player protection:

Player safety is a fundamental

building block of our business and we

are proud to play a leading role across

our markets.

Provide a secure and trusted platform:

We lead on integrity in everything

that we do. From having the highest

ethical standards, to only operating

in regulated or regulating markets, to

having an aim of gold standard data

protection, and cybersecurity.

Create the environment for everyone

to do their best work: We attract a

broad and diverse audience from the

inside out.

Positively impact our communities:

We play our role in limiting global

warming to no more than 1.5°C

and we create a positive impact on

our communities.

Read more about our sustainability

strategy and commitments in 2023 here.

Our commitment to the customer

1. Customers are the focus of everything

we do.

2. Our purpose is to provide them with

the most entertaining customer

experience supported by market-

leading player protection.

3. We will offer them exciting and

trusted sports betting and gaming

products and services.

4. Listen to and respond to

customer needs.

5. Using our technology platform,

we will continuously innovate to

introduce new products and create a

personalised and localised experience

for each of our customers.

Online 71%

Retail 29%

Other –

2023 NGR Split

Online 75%

Retail 25%

Other –

2023 Underlying EBITDA Split

Online sports wagers

£13.7bn

-3% 2022: £14.1bn

Retail sports wagers

£4.3bn

+12% 2022: £3.9bn

Our commitment

to the game

Our divisions

1. New opportunities and Corporate

are excluded as they are negative.

Our leading brands

03Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

We are Entain

2017 2019 2020

Our timeline of transformation

Corporate activity

–February – GVC admitted

to LSE Main Market

2016

July 2018 – Created BetMGM, 50/50

Joint Venture with MGM Resort

February 2016 –

GVC acquisition of

bwin.party

2018

Leadership changes

– February – Barry

Gibson appointed

Group’s Non-

executive Chairman.

– July – Shay Segev

appointed as

CEO, succeeding

Kenneth Alexander.

Corporate activity

– November – new

corporate strategy

announced – project

Sunrise re 100%

regulated markets)

December 2020

– GVC Holdings

renamed Entain plc

Business alignment to 100% regulated marketsGrowth through transformative acquisitions

March 2018 – GVC and Ladbrokes

Coral Group completed, creating one

of the largest listed online gaming

businesses in the world

04 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

2021 2022

202

August 2022 –

formation of Entain

CEE (venture with

EMMA Capital, to

create a strategic

platform across CEE)

December 2023 – secured DPA to conclude

HMRC investigation into legacy business

November 2023 – new evolved

3-year plan: organic growth, margin

expansion and US market share.

Leadership changes

– January –

Jette Nygaard-

Andersen appointed

as CEO

M&A activity

– March – acquisition of

Enlabs (Baltics)

– March – acquisition of

Bet. pt (Portugal)

– July – acquired

remaining 49%

of Crystalbet

– September – acquisition

of unikrn (esports and

skill- based wagering)

M&A activity

– January – acquisition of

Klondaika (Latvia)

– February – acquisition

of Avid Gaming/Sports

Interaction (Canada)

– March – acquired

Totolotek (Poland)

– November – acquisition

of SuperSport (Croatia)

Leadership changes

– December – Jette Nygaard-Andersen resigns

as CEO. Stella David becomes Interim CEO

M&A activity

– January – acquisition of BetCity (Netherlands)

– March – announced partnership with TAB NZ

– June – announced 365 Scores acquisition

– August – completed acquisition of STS

– October – completed acquisition of Angstrom Sports

Corporate activity

– January – accelerated exits from unregulated market

– June – equity raise

Evolved strategy

2023

05Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Investment proposition

Entain is a leading consumer-focused business

operating in the global betting and gaming

industry which enjoys attractive dynamics and

structural market growth.

Our strong local brands supported by

in-house technology and operational

capabilities, enable leading positions in

regulated markets.

Execution of our focused strategic

objectives of organic growth, margin

expansion and US market share, will

deliver sustainable long term value for

our stakeholders.

Operates in

large and

growing markets

Diversiﬁed

regulated

operator

Attractive global industry dynamics

Structural market drivers

High-single-digit % growth across our markets

Portfolio optimised for growth and ROI

100% regulated or regulating markets

Diversiﬁed by geography, product & customer

Strong brands underpin leading

market positions

Read more: pages 18-19 Read more: page 26-37

06 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Focused

execution of

strategic targets

Superior

ﬁnancial

returns

Execution plan

Increased localisation driving engagement &

retention

Disciplined capital allocation

A leader in player protection

Target revenue growth ahead of our markets

Operational leverage supports

margin expansion

Strong operating cash ﬂow & balance sheet

Progressive dividend policy

Read more: pages 68-77

Online NGR

+12%(CC)

Dividend

+17.8p

2022: 17p

BetMGM NGR

+36%

Entain is a differentiated customer-focused business

operating in a global industry with attractive growth

dynamics. We are the most diversiﬁed, leader of scale

in our sector, with superior growth embedded across

our business, delivering proﬁtable and sustainable

returns for our stakeholders.

07Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Investment proposition

Chairman’s introduction

J M Barry Gibson

Chairman

Entain plc Annual Report 202308 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

our positive contribution to corporate

social responsibility.

Financial performance

During 2023, we delivered Total Group

revenue growth of 14%, with Group Net

Gaming Revenue (NGR), excluding our 50%

share in BetMGM, growing 11%. However,

this was down 2% on a proforma basis

reﬂecting the operational and regulatory

challenges the organic business faced.

We delivered EBITDA of just over £1bn,

despite sacriﬁcing proﬁts as we re-shaped

the business to focus on regulated markets.

Our balance sheet is robust and while

leverage is above levels we would ideally

like over the longer term, our balance sheet

and available cash is healthy. As a result,

we are continuing with our progressive

dividend with a payment of approximately

£113m for the year.

Deferred Prosecution agreement

December’s Deferred Prosecution

Agreement with the Crown Prosecution

Service was important in drawing a much-

needed line under legacy GVC issues.

Confronting these challenges was never

going to be easy, but we can be proud of

the positives – particularly the recognition

of Entain’s extensive co-operation, the

“wholesale changes” within our business

and above all, the acknowledgement

that “the company in its current form is

effectively a different entity”.

Those welcome comments on Entain

and our transformation reﬂect our

commitment to operate only in markets

that are regulated or have a clear

pathway to regulation. We are proud

We’ve made signiﬁcant strategic progress;

lessons have been learned on operational

implementation and we draw to a close a

period overshadowed by the behaviours of

a different era. Entain can now look forward

conﬁdently as a global operator with a

clear and sustainable strategy, supported

by the hard work and commitment of our

31,000 colleagues.

This year the business has:

Delivered Total Group revenue growth

of 14%, including our 50% share

of BetMGM

Finalised a £585m Deferred Prosecution

Agreement (DPA) to conclude the

HMRC investigation into activities by

the company’s legacy Turkish-facing

business, which was sold in 2017.

Accelerated our exit from unregulated

markets, delivering our commitment to

only operate in regulated markets.

Expanded into new regulated

markets, in particular Poland and New

Zealand, whilst withdrawing from less

attractive opportunities.

Reﬁned our operational strategy to

streamline the business, grow revenues

and improve margins, as well as invest

behind our US business to drive market

share gains.

Refocused our leadership under our

Interim Chief Executive, Stella David, and

added new expertise to our Board.

Led by example in our commitment

to safer gambling and player

protection and won recognition for



as a period of necessary, but ultimately positive,

transition for Entain. We strengthened our revenue

base, enhanced our Board, and delivered a satisfactory

resolution to our previous regulatory issues.

09Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chairman’s introduction

Geographically, we embedded our footprint

in Central and Eastern Europe in 2023

with Entain CEE’s acquisition of STS, the

leading sports-betting operator in Poland.

Following our acquisition of SuperSport in

Croatia during 2022, STS further consolidates

our position across the region, with a

regulated betting market which is expected to

continue to grow rapidly in the years ahead.

Similarly, our 25-year partnership with TAB

NZ, secured Entain’s position as the sole

licensed operator with access to the very

attractive New Zealand market.

We also enhanced our technology and

product capabilities in the US market with

the acquisition of Angstrom Sports, which

will provide an unrivalled experience for our

customers in the U.S., the most important

and fast-growing new regulated market in

the world. Additionally, bringing 365scores,

one of the world’s leading scores and sports

media companies into our group, supports

our ambitions of improving the customer

experience and broadening our pathways to

growing our customer audiences.

Driving operational focus

In our rapidly consolidating global industry,

acquisitions have been important in

cementing the strategy of our business

and securing leading positions in attractive

regulated markets. As we look forward, in

November we revised our strategic targets,

outlining our plans to drive organic growth

expand our EBITDA margins to 28% by 2028

and deliver on our market share ambitions in

the US. We cannot be complacent and must

recognise that we have to deliver operational

excellence on time, every time and our

management are focused on delivering a

stronger performance in the coming year.

Looking forward we have many opportunities

to improve our performance. Most importantly

we must better leverage the beneﬁts of

our scale whilst being agile to ﬁne tune our

offering to customers and to respond to

changing markets. In the US we’re more

excited than ever about the prospects for

BetMGM and are working with our partners

in MGM to drive our market share to at least

20%. The recent introduction of a new single

wallet capability, new apps and games are

just the beginning of improvements we have

been working hard to deliver and they are

already demonstrating great improvements

for our customers.

of that commitment to deliver higher

quality and more sustainable revenues

in the future despite forgoing around

£100 million of EBITDA from those 140 +

unregulated markets that we have now

exited. In our industry we must embrace

regulation, it’s the right thing for our

customers and it’s the right thing for our

stakeholders. Good regulation, properly

implemented and well enforced, is good

for our business. It improves visibility and

stability of earnings, and means that the

most credible, respected and responsible

operators can engage with customers.

We work constructively with industry

bodies and regulators around the globe to

ensure that wherever we can we inﬂuence

the development and implementation

of better regulation and its application.

We are continuing to cooperate fully with

AUSTRAC in relation to their investigation

into our Australian business, which

commenced in September 2022 and

remains ongoing.

Over time the wider beneﬁts of regulation

will far outweigh the short-term ﬁnancial

cost of market exits. I’m conﬁdent that

because of our strategic decisions, we are

now ﬁrmly on the right road to deliver the

enhanced value our shareholders and other

stakeholders deserve and expect.

Strategic focus on regulated

growth markets

Having gone through a period of re-focusing

our portfolio, we are now the most diversiﬁed

operator of scale in our sector working

exclusively in regulated or regulating markets.

While M&A activity will be much slower going

forward as our focus shifts to organic growth,

we made some key strategic transactions for

the business in 2023.

10 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chairman’s introduction

Our newly formed capital allocation

committee has begun reviewing Entain’s

markets with the goal of maximizing

shareholder value of the portfolio. This will

help the company to effectively manage

its balance sheet as well as be in a

position to make further investments in

growth opportunities.

Fresh perspectives and leadership

I’d like to thank Jette Nygaard-Andersen

for her hard work leading the business for

nearly three years. Having taken the reins

amid the Covid pandemic, she set in place

the foundations of our regulated markets

strategy, executing our portfolio re-shaping

and leading signiﬁcant acquisitions as

well as enhancing our management team.

Jette offered leadership at a time of great

change and challenge for our business.

The conclusion of the HMRC investigation

through the DPA and our revised strategy

provided a natural transition point.

The Board was pleased to be able to call on

Stella David to take on the Chief Executive

Ofﬁcer role on an interim basis. Stella knows

the business extremely well and as an

experienced leader with a strong track

record across many ﬁelds, she is well placed

to drive operational delivery while we seek

a permanent Chief Executive Ofﬁcer – a

process that is well advanced.

Alongside refreshed leadership, we have also

brought fresh experience to the wider board.

We welcomed Amanda Brown as a new

Non-Executive Director and Remuneration

Committee member in November.

Amanda brings extensive commercial and

Human resource experience to us. In January

2024 Ricky Sandler, the Chief Executive

of our shareholder Eminence Capital, was

also appointed to our Board and to our new

Capital Allocation Committee. Ricky knows

our business extremely well and his focus will

be on generating value for all shareholders.

Nobody has a monopoly on wisdom and as

Chairman I believe Entain will beneﬁ t from

the fresh perspectives and constructive

challenge that both Ricky and Amanda

bring. We anticipate further Non-Executive

Director appointments over the coming

weeks and recognise that we need to re-

balance the board’s gender balance following

recent changes.

Pierre Bouchut has also become our

Senior Independent Director and Virginia

McDowell has been appointed as Chair of the

Remuneration Committee. I am chairing the

People and Governance Committee together

with our new Capital Allocation Committee,

which has a clear mandate to ensure a

disciplined return on investment from the

markets and products we choose to prioritise.

Importantly it underlines our ﬁrm commitment

to deliver shareholder value.

Safer gambling and

community engagement

Even though Entain has seen much

transition as a business this year, player

protection remains vital. We continue to

ensure we provide an environment that

is as safe as possible for our customers.

We care about our customers, and we want

them to enjoy their experience, which is why

we developed our Advanced Responsibility

and Care programme to provide an invisible

safety net. ARC has already delivered 1m

proactive interactions, and protected 400k

unique customers from harmful play.

Amidst all the change, another thing that will

never falter is our commitment to investment

in people and making a positive contribution

to the communities in which we operate,

such as through our Entain Foundation.

The Entain Team

Sufﬁce to say any business as complex and

geographically spread as ours has to rely

on a committed team of highly talented

individuals. During this last year we have

beneﬁted from over 30,000 people working

every day to deliver better service and

results. On behalf of the Board, I would

like to thank each and every one of our

colleagues for the hard work, loyalty and

enthusiasm they have shown.

Note

1. Underlying EBITDA is earnings before interest, tax,

depreciation and amortisation, share based payments

and share of JV income. EBITDA is stated pre-

separately disclosed items.

We must better

leverage the beneﬁts of

our scale whilst being

agile to ﬁne tune our

offering to customers

and to respond to

changing markets.”

11Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chairman’s introduction

Chief Executive’s Review

Stella David

Interim Chief Executive Ofﬁcer

12 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

12 Entain plc Annual Report 2023

Dear Shareholder

Entain is a leading sports betting and gaming

business, operating in a global industry with

attractive dynamics and structural growth. We are



only operating in regulated or regulating markets.

Our strong brands, leading market positions and

increasingly localised offering are supported by

in-house technology and product capabilities.

The Group’s strategy is focused on

delivering the most entertaining customer

experience supported by market-leading

player protection to deliver quality

growth and sustainable returns for

our shareholders.

While 2023 presented many challenges

and our performance in some of our

markets was behind our expectations,

overall we made good strategic progress.

We re-shaped our geographic footprint

enabling us to focus on leadership positions

in regulated or regulating markets,

broadened our customer engagement

and continued to implement leading

player safety measures. We also secured

a conclusion to a material overhanging

legacy issue.

Reﬂecting the signiﬁcant progress made

in re-focusing our business, in November

2023 we revised our strategic ambitions,

focusing on key objectives and priorities

for the next three years that will drive

shareholder value.

One of these changes has been leadership.

I have been on Entain’s board as Senior

Independent Director since March 2021

and was honoured to accept the role of

Interim CEO. Although my appointment is

on an interim basis, the business will not be

treading water. We have clear targets to

deliver. I will focus on driving the execution

of our revised strategic priorities until the

appointment of a new, permanent, CEO.

Performance in 2023

During 2023, we achieved total revenue

growth of 14%, including our 50% share

in BetMGM, in spite of operational and

regulatory challenges. We expanded into

the regulated markets of Croatia, Poland

and New Zealand as well as adding to

our capabilities with the acquisitions of

365Scores and Angstrom.

Entain’s operations now span over

30regulated or regulating territories,

with established brands supporting

leading positions in many of our markets.

Regulation remains an over-arching

factor in our industry and for the

Group’s performance. Clear regulatory

frameworks that are appropriate and

well enforced, are positive for us and our

customers. However, in the short term,

they can createheadwinds as signiﬁcant

changesare put in place and uneven

implementation can occur ahead of

consistent enforcement.

During 2023, we managed regulatory

change in a number of our larger markets,

impacting headline organic performance.

The most notable being our implementation

of ever-tightening UK affordability

measures and the persistent lack of

impactful regulatory oversight in Germany.

We estimate the aggregate of regulatory

impacts was a negative 6ppt headwind

to Online NGR performance in 2023.

As a result, proforma

organic Online NGR

13Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Executive’s Review

was down 3%cc

versus the prior year,

whilst proforma

Retail NGR grew 2%cc

Total Group NGR, including our 50% share

of BetMGM was up 14% and up 2%cc

on a

proforma

basis.

We also continued to improve the

sustainability of our business, ensuring

more diversiﬁed, sustainable and

ultimately higher quality earnings.

We achieved another record level of

active customers, with proforma

actives

+10%, demonstrating the underlying

strength in our core business as well

as our broadening, more recreational

customer base.

In the UK, Online NGR was down 6%,

reﬂecting the ongoing digestion of

regulatory changes. We estimate that we

experienced a headwind of approximately

c10ppt to our Online NGR growth.

Unfortunately, this drag did not ease during

H2 as we expected due to the imposition of

further affordability measures. The iterative

imposition of cumulative safer gambling

measures throughout 2023 has resulted in

overly complex journeys for our customers.

We continue to believe that restrictions

should be personal and appropriate for

each customer, however, we must ensure

the experience for our customers is smooth.

In the short term we expect that the

measures currently in place will continue

to weigh on performance. However, we are

encouraged that our industry and regulator

are working together to agree a pragmatic

framework for customer safer gambling

checks. If implemented, as currently

anticipated, these will provide a clear and

consistent approach to player protection

for customers across all operators in the

UK. Our focus remains ﬁrmly on acquisition

and retention of customers to grow market

share. In 2023 we grew UK online actives

by +18% driven by continued customer

engagement with exciting marketing

campaigns, new product releases and

wider offering enhancements.

UK Retail NGR was up +2% on a LFL

basis with a good performance in both

sports and gaming across both machines

and OTC. Our strong performance is

underpinned by our market leading retail

offering reaching a broader demographic

of customers supported by exclusive and

in-house content coupled with digital in-

shop experiences.

Our business in Italy continues to perform

well, with online NGR up +3%cc

versus

2022. The underlying market growth

remains strong and omni-channel

operators continue to outperform.

Despite increased competitive activity,

Eurobet, bwin and GiocoDigitale grew

actives +13% by leveraging our omni-

channel proposition, brand strength and

ongoing investment in our products.

Retail NGR was up +16%cc

and the retail

shop network remains invaluable to our

omni-channel offering, with combined

Online and Retail NGR +63%cc

versus

pre-Covid levels.

Combined Online NGR in Australia and

New Zealand was up 11%cc

, although

down -5%cc

on a proforma

basis.

In Australia, whilst we experienced a softer

market along with increased competition,

our Ladbrokes and Neds brands continue

to deliver unique content and engaging

products. Entain Australia’s partnership

with TAB NZ also provides a broader

differentiated experience for sports

betting customers in New Zealand as

well as Australia, and we look forward to

customers in New Zealand enjoying an

enhanced experience as our offer migrates

to Entain Australia’s technology platform

in 2024.

Our NGR in Brazil was down 14%cc

year on year reﬂecting our disappointing

operational execution in early 2023.

We installed a new management team,

taking swift action to realign customer

acquisition channels, payment processing

and product engagement, and are pleased

to be seeing positive signs from the impact

of these actions taken. As the Brazilian

sports betting and gaming regulation

progresses towards licencing during

2024 the market will remain intensely

competitive. However, we remain excited

for our Brazilian business and believe we

are well positioned in this fast growing

regulated market. Sportingbet remains

a strong brand and we are focused

on rebuilding market share growth,

leveraging an improved app experience,

product innovation, as well as our

14 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Executive’s Review

365Scores acquisition supporting growth

going forward.

Entain’s CEE business continues to

perform strongly, maintaining its market

leadership with the SuperSport brand

in Croatia and expanding our presence

across the CEE region with the acquisition

of STS Holdings in Poland. Proforma

NGR

was up 13%cc

for Online and 4%cc

for Retail on a constant currency basis.

SuperSport proforma

Online NGR grew

29%cc2 beneﬁtting from its leading omni-

channel offering and its ﬁrst to market

cashout offering, whilst STS Online NGR

was ﬂat year on year, reﬂecting its sports

only offering impacted by customer friendly

sporting results in October offsetting

prior growth.

Our Crystalbet brand remains the market

leader in Georgia and continues to perform

well. Online NGR grew +7%cc

, reﬂ ecting

the strength of our operations and brand,

and sees us well positioned as the market

digests increases in online gaming taxes

and licence costs in 2024.

Enlabs continues to perform well, with

profoma NGR +3%cc

despite some

markets in the Baltics and Nordics

experiencing more challenging economic

environments. Enlabs delivered +13%

growth in active customers supported

by localised offering of sports and

gaming products.

In Germany, we continue to see the

impact of new regulatory measures

alongside limited regulatory enforcement.

Despite some unregulated operator

exits during 2023, the uneven operating

landscape remains a signiﬁcant challenge

to licenced operators adhering to

regulation. Our Online NGR for Germany

declined year on year. However, our bwin

brand continues to be strong and we

remain positive on the German market’s

long-term prospects, but regulatory

enforcement is critical.

During 2023, we added further capabilities

to evolve our offering and customer

engagement further. Our acquisitions of

365Scores and Angstrom Sports enable us

to expand our content, data and analytical

capabilities, and ultimately enhance our

customer’s experience.

365Scores is one of the world’s leading

sports apps providing highly engaged

sports fans real time action and results.

Its access, content and data insights are

a key part of how we are reinvigorating

our offering in Brazil and addressing this

exciting regulating growth opportunity.

Arguably the most signiﬁ cant for

our business, particularly for the US

opportunity and BetMGM’s performance,

was our acquisition of Angstrom Sports.

Angstrom will provide next generation

sports modelling, forecasting and data

analytics. BetMGM is already seeing

beneﬁ ts from offering customers more

betting markets and more accurate pricing.

With this addition, Entain will become

the only global operator with a full in-

house suite of end-to-end analytics, risk

and pricing capabilities for US sports

betting products.

We are excited to build on BetMGM’s

momentum and successes during 2023.

Its performance inline with targets and

achievement of H2 EBITDA proﬁtability

validates our business model and sees

BetMGM in position to be self funded

going forward.

BetMGM is established as one of the

leaders in the fast-growing, highly

competitive US sports betting and iGaming

market. In 2023, BetMGM continued

delivering good growth, with NGR up 36%

to $1.96 billion and achieved proﬁtability

over the latter three quarters of the year.

Our products are available in 28 markets

with a combined market share of 14%5 in

sports betting and iGaming across the US.

Aligned with our

strategy, 2023

saw delivery of

growth coupled with

sustainability, ensuring

more diversiﬁed,

sustainable and

ultimately higher

quality earnings.”

15Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Executive’s Review

operational leverage we can expand our

EBITDA margins over time, creating better

returns for our shareholders.

US Market Growth – Our focus to drive

our US performance remains a key

strategic priority. BetMGM is established

as one of the leaders in this fast growing

highly competitive industry. Much of

this success is underpinned by Entain

technology and product capabilities, which

have been signiﬁcantly strengthened for

our US proposition. Entain’s acquisition

of Angstrom further accelerates this,

particularly for our parlay and in-play

products with Same Game Parlay (“SGP”),

SGP+ and new LIVE SGP pricing models.

Our strategic roadmap for 2024 sees

BetMGM invest behind this strengthening

and differentiated offering. BetMGM’s

Big Game commercial campaign, as well

as partnership with X, demonstrate the

drive behind the brand to accelerate player

acquisition and retention. BetMGM is the

only top three operator with a licenced

mobile app live in Nevada. This advantage

will be ampliﬁed when BetMGM’s single

account single wallet functionality receives

licence approval in Nevada. Working closely

with our co-parent, BetMGM will be able to

unlock the power of MGM Resorts unique

omni-channel advantages leveraging

the Las Vegas visitor footfall as well as

tentpole events for a deep and replenishing

pool of players. We remain committed to

empowering BetMGM as it continues to

progress towards delivering c$500m of

EBITDA in 2026.

Drive Organic Growth – We are

rebalancing our portfolio to prioritise

growth and returns, exiting smaller markets

where the timeframe for suitable returns

is too long, such as Chile, Peru, Zambia

and Kenya. In addition, we have closed our

B2C operations of Unikrn and are focusing

on delivering the Unikrn eSports offer

through our existing sports betting and

gaming brands.

We are refocusing our operational

execution on customer acquisition and

retention, by reinvigorating our acquisition

channels and accelerating technology and

product delivery. In two of our markets, UK

& Brazil we see signiﬁ cant opportunities

to drive value through our commercial

excellence programme, including, simpliﬁed

and streamlined customer journeys,

more effective marketing, improved app

experience and products, especially in

sports betting.

Player protection remains embedded in our

ambition to deliver the best experience for

customers, however, our approach must

evolve along with our offering, ensuring it is

localised and appropriate for each market.

Margin Expansion – Having grown rapidly

through M&A we now need to focus on

simplifying our operations, removing

duplication and enabling greater agility.

Our efﬁciency programme, Project Romer,

will not only improve ways of working for

our teams, but will also unlock efﬁciencies

through operational streamlining,

functional integration and restructuring,

as well as deliver net cost savings of £70m

by 2025. Coupled with maximising our

BetMGM also made fantastic progress

against key strategic initiatives, solidifying

the foundations for 2024 and beyond.

As well as delivering substantial

enhancements to our app features, design

and speed, the seamless execution of

SASW functionality across 21 states was

the most signiﬁcant upgrade to BetMGM’s

customer experience. BetMGM players can

now travel across these states, betting

with the same account credentials and

wallet. We have already seen improved

retention KPIs, a 5x increase in new state

bettors who had previously played with

BetMGM in a different state, with multi-

state customers now representing over

20% NGR. Together with our partner, MGM

Resorts International, we look forward

to unlocking this powerful differentiator

for BetMGM customers in Nevada, with

state regulator’s approval of our SASW

functionality expected during 2024.

Revised strategic priorities

The Group has been transformed over

the last four years since becoming Entain,

delivering an improved sustainable

business only operating in regulated or

regulating markets. In November 2023 we

updated our corporate strategy, focusing on

three strategic objectives to deliver value

for our shareholders as the next phase of

our transformation:

Drive organic growth

Expand online margins

Empower growth in US

16 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Executive’s Review

Positively impact our communities – We

were proud to be the ﬁ rst betting and

gaming company to formally commit to

a Net Zero target for carbon emissions

with the Science-based Targets Initiative

(SBTi). This reﬂects our ambition to lead the

industry on decarbonisation, along with our

commitment to reduce our absolute scope

1 and 2 (market-based) and material Scope

3 emissions by 42% by 2027 and 60%

by 2030, from a 2020 base year. In 2023,

our Net Zero Action Group developed our

ﬁrst net-zero strategy to help us achieve

these ambitions.

We also want to make a positive impact

on our communities through the charitable

work of the Entain Foundation. Our ﬂagship

Pitching In programme in the UK pioneers

engagement between semi-professional

football and local communities. Our funding

of the Trident Community Foundation

has helped to deliver over 100 initiatives

to improve the lives of thousands of

people across the country. Last year we

also continued to partner with a range

of charities, such as bringing access

to technology with community-based

technology hubs in partnership with

ComputerAid as well as delivering support

to under privileged communities in the US

with the Charles Oakley Foundation.

Notes

1. Awarded; EGR North America Socially Responsible

Operator 2023, SBC Global and SBC LATAM Socially

Responsible Operator of the Year, and Vixio Global

Regulatory Award for Outstanding Contribution to

Safer Gambling.

2. Growth on a constant currency basis is calculated by

translating both current and prior year performance at

the 2023 exchange rates.

3. Proforma references include all 2022 and 2023

acquisitions as if they had been part of the Group

since 1 January 2022.

4. UK Retail LFL YoY NGR is calculated based on shops

that traded for the full year in both 2023 and 2022

5. Market share for last three months ending November

2023 by GGR, including only US markets where

BetMGM was active; internal estimates used where

operator-speciﬁc results are unavailable.

At the start of 2024 we updated our

regulatory and safer gaming charter based

around four principles:

Only operate in regulated markets or in

markets with a clear path to regulating

Committed to a constructive and

progressive relationship with regulators

Always comply with in-market regulation

Take a market leading approach to player

protection in each market we operate,

developing and using tools to identify &

limit customer harm

Provide a secure and trusted

platform – We operate in a highly

regulated sector where the highest ethical

standards are critical in maintaining trust

with our customers and wider society

– from gold standard data protection,

keeping crime out of betting and gaming,

to eliminating poor working conditions in

our supplier base. Through this strategy,

our expectations of ourselves is to exceed

these standards. We have a comprehensive

training programme for all our colleagues

across the Group and I am delighted with

the completion rates.

Governance oversight from the Board

is key to ensuring robust execution and

accountability across the business.

Further details on these processes are set

out in our Governance report on page 96.

Create an environment for everyone to do

their best work – Ensuring we are able to

attract a broad and diverse pool of the best

talent is vital for our success. We aim to

be an employer of choice with an inclusive

and supportive culture, where talents from

all backgrounds can ﬂourish. Our Diversity,

Equity and Inclusion (DE&I) strategy is

built on establishing strong networks and

having launched the Women@Entain

and Pride@Entain groups in 2022, in

2023 we launched Black Professionals@

Entain, a new network designed to create

a culture where black colleagues can thrive

professionally and personally.

As a technology based employer, we also

recognise the importance of encouraging

women to succeed in the sector. In 2023,

Entain partnered with the McLaren F1

team on a returnship programme, providing

unique opportunities for skilled women

to resume their STEM careers. Over six

months, 10 career returners worked at both

Entain and McLaren in roles ranging from

Data Analysts to Software Developers.

The programme received accolades,

including the Innovator of the Year at the

Women in Gaming Diversity Awards.

Sustainability – A key enabler

supporting our growth

In November 2023, we unveiled a refreshed

sustainability charter. This updated charter

was informed by a double materiality

assessment we conducted throughout H1

2023, which identiﬁed how sustainability-

related issues impact our business and how

we impact the environment in which we

operate. Our charter’s four pillar structure

encapsulates the sustainability issues

that are most important to Entain, our

customers and partners:

Be a leader in player protection

Provide a secure and trusted platform

Create an environment for everyone to do

their best work

Positively impact our communities

A leader in player protection – Our

objective is to be a leader in player

protection. In 2023, our safer gaming

programme ARC™ (“Advanced

Responsibility and Care”) was rolled out

across 22 jurisdictions alongside the

continuing optimisation of ARC™ features.

This saw a signiﬁcant increase in the

volume of interactions and interventions

with customers, with 6.1 million ARC™

interactions in 2023, up 121% versus 2022.

In recognition of these efforts, during

2023 Entain won a number of responsible

operator awards

including EGR, SBC

and Vixio.

Our new sustainability

charter reiterates

the importance of

sustainability as an

enabler to our overall

corporate strategy.”

17Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Executive’s Review

2012

£23.0bn

2011

£ 20.0bn

2013

£25.0bn

2014

£28.0bn

2015

£31.0bn

2016

£35.0bn

2017

£40.0bn

2018

£46.0bn

2019

£53.0bn

The industry in which we operate

Source: H2GC

(25/01/2024) –

Global Online GGR

(including offshore).

Global Online Growth

Entain’s Retail operations are in the UK,

Italy, Belgium, Republic of Ireland (ROI),

New Zealand and Croatia.

The UK Retail market was estimated to be

worth £7.2bn in 2023, an increase of 6%

versus 2022, as operator investment in

gaming cabinets and self-service betting

terminals has broadened engagement

with products such as in-play now being

available through SBBI. The UK Retail

market is highly consolidated, with four

operators accounting for over 85% of

all betting shops. Entain is the leading

operator in UK Retail, with over 2000 stores

across the Ladbrokes and Coral brand

covering 96% of all postcodes in the UK.

The Italian Retail sports betting market

is estimated to be worth £1.2bn in 2023,

up from £1.1bn in 2022. Entain operates

via the Eurobet brand as the 3rd largest

operator in the market for over the counter

sports betting in Italy.

The Republic of Ireland and Belgium Retail

markets are smaller, estimated to have

been worth £1.0bn and £0.9bn respectively

in 2023. Entain operates in Belgium and

ROI via the Ladbrokes brand and is the

largest operator in Belgium and third

largest in ROI.

A new market for Entain, Croatia, is

relatively small, valued at £0.4bn in 2023,

however the shops serve an important

bridge for customers between the ofﬂine

(retail) and online experience.

In 2023 Entain gained a Retail presence in

New Zealand, as part of the exclusive 25YR

partnership signed with the New Zealand

government, through which Entain is

responsible for operating TAB NZ, the only

operator with an Online and Ofﬂine licence

in the country.

2023e

Landbased

Gambling

Total Market

Size – £bn

Betting

Casino

Machines

Bingo

Lottery

UK 7.2 18% 1 2% 38% 3% 29%

Italy 15.1 8% 1% 53% 2% 36%

ROI 1.0 38% 5% 27% 4% 27%

Belgium 0.9 14% 12% 20% 15% 38%

New Zealand 1.2 7% 28% 47% 0% 18%

Croatia 0.4 21% 13% 53% 0% 12%

H2GC (25/01/2024) – Landbased GGR

Entain’s Online Markets

Geographically, in 2023 Core markets

represented 67% of the total Online betting

and gaming Market that Entain operated

in. The largest individual countries being

the UK (c15%), Italy (c8%) and Australia

(c6%). In 2023, the UK market grew

10%, with growth unevenly distributed

amongst operators, reﬂecting the timing of

implementation of affordability changes by

operators. The Italian online market grew

13%, as it continued to beneﬁt from the

Ofﬂine to Online transition. The Australian

market shrank 3%, due to tightening market

conditions combined with the lapping of

a very strong 2022, which had beneﬁted

from a lagged Covid effect.

Growth markets accounted for 33% of the

Total Online Market for Entain in 2023,

the majority of which was USA (21%) and

Brazil (5%). The USA grew 43% versus

2022, driven largely by growth of existing

states, as well as the annualization of

2022 state launches. Brazil grew 31%,

driven in part by an increasing awareness

of Online gambling ahead of legislation

aimed at creating a licenced regime which

is expected to take effect in 2024 following

Government approval at the end of 2023.

Global Online Growth

Entain only operates in regulated or

regulating markets. The total global online

gaming market, which also includes

unregulated markets, was estimated to

be worth c£107bn in 2023. Over the past

twelve years the market grew at 13%

CAGR and growth from 2022 to 2023 was

15%, in part driven by same state betting

and gaming growth in US States.

Entain’s markets

Entain’s Online portfolio is categorised into

Growth & Core markets, Core markets are

forecast to grow at 6% CAGR 2023-2026

and Growth markets at 17% on an Entain-

weighted basis.

The next largest market is the unregulated

Asia market which represents 26% of

the global total, followed by regions that

are part regulated, part unregulated

including North America (18%), Oceania

(7%), Latin America (3%), and Africa

(2%). Excluding Asia, Entain has online

operations in countries in these regions.

Retail Online

Entain plc Annual Report 2023Entain plc Annual Report 202318

1Overview 8 Strategic report 88 Governance 140 Financial statements

2021

£84.0bn

2023

£ 107.0bn

2022

£95.0bn

2020

£67.0bn

Share of Global online market by region

Oceania

Latam

Core

67%

Growth

33%

N America

21%

N America

15%

Europe

38%

Oceania

Europe

Africa

Entain’s markets

Core markets (£bn) Growth markets (£bn)

2021 2022 2023 2024 2025 2026 2028 2027

26 26

2021 2022 2023 2024 2025 2026 2028 2027

Source: Regulus Partners,

Online NGR

11%

Online gaming is forecast to

grow 11% CAGR between

2021 and 2027, with the US

growing at 23%.

2027

Forecast

Entain plc Annual Report 2023 19Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

The industry in which

we operate

Industry

leading

products

Market

leading

protection

SPORTS

BETTING

GAMING

We provide sports betting

and gaming offerings to

customers through both

Online and Retail channels

We offer our customers

engaging and entertaining

experiences supported by

market-leading player protection

Engaging

customer

experience

How we

create value

20 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Customers

Customer satisfaction

78%

Positive experience

Safer betting & Gaming

8.7m

Customer interactions in 2023

Our people

Employee Engagement

77%

Actively engaged

Wellbeing

83%

Manager’s care about

employee wellbeing

Communities

Entain Foundation

£100m

Committed over 5 years

Net Zero by

2035

Throughout all operations

Investors

2023 EBITDA

£1bn

Revenue from regulated

100%

and regulating markets

Marketing

Excellence

Product

& Content

CRM and Data Proprietary

Technology

Leading Player

Protection

We create value for

all our stakeholders:

We deliver on our

strategy and create

value by leveraging a

unique set of capabilities…

People and

Talent

Regulatory

Expertise

Global Scale

and Brands

21Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

How we create value

How we

create value

We deliver on our strategy and create value by

leveraging a unique set of capabilities.

Marketing

Excellence

We have unparalleled customer

insight that we use to engage our

audiences with new experiences,

media content and marketing to

attract a broader demographic of

recreational players.

Read more: pages 2 to 3

22 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 202322

1Overview 8 Strategic report 88 Governance 140 Financial statements

Our strategic

framework

Before a refresh in November 2023, Entain’s

strategy was based on the two pillars of

growth and sustainability.

Achieved On target Not achieved

Key:

2023 priorities KPIs

Growth

1 Leadership in

North America

Established Top 3 operator with 14% share of Sports Betting

& iGaming market in US and Ontario

NGR $1.95bn, +36% YoY growth

28 live markets with 49% adult population; 4 new launches;

Ohio, Massachusetts, Puerto Rico, Kentucky

Successful delivery of Single Account Single Wallet

functionality across 27 states

Signiﬁcant digital sports offering improvements; app speed,

user experience, broader bet offering

iGaming strength supported by new games & product

enhancements – 33 exclusive new game launches by our in-

house studios (Read more on page 27)

Acquisition of Angstrom Sports (Read more on page 29)

Global Online market

107bn

Group NGR

£4.8bn

Online NGR

£3.4bn

Underlying EBITDA

£1.0bn

2 Grow presence

in core markets

Online Actives +10%, FTDs +7%

Online NGR growth on a compound annual basis over the last

four years of 12%

3 Expanding into

new markets

Entered Netherlands (BetCity completion Jan-23), Poland

through acquisition of STS, and New Zealand through 25yr

partnership with TAB NZ

4 Extend into

interactive

entertainment

Pivoted eSports strategy, Unikrn no longer B2C brand, now

supporting eSports offering for our other brands.

Sustainability

5 Lead on

Responsibility

Rolled our ARC™ across 27 jurisdictions, including real-time

models in 23 jurisdictions.

ARC™ for retail now live across UK and ROI

98% completion rate of annual compliance, safer gambling,

and AML training

Contributed 1% of our GGY in the UK to Research, Education

and Treatment (RET), totalling £18.7m

£20.8m

Contribution to

safer betting and

gaming initiatives

83%

Employee satisfaction with

approach to wellbeing

2035

Target set for

carbon Net Zero

throughout operations

£100m

Commitment to Entain

Foundation over ﬁve years

6 Diversify our

regulated

activities

100% of revenues from regulated or regulating markets since

February 2023

7 Broaden our

customer appeal

F2P

Coral Racing Club – (Read more on page 30)

Ladbrokes Live – (Read more on page 33)

F1 – (Read more on page 37)

8 Invest in our

people &

communities

Entain’s Returnship programme with McLaren Racing

receiving accolades at the Women in Gaming Diversity

Awards and the Personal Today Awards

250+ aspiring champions received SportsAid ﬁnancial

award since 2019, to cover the costs of training, equipment,

and travel.

250 non-league football clubs supported via Pitching In since

2020, reaching their communities

Launch of Black Professionals@Entain network

2023 progress

23Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements



corporate strategy. These refocused objectives recognise the progress achieved

by the business, whilst acknowledging there is still further transformation needed

to maximise the opportunities ahead. We have set clear targets and initiatives to

deliver value for our stakeholders. Ensuring focused execution in driving Organic

Growth, Margin Expansion and US market share growth.

The world leader in betting, gaming and interactive entertainment

To deliver the most entertaining customer experience

supportive by market leading player protection

Priorities Enablers KPIs 2023 progress

+7%

Online organic NGR

growth in-line with market

(from 2025, Ex-US)

Ongoing optimisation of market portfolio to

maximise growth and ROI

Implemented Comprehensive commercial

and operational excellence program in

key markets

Build on capabilities and innovate our

sports product

>28-30%

>28% for 2026

30% BY 2028

Online EBITDA margin

(Ex-US)

Launched Project Romer to create a more

agile organisation and drive gross cost

efﬁciencies of c£100M

20-25%

20-25% market share

Capitalise on new product and pricing

capabilities, and omnichannel

Delivery of Single Account, Single Wallet

functionality in 27 markets

Enhancement of in-house content and

capabilities through acquisition of Angstrom

People and culture

Technology and product

Governance

Organic

growth

Grow presence in

existing markets,

synergistic

adjacencies

Margin

expansion

Drive margin

expansion

through scale

and operational

leverage

US market

growth

Empower proﬁtable

growth and share

gains in the US

Purpose

Vision

24 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 202324

1Overview 8 Strategic report 88 Governance 140 Financial statements

Strategic framework

Risks Links to Remuneration

Principal risks

3 4 5

8 9

pages 83 to 86

Executive annual bonuses

are linked to Operating

Proﬁt, Online NGR growth

and safer betting and

gaming targets and

customer metrics.

Safer betting and gaming

metric and customer

satisfaction metrics

implemented for 2023

bonus schemes.

Principal risks

3 4 5

8 9

pages 83 to 86

Principal risks

3 4 5

pages 83 to 86

Sports betting

and gaming

courses through

our DNA. It’s the

purple thread that

steers our evolution,

guides our people

and shapes our purpose.

25Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

25Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Strategic framework

our technology

and product

Entain today, is underpinned by incredible talent, in-house

technology and leading product capability. We have

hundreds of always-on sports data and game supplier

integrations, which we bring to life as easy to play games



way. With the largest RMG platform in our industry and

a sportsbook powering approximately 1.8K matchers

per day, we’re evolving our strong in-house technology,





Shaping

the game:

Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 202326

Our award-winning in-house gaming

studios have continued to go from

strength to strength in powering our

brands globally and providing our

customers with exclusive gaming

experiences. From branded BetMGM



non-traditional tap games, our in–

house team has now delivered over 300

titles to our retail and digital brands.

Demonstrating that our customers love

our products, one of our original 2023

games, Pig Banker, saw over double

the revenue of an average in-house

new game within 60 days of launch.

Pig Banker was so popular with our

customers, that it trotted to the top 3

games worldwide, including number 1 in

the UK, Brazilian, and Canadian markets.

And to top things off, the follow up

release, “Pig Banker: Three Little Piggies”

proved to be an immediate player hit by

taking the top spot for spins per player to



Our in-house gaming team also had

cause for celebration in 2023, launching



game “Pot O’ Fortune: Golden Tap”, which

reached the top spot for GGR for game

release of its type when compared to third

party releases.

In-house gaming at Entain

+26%

2023 In House Studios GGR

increased by 26% vs 2022



all live products across all

3 studios)

+28%

Active players on in-house

games across non US



vs 2022

+18%

Average spins per active

also increased by 18% vs

2022 showing players are

engaging more with our

in-house products

In-house studios saw GGR

growth across 14 European





new in-house games

launched in the US 2023

The milestones

reached and quality

delivered this year

are a testament

to the unrivalled

creativity and hard-

work of our people

in our in-house

game studios.

We’re proud of the

way we develop,

construct, and bring

to life the exclusive

gaming experience

for our customers

across our brands.”

Ciara Nic Liam

Gaming Director

Continued on next page

Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

27Entain plc Annual Report 2023

When it comes to in-house technology

at Entain, our trading team are right

at the heart of it. Our in-house trading

platform is powered by our own propriety

technology, which turns millions of

real-time data points into odds for our

customers. Every kick, goal, overtake and

point scored is integrated from multiple

data feeds and turned into a betting

opportunity for players worldwide.

What makes our in-house tech so

fundamental to our transformation is the

strength of its core. With it, we’re set up

to be able to tweak, adapt and localise

the peripherals of our platform to suit the

needs of our players, all over the world.

The technology that powers our in-house

trading platform

28 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Betstation brings a market

leading digital experience

to our players which is a cut

above the rest.”

Introducing Angstrom:

next generation sports

betting

Our Retail technology

-Major milestones hit

for our digital in-shop

experience

Last October, we completed the acquisition of the newest

member of the Entain Group, Angstrom. Angstrom Sports’

unrivalled sports modelling, forecasting and data analytics

provision simulates predictive modelling, in order to create

highly sophisticated pricing and forecasting capabilities.

In short, it will be a game changer for our in-house trading

technology. Angstrom will enable BetMGM to provide endless

moments of excitement for fans in the US, with the most

accurate lines in the industry. The acquisition secures Entain as

the only global operator which will have a full in-house suite of

end-to-end analytics, risk and pricing capabilities for US Sports

betting products.

We hit a milestone moment last November, as Group BetStation

went live in our 1000th shop in the UK & Ireland Retail Estate.





players that’s a cut above the rest. Our in-house developed

software gives customers the freedom to place their bets in



power to place in-play bets on sports around the world.

29Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

With over 30 brands, across 40 markets, we’re able to provide

entertaining experiences to customers all over the world. But it’s

not just through our core product offering that our customers

engage with us. At Entain, we go beyond the game to enhance

the sports betting and gaming experience for our players –

beyond a bet, scroll or tap.



customers closer to the action than

ever before following the launch of the

free-to-join Coral Racing Club. The club

provides a unique opportunity for racing



a racehorse owner through unmissable

content, priceless opportunities,

exclusive offers and much more.

Now over 160,000 members strong, the



It has created thousands of unforgettable

memories with its stable of 10 racehorses,

including over 1,000 raceday tickets won

by members, 37 unique ‘owner for the

day’ experiences created and in excess of

£40,000 being shared in prize money.

For many years Coral has demonstrated a deep

passion for, and commitment to, British Racing,



expanded our sponsorship portfolio to become

the leading bookmaker sponsor in the UK.

And now, with the Coral Racing Club, Coral

is doing more than any betting operator has

done before to grow the appeal of racing and

promote the sport.”

Simon Clare

Director of PR

Continued on next page

A year of Coral Racing Club

Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 202330

Beyond

the game:

customer

experiences

1Overview 8 Strategic report 88 Governance 140 Financial statements

31Entain plc Annual Report 2023

Elevating the social betting

experience with STS and Eurobet

STS’s new brand campaign, Kocham





the last few months in the form of a

new ecosystem designed to inspire

customers. It incorporates a new smart



experience and empowers customers.





partnership extension

Eurobet’s ReadyBet

Empowered by a seamless digital

experience across various devices,

Eurobet’s Readybet effortlessly



Readybets, generated weekly through

inputs from retail shop managers,

the trading room, marketing teams,

and even digital and retail customers,



betting experience. Offering a curated

selection of “wise” picks from reputable

and successful sources, the Readybet

platform fosters a sense of community

by turning customers and betting shops

into interactive “tipsters.” Enhanced with

dedicated promotions and challenges,

this approach bridges the gap between

conventional sports betting and a social

experience, creating a vibrant marketplace

accumulator bets.

Last year, our joint venture BetMGM

continued to offer fans unforgettable

entertainment built around the game they

love, with a multi-year extension of their



League (NHL

‘Players Bet’ is built

around the trusted

community of STS

players who draw

inspiration from each

other’s bets, including

bets shared by the

best players with a

proven track record

of effectiveness.

Over 2 million bets

have been copied in

2023 indicating that

players actively seek

bets from trusted

sources. The fact that

51% of copied bets

are turning into real

bets, shows the



of this feature and

the power dormant

in the community.

Through team-branded casino games,



slot game, Gold Blitz, VIP fan experiences,

and sponsored branding in national

broadcasts, players will experience the





Collection, Wild Multiplier Free Spins, and



teams and the league’s iconic shield. It’s

through these exciting activations that

BetMGM will continue to deliver new ways



sport they love.



space on the STS site that allows players

to copy bets shared by other players, check

out success rates of other betters, duplicate

their bets and chat with each other on

a forum fostering a sense of community

amongst customers.

STS is the only operator in Poland offering

this free, community-driven feature,

reinforcing our commitment to a smart and

socially connected betting future.

32 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements



dreams on Europe´s big stage

The launch of



Last year we embarked on an exciting

new era for Ladbrokes, connecting

thousands of fans with free events

through the Ladbrokes LIVE platform. In

The O2, AEG Presents, and NME, we’re

working with three of the biggest and

most iconic brands in the entertainment

industry and this means we will be

able to reward our audiences with the

chance to attend some of the most

exciting live shows in Britain for free.”

Kelly Rose





furthered its ambition to provide

customers with excitement beyond





entertainment platform that rewards

thousands of fans with free access to

the UK’s best live music, comedy and

sports events, powered by exciting



partnerships with The O2, AEG



The unique collaboration between

Ladbrokes and NME has also seen the

return of the iconic Club NME nights with

a series of dates across the UK featuring

incredible headline talent and unmissable

DJ sets. Fans have been able to win free

access to Club NME nights through the

Ladbrokes LIVE platform.

With over 135,000 plays and hundreds of

tickets already won in 2023, we are giving

reasons for consumers to engage with us

again and again in, everyday play.

Besides bringing pure entertainment and joy to the football fans and

uniting players from across Europe, bwin and other Entain brands were

able to generate unrivalled brand presence across the continent during

the 22/23 season, with branding visible at 80% of all matches across

56 countries; 20% of this being Responsible Gambling messaging.



we’ll be there for every shot, pass and tackle to make the third season

an even better one for our customers.” Gemma Bell, 

For the past two seasons (21/22 & 22/23)

bwin has delivered the ultimate football

experience by giving fans the opportunity

to play in ‘the bwin Fans Final’ in the

UEFA Europa League Final Stadium.



Arena, the day after the UEFA Europa

League Final in Budapest.



UEFA Europa League and UEFA Europa

Conference League, bwin laid out the red

carpet in Budapest for 40 customers who

witnessed the UEFA Europa League epic

between Roma and Sevilla unfold, before

taking to the turf of the Puskas Arena the

next day. Customers were treated to pre-

match training sessions, personalised kits

and the opportunity to lift a customised

trophy just like the Sevilla players did a

few hours prior. Joined by legends Esteban

Cambiasso and Luis García, the bwin

Fans Final saw dreams brought to life

for our players. An intimate lunch with

the ambassadors and the nomination

of the Player of the Match rounded the

experience into an unforgettable event

with one of the winners stating: “These

days I will never forget, the memories

will live with me forever. It was the best

football trip ever, a dream came true, what

a privilege to have been part of it.”

33Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Championing

the game:

Advertising

34 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements1Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 202334

All of our brands have their own unique identity – from the striking blue of Coral to

the playful orange of Foxy Bingo. It’s our heritage and brand recognition that has

built up such trust with our customers, and it’s through this trust that we’ve been

able to push boundaries with iconic advertising, activations and campaigns.

Last year saw Foxy Bingo’s ‘Get Your

Fox On’ ATL campaign level-up with



Salon and The Celebrity Swap Shop.

Continued on next page

Opened by Geordie Queen, Vicky

Pattison, Dirtie Gertie’s Mullet-only Salon

in Newcastle offered consumers free

mullet haircuts, foxy nails and games of



of pedicabs and iconic parts of the centre

were turned purple and orange with

incredible out-of-house advertisement,

with over 2 million impacts. In total, the

campaign gained a 1.1 billion reach via

media coverage, gave 94 dodgy haircuts

and engaged whole new community of

Foxy fans.

Get Your Fox On with

Foxy’s Celebrity Swap

Shop & Mullet Salon

35Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements1 Overview 8 Strategic report 88 Governance 140 Financial statements

35Entain plc Annual Report 2023

Gala’s Jolly Good

Fish and Chip hotel

Eurobet.Live with

Luca Toni

Gala Bingo continued to build community spirit amongst





iconic bingo call 33, Gala’s ‘The Jolly Good Fish & Chip Hotel’

gave British seaside goers the chance to enter Gala Land and



as games of bingo.

The activation built on Gala’s ‘Where A Little Joy Goes A Long



last summer With over 800 consumers attending the prototype

hotel and 314 million people reached via earned social media

coverage, it’s safe to say customers experienced the brand in a

whole new way, combining the classic charm of the Great British

seaside with the wonder and joy of Gala Land.

Eurobet.live elevated the football experience for fans across



Cup winner, Luca Toni, as it’s presenter. The campaign

seamlessly integrated the excitement of live scoring with

the thrill of the matches themselves, providing viewers with

real-time updates, insights and analysis, detailed statistics

and engaging multimedia content.

Eurobet.live not only celebrated the passion and excitement

of football, but also underlined its commitment to providing

fans with a comprehensive and immersive platform to stay

connected to the game they love. Eurobet.Live has also

strengthened it’s connection with fans, through prestigious

partnerships with several Serie A teams, including the iconic

Juventus as well as a partnership with the entire Serie C league.

These strategic alliances

served as a powerful bond

between the Eurobet.live

brand and football fans

on the ground, solidifying

its position as the premier

platform for live scoring,

results, and multimedia

content in Italy.”

Alexis Grigoriadis

Marketing Director, Italy

Get Your Fox On with Foxy’s Celebrity

Swap Shop & Mullet Salon continued

In the wake of Foxy’s new laundrette

theme ads, the team brought the screen

to life up north with The Celebrity Swap



where locals swapped drab for fab

and get their hands on a celebrity item.

17 celebrities donated items to the

laundrette, and in total, 23 bags of clothes

were donated to charity. Foxy consumers

took to the laundrette to experience

the brand’s new and engaging identity

and with free Bingo sessions on site.

The brand saw a 17% increase in betting

players from the activation.

36 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements





and our joint venture, BetMGM, left







From exclusive grandstand hospitality to

the excitement of experiencing incredible

entertainment within touching distance

of the track in their retail shops, BetMGM

bolstered the anticipation of placing bets

on the race with awesome experiences

throughout the GP weekend. The team

also pulled off some incredible activations

with McLaren Racing; from BetMGM’s

logo being centre stage on the car to

a series of marquee and On-property

digital placements, BetMGM certainly

gave F1 superfans an experience to

never forget.

The spectacle received 3X the number

of bets compared to any other F1 event

in the company’s history. The Las Vegas

GP certainly shattered records for the

King of Sportsbooks.











yearling for two separate races, as well as an



Classic. This year, TAB became the naming rights

sponsor for the meeting, and with three $1m



TAB wanted to do something different to attract

attention of customers.

A few days before the meeting, Entain Australia

and NZ took over the second tallest freestanding

structure in the southern hemisphere, Auckland’s Sky

Tower, and projected the barrier draw for the three

main races onto it. Watched on by trainers, owners

and horse racing fanatics, the incredible display

revealing which horse starts where, set the scene for

a weekend that ended up smashing records for TAB’s

horse racing history.

The six-race meeting saw a 26.6% increase in

turnover compared to the highest wagered meeting







of the day set a record for the most wagered race in

New Zealand, with Year-on year-turnover for the TAB

Karaka Millions up 66%.



Known for its massive audiences, thrilling action, much-anticipated commercials,





huge opportunity for BetMGM to be at the centre of the action, having the world’s



To maximize this opportunity, Entain

launched its new Nevada app with access

to BetMGM’s full sportsbook offering,

weeks before the Super Bowl, giving the

best BetMGM experience to the NFL fans in

Nevada for this landmark event.

Then, BetMGM set out to do what so

many other brands struggle to do in this

domain, carve out a memorable Big Game

commercial that perfectly complements and

establishes a connection with the brand.



its three-part campaign which featured

the never-before-seen pairing of sports

legends, Tom Brady and Wayne Gretzky,

along with actor Vince Vaughn, marking an

iconic moment for BetMGM.

The BetMGM team didn’t stop there.

In addition to the advertisement, BetMGM

executed a multi-faceted approach to

“Win Las Vegas” for Super Bowl week.

Alongside extraordinary VIP experiences

with celebrity ambassadors, BetMGM

painted Las Vegas gold and black with

a variety of outdoor, indoor, digital and

special advertising campaigns that

greeted fans from the moment they get off

the plane.



with X in a one-of-a-kind collaboration to



platform, starting with the Super Bowl and

continuing through 2025.

Regardless of who was the Super Bowl

champion, BetMGM came out a winner.

The new platform was able to handle

a 30% uplift in activity over the Super

Bowl weekend and a 72% increase in

customers from the 2023 Big Game, thanks

to the incredible efforts and collaboration

between the Entain, BetMGM and

MGM teams.

Smashing

records under

the neon lights of



37Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Regulatory

update

Unlike slots and poker, casino table games

are regulated on a state-by-state basis.

The states may either create a monopoly

or issue as many licences as the state has

land-based casinos. By the end of 2023,



North Rhine- Westphalia had opted for a

licensing system. To date, only Schleswig-



process, but the group has opted not to

apply for a licence for commercial reasons.

In North Rhine-Westphalia, details on the

tendering process were expected to be

published in 2023 but due to various delays,

the details are now expected in Q1 2024.

Entain looks forward to participating in

this process.

Germany



now been operational in Germany for over

a year. Encouragingly, the GGL has been

more proactive in issuing sanctions against

unlicensed operators, but we still see room



continuously working with the regulator

and state governments to push for more

effective enforcement against illegal

operators and in 2023 worked jointly with

the University of Leipzig and the local online

casino association to produce a study

investigating the scale of the issue.

While the Group was granted three slots

and two poker licences in November 2022

and the Group´s sports betting licences

were also extended for another 5 years in late

2022, the restrictive environment in Germany

continues to prove challenging. The process

for managing playing limits for slots, poker

and sports betting remains one of the most

pertinent regulatory challenges for licensed

operators. There is also mounting political

pressure for stricter sports betting advertising



Interstate Treaty is set to be published soon.

The UK

The UK Government published its White

Paper of the 2005 Gambling Act Review

in April 2023. As expected, this document

included consultations on a number of

areas, including online slots staking limits;



levy for research, education and treatment;

additional requirements on game design

and direct marketing as well as the creation

of an Ombudsman. We continue to engage

government actively in this process, both

directly and via our trade body. We have

continued to develop and enhance our

Advanced Responsibility and Care™





risk, as well as targeted interventions and

interactions. Whilst many of the changes

within the White Paper can be achieved via

secondary legislation, we are collaborating

with the other major operators to voluntarily

progress initiatives such as a single

view of the customer and the creation of

an Ombudsman.

Gaming is a truly global market and in 2023 the Group held licences in over

30 jurisdictions across the world. The Group is committed to only operating in

regulated or regulating markets and as from February 2023, 100% of the Group’s



viable regulation of the betting and gaming sector is in everyone’s interests. It

provides stability for operators, important taxation streams for governments

and – most importantly – provides the consumer with proper protections and

safeguards by ensuring that only responsible providers operate in the market.

38 Entain plc Annual Report 2023

1Overview 8 Strategic report 88 Governance 140 Financial statements

Africa

In late 2023, Entain decided to withdraw

from the regulated markets of Zambia and

Kenya but the Group remains committed to



in South Africa, where it has been present

for a number of years.

The sports betting regulatory activity

continues at pace in the United States.

Kentucky, North Carolina and Vermont are

amongst the US states that have regulated

in 2023. Rhode Island has been added

to the list of US iGaming states. Finally,

additional states have adopted, or are in

the process of adopting, modernised forms

of responsible gambling regulation; a trend

Entain welcomes with an eye on the long-

term sustainability of the US market.

Bearing in mind that over 35 US states

have already allowed for sports betting in

one form or another, the Group remains of

the view that in the coming years some 40

or even 45 US states will have regulated

sports-betting, which will provide BetMGM

with even broader market access across

the country. The number of states that

permit online casino is also expected to

grow in the years to come – for example the

state of New York as already announced

its intention to attempt iGaming regulation

in 2024.

LATAM

In Latin America, Brazil adopted a law

that allows for domestic licensing of sports

betting and online casino in late 2023.

The law will be implanted throughout



market expected to launch at some point

in Q3 2024.The regulation will extend to

all online gambling verticals, including

sports betting and gaming, and will allow

for an open licensing system subject to

payment of betting and other taxes and

fees. Furthermore, the Group has launched

licensed operations in Mexico under its

bwin brand.

There was better news in France where

we have seen nascent discussions

about the possible legalisation of online

casino, while in Croatia the Government

completed a regulatory review and is now

looking to bolster its efforts to tackle the

illegal market.

At the end of 2023, Entain only operated in

two markets in Europe where it is not yet

locally regulated. Despite our best efforts

in Austria, there have been no changes to

the status quo and the Government has

no imminent plans to initiate the reforms it

announced in March 2021. Nevertheless,

we will continue to push for regulatory

reforms. Encouragingly, in Finland the



process of dismantling the monopoly in

favour of a licensing system that we expect

to come into force sometime in 2026.

Australia

A parliamentary inquiry issued a report

in 2023 calling for a ban on gambling

advertising as part of a 31-point plan to

reform the Australian gambling market.

It also proposed various other measures

including the establishment of a single

national regulator and a formal duty of

care. We expect the Government to come

forward with its response to the report and



Elsewhere, the National Self-Exclusion

a ban on credit card betting was adopted in

December 2023 and will come into effect in

mid-2024.

Canada

The Ontario online betting and gaming

market became regulated on 4 April 2022,



Province to issue domestic licenses for

private operators. Entain operates in

Ontario through its bwin and Party brands

as well as Sports Interaction, a Canadian

brand the Group acquired in February 2022.

Going forward, other Canadian Provinces

such as Alberta and British Colombia are

expected to introduce regulation.

Other Europe

In 2023, wide-reaching advertising

restrictions were introduced in Belgium,

while a pending parliamentary bill and a

draft Royal Decree could impose further

restrictions on local operators in 2024.

Fortunately, the sector was successful

in blocking a proposal to introduce an

additional 5% tax which would have had a

detrimental impact on licenced operators

and encouraged customers to move to black

market operators and therefore reduce

player protections.

In the Netherlands, Entain completed

the acquisition of BetCity in January

2023. National elections took place in

November and we await the formation of

a new coalition government which could

lead to change in direction for gambling

policy. We are also expecting the Dutch

authorities to come forward with new

proposals on playing limits, AML and

duty of care requirements which are likely

to come into effect in 2024 and impose

stricter compliance requirements on

operators . The headline gambling tax rate

also increased by 1% to 30.5% from 1st

January 2024.

In Italy, the Government published a

new framework law in 2023 laying the

foundations for potentially wide-reaching

sectoral reforms to be enacted in 2024

and beyond, including an overhaul of the

current gambling licence tender procedure

which will increase licensing costs and

impose stricter regulatory requirements on

operators. In Spain, the government has

moved oversight of gambling to a newly-

formed Ministry, while plans to introduce a

system of cross-operator limits remain on

the medium-term agenda. In Ireland we are

still awaiting the enactment of the pending

Gambling Regulation Bill that will introduce

a formal regulatory and licensing regime for

online gambling. In  a draft law

has been published to amend the Gaming

Act, including the introduction of a B2B

licence regime to take effect from 2025.

In 2023, we have seen tax increases

announced in several of the markets where

we operate. The Prime Minister of Georgia

announced plans to increase taxes for

online gaming from 10% to 15% GGR, and

player winnings withholding taxes from

2% to 5%, effective from 1 January 2024.

The Swedish government has announced

its intention to increase the rate of gaming

tax from 18% to 22% with effect from 1 July

2024, while the Latvian Government plans

to increase online gambling tax from 10% to

12% GGR from January 2024.

39Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Regulatory update

At Entain, sustainability is a key enabler of our corporate strategy.





2023 was a pivotal year for sustainability

at Entain as we unveiled our new

Sustainability Strategy, building on our

longstanding commitment to sustainability

and taking it to the next level.

With this new Strategy, we wanted to

strengthen our sustainability leadership

position as well as listen to our stakeholders

and respond to the changing Environmental,

Social, and Governance (“ESG”) landscape.

We conducted a double materiality

assessment to help us understand our

unique sustainability-related risks and

opportunities, as well as our impacts on

society and the environment. We conducted

surveys and interviews, analysed industry

reports, and held leadership workshops,

gathering input from over 250 internal

and external stakeholders from around

our business, to understand how we can

ensure we are supporting value creation to

all stakeholders.

These insights helped us develop a

strategic framework that will focus our

sustainability actions in the coming years.

Our new approach, which is presented on

the next page, is structured across four

pillars that encapsulate those ESG issues

that are most important to Entain, our

customers, investors, and partners:

Be a leader in player protection

Provide a secure and trusted platform

Create the environment for everyone to

do their best work

Positively impact our communities



report extensive progress across each of

these strategic pillars. We invite you to

discover our achievements on the following

pages, which include:

Rolling out our player protection

programme ARC

in our digital offer

to cover 27 jurisdictions and launching

ARC

for retail in the UK and the

Republic of Ireland.

100% of our revenues coming from

regulated or regulating markets since

February 2023.

Winning Innovator of the Year at the

Women in Gaming Diversity Awards

for our Returnship programme with

McLaren Racing.

Partnering with EcoVadis, the world’s

largest platform for supplier sustainability

ratings, and onboarding 35% of in-scope

vendors and supporting them to improve

their sustainability performance.

Looking at 2024, we will remain sharply

focused on delivering our new strategy and



role that underpins our long-term growth.

Sustainability at Entain

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 202340

Entain’s Sustainability Strategy

At Entain, we see sustainability as a key enabler of our corporate strategy and growth. We embrace our role within society with the

strongly held belief that the most sustainable business in our industry will be the most successful.





assigned Board-level oversight, summarised below.

You can read more details about how we developed the strategy using the results of our 2023 double materiality exercise here.

What it means Aligned material clusters Focus areas Oversight

Be a leader in player

protection

We provide industry-

leading customer

protection through

innovative features,

customer support,

communications and

our culture.

Safer betting and gaming

Ethical &

compliant behaviour

Innovation

Industry-leading

tailored customer

protection tools

and processes

Empower our people

to support and protect

our customers

Harm prevention

through education

and responsible

communications

Promote research

and share evidence-

based learnings with

the industry

Sustainability

& Compliance

Committee

Provide a secure and

trusted platform

We lead on integrity in

everything that we do.

From having the highest

ethical standards,

to only operating in

regulated markets, with

an aim of gold standard

data protection,

and cybersecurity.

Ethical & compliant

behaviour

Data privacy

and cybersecurity

Corporate

Governance

Only operate in

regulated markets

Ethics and integrity

at the core of

our organisation

and culture

Provide industry-

leading cybersecurity,

data privacy and

AI governance

Clear and robust

governance processes

for each of our key

ESG areas

Sustainability

& Compliance

Committee

Create the environment

for everyone to do

their best work

We are an employer of

choice, and we build an

inclusive and supportive

culture where talents

from all backgrounds

can thrive.

Diversity, equity

and inclusion

Having the

right people

Attract, engage and

retain the best, most

diverse talent

Provide the right

growth opportunities

for all

Build a sense of

belonging for

all Entainers

People

& Governance

Committee

Positively impact

our communities

We play our role in

limiting global warming

to no more than

1.5°C and we create

a positive impact on

our communities.

Environmental

Sustainability

Corporate

Governance

Reduce our

environmental impact

Creating a sustainable

value chain

Promote grassroots,

women’s and

disability sports

Support communities

where we operate

Sustainability

& Compliance

Committee

Entain plc Annual Report 2023 41

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Sustainability



Climate governance

Given the urgent need for action to address

the climate emergency, we have stepped

up our governance in this area. Our CEO

is now responsible for our approach to

climate change, and climate-related risks

and opportunities. In addition, we have

developed our Net Zero Action Group.

The Net Zero Action Group reports to

the ESG Steering Committee, which

is a selection of leaders from around

the business who are responsible for

delivering and developing an organisation-

wide approach to achieve our Net Zero

ambitions. You can read more about how

we manage our climate-related risks and

opportunities in our TCFD Statement on

pages 56 to 63.



In addition to the ESG Steering Group

and the Net Zero Action Group, we have

formed groups that report to the ESG

Steering Group that focus on delivering our



additional expertise and insights from the

business. Steering groups include groups

focused on Anti-modern Slavery and

Human Rights, Safer Betting and Gaming,

Anti-Money Laundering, and Diversity &

Inclusion.

Board Committee Oversight

In May 2023, Entain restructured its

Board oversight of ESG issues to better

manage the increasing workload of the

prior ESG Committee and further embed

sustainability across the Group.

The newly created Sustainability and

Compliance Committee was created to take

on the bulk of the responsibilities of the

former ESG Committee. The Sustainability

and Compliance Committee has oversight

for safer betting and gaming, regulatory

compliance, anti-money laundering and



& corruption, human rights (including our

approach to addressing modern slavery

risks), health and safety, environmental

impact (including the evolution of our

strategy and processes in response to the

Taskforce for Climate-related Financial

Disclosures), data protection and charitable

donations, including the work of the Group’s

Entain Foundation. Chaired by Virginia

McDowell, one of our Non-Executive

Directors, the Committee has three

members and guides the business on all

aspects of ESG strategy, sets targets and

monitors our performance.

The second newly created Committee,

the People and Governance Committee,

took on the responsibilities of the previous

Nomination Committee and added

responsibility for oversight of the Group’s

approach to Diversity, Equity and Inclusion

and other people-related functions

such as engagement and culture and

employee wellbeing.

The ESG Steering Group

The ESG Steering Group, which meets

monthly, consists of functional leaders

from across the business, including

Sustainability, Investor Relations, Human

Resources, Corporate Affairs, Legal, Health,

Safety & Security, Operations, People and

Communications. Convened by our Group

Head of Sustainability and chaired by our



Group oversees the implementation of our

sustainability strategy.

Delivering our

Sustainability Strategy

starts with robust

governance. As our

ambitions grow, and

best practice evolves,

we continue to expand

our processes. ”

Entain plc Annual Report 202342

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Strategy

Board

Delivery

Coordination

Oversight

ESG Steering Group

Operating Units and

Central Functions

Operational teams

People and Governance

Committee

People and Governance

Committee

Sustainability and Compliance

Committee

People and Governance

Committee

Anti-Money Laundering and

Counter-terrorism Financing

Anti-Bribery and Corruption

Health and Safety

Environmental Impact

Modern Slavery and

Human Rights

Privacy and Data Protection

Net Zero Action Group

Regulatory Compliance

Safer Betting and Gaming

Talent and capability

Diversity, Equality and Inclusion

Employee engagement

Employee well-being

Our performance across ESG Rating Agencies

We are proud to be a sector leader amongst many of the leading independent ESG rating providers. The below table summarises our

performance and improvement over time. We will continue to work tirelessly to further improve our ESG practices and performance, with

the aim of further improving the standards for our industry and in these external assessments.

Rating Evaluation

Score

(31 December 2023)

Score

(31 December 2022)

Industry

Rank

MSCI ESG Score AA 7.2 6.7 N/A

Sustainalytics ESG Risk Rating Low 19.6

(a lower score

shows a

lower risk)

22.3 13/87 in the Casinos

& Gaming industry

ISS ESG ESG Score C 49

47 1

decile

S&P Global ESG Score S&P

Yearbook

and DJSI Europe

constituent

67 95th percentile

FTSE4Good ESG Score Inclusion

FTSE4Good Index

3.8<> 3.8 93

percentile

CDP Climate Management B B N/A

ESG Governance Structure

Entain plc Annual Report 2023 43

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Sustainability





Material issues

Safer betting and gaming

Ethical and compliant behaviour

Innovation

Oversight

Sustainability & Compliance Committee

Advanced Responsibility and Care™

(“ARC

”): Our leading tailored customer

protection tool

Our recent materiality assessment found

that safer betting and gaming is our most

material ESG issue, and ARC™ is our



– providing a technology-led approach to

player protection through real-time and

individually tailored detection, interaction

and interventions with players that are

potentially at risk.

Given its importance to Entain and our

customers, the roll-out and effectiveness of

ARC™ is linked to through our Group Bonus

Scheme, which includes our executive

team. The details of how we incentivise

the delivery of player protection is outlined

further in the Remuneration Report

on p131.

This year, ARC™ continued to mature in

the UK and expand globally. By the end of

2023, ARC™ is now live across our core

international markets (except Brazil).

Our safer betting and gaming programmes

in our retail estate in the Republic of Ireland

and the UK are also supported by ARC™.

This provides our customer facing retail

colleagues with data-driven insights to

help them spot and address risky play in

our shops.

We continue to monitor the effectiveness of

ARC™, the results of which are reviewed by

the Executive Committee and Sustainability

and Compliance Committee quarterly.

Empowering our people

We continue to deeply embed safer gaming

into the culture of our company. At the end

of 2023, 98% of our colleagues were up

to date with their mandatory annual safer

betting and gaming training. This training

provides all colleagues with the essential

understanding of our approach to, and

compliance requirements on, safer betting

and gaming. However, we also understand



key responsibilities for player protection.

Focus area 2023 Highlights

Best-in-class tailored customer

protection tools and processes

Rolled our ARC™ to cover 27 jurisdictions (2022: 22), including real-time models in

23 jurisdictions

ARC™ for retail now live across UK and ROI

7.5 million ARC™ interactions (+98% YoY) to 742,112 unique customers

Empower our people to support

and protect our customers

98% completion rate of annual compliance, safer gambling, and AML training

Enhanced safer gaming training, delivered by EPIC Risk Management, delivered

to all senior leaders

Harm prevention through education

and responsible communications

Expanded our stakeholder education and training in the US, through our partnership

with EPIC Risk Management and major leagues as well as players associations such

as the Major League Baseball, National Football League, League Soccer Players

Associations and the NHL Alumni Association

20% of TV advertising space and football sponsorship dedicated to safer betting and

gaming communications or Foundation promotion

Promote research and share

evidence-based learnings

Final year of partnership with Harvard Medical School’s Cambridge Health Alliance



research into Safer Betting and Gaming

Contributed 1% of our GGY in the UK to Research, Education and Treatment (RET),

totalling £18.7m

Awards and accreditations:

UK North America International

GamCare Advanced Safer

Gambling Standard

Online: Advanced

Level 2 (highest level)

Retail: Advanced Level 2

EGR North America

Awards 2023:

Socially

Responsible Operator

SBC Global and

SBC LATAM Socially

Responsible Operator of

the Year

Vixio Global Regulatory

Awards: Award for

Outstanding Contribution



Entain plc Annual Report 202344

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Be a leader

in Player

Protection

For these roles, we continue to roll out more



our senior leadership periodically

undertakes in-depth training from EPIC

Risk Management. Customer-facing roles

who are responsible for engaging directly

with our customers also receive in-depth

training on identifying and interacting with

customers who may be at higher risk of

harmful play.

We are also leveraging our partnership

with Harvard Medical School’s Cambridge

Health Alliance Division on Addition

(“CHADA”) to support our training

programmes. Since 2019, 16 of our safer

betting and gaming training programmes

have been reviewed by the team at CHADA



the latest research.

Responsible marketing

Responsible marketing is a core part of

our commitment to promote responsible

attitudes, and protect children, young

persons and vulnerable individuals.

We have a long history of leading the

industry in this area, spearheading the

UK whistle-to-whistle advertising ban,



sponsorship in UK football.

Our commitment to responsible advertising

and marketing is underpinned by our

recently refreshed External Marketing

Policy. This Policy outlines our responsible

marketing principles. All relevant staff

receive training on the policy.

We also work closely with trade

associations to strengthen best practice for

our industry’s marketing and advertising.

For example, we are a signatory of – and

contributor to – the European Betting and

Gaming Association’s (“EGBA”) Code

of Conduct.

Promoting research through

our partnership with Harvard

Medical School



research partnership with the Cambridge

Division on Addiction, which has now

produced 14 research papers since 2019.

The outcomes of this research have

been highly practical, underpinning our

26 markers of protection – the behavioural

patterns found to indicate signs of risk

that are used by ARC™. As this research

is published, or is in the process of

publication, this allows not just Entain but

the whole industry to access the latest

research. You can read more about this

research programme in our 2023 Social

Impact Report.









Interactions excellence: Interaction

Excellence aims to promote insightful

and valuable discussions with teams

that deal with customers that are

potentially the most at risk. The training

focuses on strengthening soft skills

that colleagues will draw upon during

customer interactions. In 2023, this

training was reviewed by the Harvard

Medical School’s Division on Addiction,

Cambridge Health Alliance.

Moving forward we will also conduct

in-depth training with leaders from

around the business (aimed at our

senior leadership team and Board

Directors), to further integrate a culture

of player protection right at the top of

the organisation. This training will be run

by EPIC Global Solutions and refresh the

leadership training delivered in late 2022.

Embedding safer betting and

gaming into our culture

As part of the 2023 Group Annual Bonus

Plan, a mandatory training module

was implemented on compliance, safer

gambling and anti-money laundering,

achieving a 98% completion rate. Our goal

is to train all colleagues on the importance

of player protection, preventing money

laundering, and responsible marketing

– with retail colleagues receiving a more

tailored version of the content relevant to

their role.

We also know that some colleagues

have unique responsibilities for their

role – whether it be engaging directly

with customers, designing new products,

or leading teams or divisions. In 2023

we worked with EPIC Global Solutions

to deliver in-depth masterclasses and

face-to-face-training on safer betting and



roles. For example, our customer service

and retail colleagues took part in sessions

that equipped them with the skills to

1. Core countries are those that are using our core technology platform. ARC™ is embedded within this core technology, so in these countries we can use the full power of our

markers of protection and interactions.

2. Risk is determined based on our Long-term Excessive Play (LTEP) model, which is one of our three primary ARC™ Markers of Protection models, which scores every user of the

Entain Platform from 1 (low risk) to 100 (high risk) daily. LTEP is used for assessing risk due to identify underlying problem gambling behaviour over time.

identify signs of harm and effectively

interact with customers to advise on

our suite of tools that may be used to

help them.

Key modules focused on:

Introducing our retail teams to problem

gambling to help them understand how

gambling related harm can present

itself and ensure that they are aware

of how to protect our customers to

limit the negative impacts of gambling.

Between May and August 2023, 294

colleagues attended the EPIC Safer

Gambling Awareness training.

Affordability Interactions: This training

provided our colleagues with guidance

on the key steps they should take to

ensure that customers are keeping

their betting affordable, and the

communication tools they can use to

encourage safer gambling and manage



Entain plc Annual Report 2023 45

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Lead on player protection

Ethics and integrity at the core



We are committed to conducting our

business in line with the highest ethical

standards. We heavily invest in governance,

resources, and training to combat



of gambling.

For Entain, this starts with playing an active

role in safeguarding the values and integrity

of sport. We want all sports events to be

fair and played to the best of participants’

abilities. This is why we work closely with

regulators and sports governing bodies to



corrupt betting activity. We are a member

of the International Betting Integrity

Association (IBIA) and the Sports Betting

Integrity Forum (SBIF).

In 2023, we continued to reinforce our

Ethics & Compliance (“E&C”) function

with new team members and stronger

governance. We launched a new Ethics



clear accountability across the group and

ensures that our E&C team has the required

independence and authority to act as an

effective second line of defence. We also

launched a three-year E&C Strategy, which

sets our action plan for achieving a best-in-

class E&C programme.

Only operate in regulated markets



commercially viable regulation of

the betting and gaming sector is in

everyone’s interests. It offers stability for

operators, important taxation streams

for governments and – most importantly

– provides the consumer with proper

protections and safeguards by ensuring

that only responsible providers operate in

the market.

Since February 2023, 100% of our group’s

revenue come from regulated or regulating

markets. As of 31 December 2023, we held

licences in 34 jurisdictions across the world.



markets where we can see a clear pathway

to regulation that will enable us to obtain

domestic licences in the next two years.

These regulating markets are Brazil,

Mexico, Peru, Austria and Finland. For more

about this, please refer to our regulatory

update on pages 38 to 39.

We appointed a Group Money Laundering



Financial Crime (“AFC”), and we expanded

our AFC team. After a period of growth

and multiple acquisitions, we revised our

organisational structure with all colleagues

with AFC responsibility reporting to the

central AFC Leadership Team. This new

governance framework gives us better

control and oversight across all our

entities, subsidiaries, and joint ventures.

We have also initiated an evaluation of

our international subsidiaries to assess the

maturity of local AFC programmes. This will

conclude in 2024 with on-site visits and

upskilling programmes tailored to the needs

of our colleagues.







Material issues

Ethical & compliant behaviour

Data privacy and cybersecurity

Corporate Governance

Oversight

Sustainability & Compliance Committee

Focus area 2023 Highlights

Only operate in regulated markets 100% of revenues from regulated or regulating markets since February 2023

Ethics and integrity at the core

of our organisation and culture

New Ethics & Compliance Charter and Strategy

Average completion rate of 95% across Entain’s Big Four Compliance Training Modules

Refreshed set of Entain Values, with “Do what’s right” at its core

Provide industry-leading

cybersecurity and data privacy

Growing headcount in Data Privacy and Cybersecurity teams, by 25% and 35%

respectively compared to 2022.

 

 

Clear and robust governance processes

for each of our key ESG areas

New ESG governance structure with two board-level committees (Sustainability &

Compliance and People & Governance)

Awards and accreditations: ISO 27001 2022 Information Security Management System

Entain plc Annual Report 202346

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Provide a secure

and trusted

platform

Doing what’s right

Every colleague, including contractors

and agency staff, must complete four

compliance modules covering Entain’s

Code of Conduct as well as ethical topics

such as safer gambling, data privacy, or

bribery and corruption prevention. As part

of this, colleagues sign a declaration that

they have understood the training and will

comply with Entain’s Code of Conduct.

Our 2023 Group Bonus was linked to

achieving 85% completion for each

module – an ambitious but achievable

target given the turnover in certain parts

of our business. This year, we achieved an

average completion rate of 98% – up from

93% in 2022 and 82% in 2021.

Big Four Learning Modules

Completion

Rate

Code of Conduct 94%

Compliance, Safer Gambling,

and Anti-Money Laundering 98%

Data Privacy 98%

Cybersecurity 98%

Provide industry-leading cybersecurity

and data privacy

Safeguarding our corporate and customer

information remains a top priority for



growing headcount of our Data Privacy and

Cybersecurity teams, which respectively

increased by 25% and 35% in 2023.

In 2023, we continued building our data

privacy assurance function with dedicated

resources to monitor the effectiveness of

our privacy activities, keep risks under

review, and update policies and procedures.

We boosted privacy controls by introducing

Effectiveness and Maturity Reviews of

our most critical data processes. We also

reinforced our risk management process

with a new privacy risk register which feeds

into Entain’s Enterprise Risk Management



additional 20 privacy risks in 2023.

Throughout the year, we further embedded



Data Ethics Charter, which we launched



responsible use of AI and data-driven

technologies. We collaborate across the

business to embed Privacy by Design,

building data privacy considerations

directly into the development of our

products and processes. We have also

been preparing for emerging legislation



Intelligence Act. Working closely with our

Data Sciences & AI (“DSAI”) colleagues,

the Privacy team created a blueprint for

Entain’s AI Governance Framework and

developed a new AI policy which will be

released in 2024.

As cybercrimes continue rising globally,

we are continuously improving our

cybersecurity programme to protect our

players from digital threats. In 2023, we

introduce new security features in our

products such as customer multi-factor

authentication. We also reinforced our

cyberattack detection processes by

deploying machine-learning and AI-

based systems which uncover patterns

of malicious activity and block attacks

before they can reach our customers.

We managed to decrease the average



65% compared to 2022.

As part of our commitment to best





standard for information security. As of

31 December 2023, 80% of our operations



ISO 27001. In 2024, we will continue



our 2023 acquisitions.

Clear and robust governance

processes for each of our key

ESG areas

In April 2023, Entain restructured its

Board oversight of ESG issues to better

manage the increasing workload of the

prior ESG Committee and further embed

sustainability across the Group. This new



importance of ESG topics for the group.

You can read about our ESG governance

structure on page 43.















Entain plc Annual Report 2023 47

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Provide a secure and

trusted platform

Focus area 2023 Highlights

Attract, engage and retain the best,

most diverse talent

Launch of Black Professionals@Entain employee network



Entain ranking 5 in the 2023 All-In-Diversity Project Index

Entain’s Returnship programme with McLaren Racing receiving accolades at the

Women in Gaming Diversity Awards and the Personnel Today Awards

Provide the right growth opportunities

for all

Launch of Your Goals, Entain’s new objective-setting programme

Build a sense of belonging for

all Entainers

Launch of refreshed values and behaviours

94% of Entain Managers received mental health training through the Workplace of

Tomorrow programme

400,000 employee interactions with Entain’s Well-Me events, activities, and content

9.1% utilisation rate for our Employee Assistance programme

Awards and accreditations:







Material issues

Diversity, equity and inclusion

Having the right people

Oversight

People & Governance Committee

On International Women’s Day 2023, we



policy. Our ambition was to help colleagues

understand menopause-related issues and

normalise talking about the symptoms.

The policy came with a global awareness

campaign and support for managers in

having conversations around menopause.

We built a virtual Menopause Hub with

resources and bite-size training for those

going through the menopause journey and

for managers and teammates wanting

information on how to best support women

in the workplace.

We are committed to positively impacting

diversity not just within Entain, but across our

industry. We partner with universities and

charities to improve female representation

within STEM careers. One example of this

is our partnership with Girls Who Code,

through which we have reached 10,680

young women since 2021. You can read more

about our work to drive diversity in the tech

sector in our 2023 Social Impact Report.

In 2024, we will focus our efforts on further

embedding DE&I within our Resourcing

Strategy to increase representation in

our hiring process. Our new recruitment

and candidate management platform will

provide us with better DE&I data on our

Attract, engage and retain the best,

most diverse talent

Diversity, Equity and Inclusion (DE&I) are key

to Entain’s future sustainability and success.

Attracting and retaining key talent remains

one of our Principal Risks as a tech business

(see page 85), and workforce diversity

plays an essential role in innovating, driving

change, and delivering outstanding products

and services for our customers.

As part of our commitment to DE&I, we

understand the importance of global

employee networks in providing a safe space

for colleagues with a shared identity or

experience. Launched in 2022, the Women@

Entain and Pride@Entain groups continue

to grow, with over 1200 and 250 members

respectively. In 2023, Women@Entain piloted

a new mentoring programme for women in

our Product & Technology team, matching

participants with senior mentors. We also

launched Black Professionals@Entain, a new

network designed to create a culture where

black colleagues can thrive professionally

and personally. Led by our network, we

signed a UK partnership 10,000 Black Interns

Foundation, and have pledged to offer

career opportunities to Black students and

graduates in the summer of 2024.

Gender diversity at Entain

Group Board 33%

2023

3 out of 9

(33%)

2022

2021

3 out of 9

(33%)

4 out of 10

(40%)

Senior managers 28%

221 out

of 794

(28%)

194 out

of 752

(27%)

128 out

of 364

(26%)

2023

2022

2021

All Employees 46%

13,645 out

of 29,576

(46%)

13,479 out

of 28,940

(47%)

11,583 out

of 25,554

(45%)

2023

2022

2021

Male Female

Personnel Today

Equity, Diversity &

Inclusion award

Women in Gaming

Diversity Awards Innovator

of the Year award

Entain plc Annual Report 202348

1Overview 8 Strategic report 88 Governance 140 Financial statements

Create the

environment for

everyone to do

their best

work

candidates and recruits, allowing us to

tailor interventions and set group-wide

targets. We will also continue to remove

any barriers in the hiring process for

candidates and colleagues through the

design and launch of our new recruitment

platform in 2024.

Provide the right growth

opportunities for all

Our colleagues’ continuous personal and

professional growth is essential, and we

invest in targeted learning & development

(“L&D”) within our business units.

Programmes, courses, and self-led learning

are tailored to the needs of our teams

and individuals.

Entainers globally have access to best-

in-class learning resources, such as

LinkedIn Learning, Get Abstract, and

Pluralsight. These platforms enable our

colleagues to continuously develop their

skills – from marketing to Python coding or

public speaking.

In 2023, we focused our L&D efforts on

customer-facing roles, both in our global

Customer Services team and across our

Retail Estate. We know that customer

satisfaction starts with great leadership and

employees who feel supported and valued.

In our Customer Services team, we kicked

off Let’s Lead, a new leadership programme.

The seven-week curriculum includes a mix

of self-paced learning, in-person training,



external providers. With over 20 modules,

the programme equips our managers

with all the technical knowledge and soft

skills they need to successfully lead their

teams. This includes completing a Mental

Health First Aider course, as part of Entain’s

commitment to wellbeing. 979 colleagues

have already completed the course, with 113

learning sessions delivered and we will roll

it out to Hyderabad, India and Montevideo,

Uruguay in 2024.

In our retail business, we have built a

consistent foundation of competency

and knowledge among managers and

team leaders. The Enhance, Establish and

Elevate Your Game programmes support

colleagues at different points in their careers,



role to sharpening their leadership skills.

In 2023, the programme trained over 2000

colleagues. We are proud that many of

our retail management team started as

Customer Service Managers before growing

into senior roles.

Last year, we also worked to harmonise

the way our colleagues think about their

professional objectives. We launched Your

Goals, an objective-setting programme, to

ensure all our colleagues have meaningful

conversations with their managers about

their goals and understand how these align

with Entain’s strategy. In 2024, we will

develop Entain Leadership Expectations

which will be supported by a structured,

consistent, and global leadership pathway.

Build a sense of belonging for

all Entainers

Following an intensive period of business

growth, we wanted to bring our colleagues

together and consolidate our shared culture.

2023 saw us launching a refreshed set

of values and behaviours which build on

our core beliefs whilst helping us prepare

for the next phase of our evolution: Do

what’s right, Keep it simple, Go beyond,

and Win together. More than words on a

wall, these values act as guiding principles

for our colleagues across all locations and

at all levels. They have been embedded

in everything we do, from the way we

recognise our colleagues to how we set

individual objectives.

In line with these values, we remain

passionately committed to creating a

supportive and encouraging environment

where all our colleagues can thrive.

The Entain Well-Me strategy is designed

to help employees make positive changes

to improve their physical, mental, and

emotional health. Our 2022 global well-

being survey, which was completed by

9,600 colleagues, helped us identify

strategic priorities for the coming years.

In 2023, we rolled out Workplace of

Tomorrow, a mental health programme

designed to give people managers the

tools to support their teams and create a

culture of trust and psychological safety.

Developed by experts at Unmind, the

training equipped our managers to have

supportive conversations, giving them

practical knowledge on topics such as self-

care, stress and anxiety, or active listening.

94% of the Entain managers completed the

course last year. 74% of them taking action

with their team as a result.

Our 2023 global wellbeing campaigns were

tailored to boost the mental and physical



Live-Well Festival consisted of a week-

long event with expert-led workshops on



65,000 engagements on our intranet.

In November, nearly 600 colleagues joined

Breaking Stereotypes Together, a live event

to champion men’s mental health and share

techniques for combatting stress.

Looking at 2024, we are using data from

our global wellbeing survey to pilot Entain’s

new resilience training, The Energy Edge.

The programme aims to help colleagues

grow their energy and performance through

a mix of text learning, bite-sized videos,

and interactive activities. We will open

the programme to our retail colleagues

in early 2024 before opening to our

global workforce.

In 2023, we partnered with the McLaren

F1 team on a Returnship programme,

providing unique opportunities for skilled

women to resume their STEM careers.

Over six months, 10 career returners

worked at both Entain and McLaren in

roles ranging from Data Analysts to

Software Developers. The placements

were tailored to their experience and

ambitions, and they received extensive

support to ensure a successful transition

back into work. We are delighted that, at

the end of the returnship, most returners

secured a role at Entain or McLaren.

The programme received two accolades,

including the Innovator of the Year at the

Women in Gaming Diversity Awards.

Driving Diversity Forward with

McLaren Racing









Entain plc Annual Report 2023 49

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Create the environment



best work





Material issues

Environmental sustainability

Corporate Governance

Oversight

Sustainability & Compliance Committee

Focus area 2023 Highlights

Reduce our

environmental impact

70% global electricity from renewable sources, including over 99% in the UK through

green tariffs and a 5-year Power Purchase Agreement

9% decrease in market-based Scope 1 & 2 emissions globally from the prior year

Near-term and Net Zero submitted to the Science Based Targets Initiative (SBTi),



Create a sustainable

value chain

35% of our in-scope third-party spend enrolled on the EcoVadis platform with



Promote grassroots, women’s and

disability sports

 

helping to cover the costs of training, equipment, and travel

100 non-league football clubs supported via Pitching In since 2020, enabled to reach

their communities

Support communities where

we operate

Donating £25.4m, to support our communities.

Fundraising £0.5m for Prostate Cancer UK and £1m for Chance for the Children via the

Ladbrokes Coral Trust, funding life-saving research and treatment

Awards and accreditations: ISO 14001: Environmental Management across our operations in GB (shops, stadia and



Entain plc Annual Report 202350

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Positively impact

our communities

Environmental Impact

Doing what’s right is one of Entain’s long-

standing values. Whilst our greenhouse

gas (GHG) emissions are relatively low

compared to companies in other industries,

we have an important role to play due

to our size and global scale – especially

given the critical and urgent importance of

climate change.



company to formally commit to a Net Zero

target with the Science-based Targets



process commencing in 2023 and due to be

concluded in 2024.



the industry on decarbonisation. We have

committed to reduce our absolute scope 1

and 2 (market-based) and material Scope

3 emissions by 42% by 2027 from a 2020

base year, and 60% by 2030. We have

also committed to be net zero by 2015 –

reducing our Scope 1, 2 and 3 emissions

by 90% by 2035, and investing in credible

carbon removal projects to neutralise the

remaining 10%. These targets, which follow

the SBTi criteria, will see us reduce our

emissions in line with a 1.5 decarbonisation

pathway ahead of the UK Government’s

2050 timeline.

In 2023, our Net Zero Action Group







next section).

We continue to procure over 99% of our

electricity in the UK from renewable

sources, which equates to 70% renewable

electricity globally. We are currently looking

at the viability of sourcing renewable

electricity in our key markets globally.

We recognise that as a digital business, we

need to understand our digital emissions.

We have been collecting and analysing

data from our data centre suppliers to

understand the energy consumption and

renewable energy purchasing of our major

providers. Our most recent analysis in 2022

indicated that over 50% of our data centres

are on renewable electricity contracts,

and we are engaging with our providers to

increase this further.

We know that ambitious decarbonisation

requires credible and up-to-date data

to monitor and address our emissions

hotspots. In 2023 we signed up to carbon

accounting software that we will launch

and operationalise in 2024. To increase

the quality of our emissions reporting, we

have also commissioned the Carbon Trust

to verify our Scope 3 emissions footprint

in addition to our annual scope 1 and 2



Creating a sustainable supply chain

Our commitment to ethics and sustainability

extends to our business partners. We want

to work closely with our suppliers to

support them on their decarbonisation

journey and to protect human rights beyond

our operations.

In early 2023, we took an important step

by partnering with EcoVadis, the world’s

largest platform for supplier sustainability

ratings. EcoVadis allows us to evaluate our

key suppliers and set corrective action plans

across four topics – environment, labour

and human rights, ethics, and sustainable

procurement. The platform also provides

our suppliers with e-learning training on a

self-service model. Working with EcoVadis



giving us access to primary emission data

from our suppliers and helping us identify

those who are committed to the Science

Based Targets Initiative (“SBTi”).



we focused on onboarding our existing

suppliers to the platform, enrolling and

assessing over 35% of in-scope vendors.

This represents £523m of third-party

spend. So far, we found that our suppliers

scored on average 59.6 out of 100

on EcoVadis, 13.6% higher than the

benchmark. We also embedded EcoVadis in

our tender process, making its sustainability

assessment a mandatory requirement for

all winning suppliers.

We are now working with our suppliers to

create corrective action plans, supporting

them in improving their sustainability

performance. We encourage them to set

Science-based Targets, increase their use

of renewable energy sources, and publish

policies around Anti-Bribery and Corruption

(“ABC), Modern Slavery, and Diversity,

Equity and Inclusion (“DEI”). Our ambition

is for 75% of our in-scope third-party spend

to be assessed on EcoVadis by the end

of 2025.

Next year, we will start implementing our

2024-2026 Modern Slavery Strategy by

conducting an extensive risk assessment

of all our in-scope suppliers, mapping

areas where modern slavery could be

more prevalent based on factors such as

purchasing category or political instability.



suppliers and, when necessary, request

the completion of supplier self-assessment

questionnaires and plan for external on-site

audits to be completed in 2025.

Promoting Grassroots, Disability and

Women’s Sports

Entain is passionate about sports and

understands the role it plays in society.

We are proud to invest at the grassroots

level, supporting amateur and professional

athletes of all ages, backgrounds, and

abilities to chase their dreams. The Entain

Foundation supports projects across the

globe that you can discover in our 2022/23

Social Impact Report.

In the UK, we are proud of our long-term

commitment to SportsAid, helping young

British athletes aspiring to become the

country’s next Olympic, Paralympic,

Commonwealth, and world champions.

Since 2019, Entain has helped 251 athletes



help with training, equipment, competition

costs, and personal development training.

We empower a diverse cohort of sports

people nationwide, with a close to even

gender split, 48% of our athletes with a

disability and 16% coming from ethnic

minority backgrounds. By 2024, we will

have donated £500,000 to SportsAid.

Entain plc Annual Report 2023 51

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Positively impact



In the U.S., we have partnered with Oak

Out Hunger Entain since 2022. The project,

launched by the Charles Oakley Foundation,

provides education in responsible

gambling with other forms of support to

underprivileged communities. The Entain

Foundation U.S. sponsorship provides

funding and expertise in preventing and

mitigating problem gambling to the Oak

Out Hunger community project. In 2023,

the Entain Foundation U.S. helped fund

10,000 meals to those communities in need.

If you would like to learn more about the

difference we make with our partners

across the globe, we invite you to review

our 2022/23 Social Impact Report.

We also launched Pitching In in 2020 to

support and develop grassroots sports in

the UK, helping non-league clubs improve

their facilities. This multi-million-pound,

multi-year investment programme works

with the Trident Leagues to champion

their achievements and tell their stories.

Pitching In has been designed from the

ground up to deepen links between clubs

and their local communities. We are

also the founding partner of the Trident

Community Fund since 2020, investing

£150,000 every year to enable clubs to

engage in vital community-based projects

and invest in their local areas. In 2022, we

unveiled the Pitching In Volunteer Hub, a

unique online portal and one-stop shop

for every Trident League club to connect

football fans with potential volunteers.

The Volunteer Hub provides a simple

web-based interface where clubs can

post volunteering vacancies, while fans

can search for available opportunities in

their preferred clubs or locations. To date,

nearly 300 positions have been processed

through the hub, helping to bring a vitally

needed new generation of volunteers to the

Pitching In clubs.

Support communities where



As a global business, we want to positively

impact local communities across the

markets where we operate. Entain partners

with small to large-sized charities across

the globe to support the causes that are

the most important to our colleagues, our

customers, and our communities.

In Kenya, we partner with ComputerAid,

an international charity aiming to address

unequal access to technology in African

countries. Our support is helping to create

a Solar Learning Lab (“SLL”) in Al Huda

Primary School, providing technology

access to traditionally marginalised

communities in South Kenya. The SLLs

are shipping containers converted into



panels to generate electricity, enabling

them to be deployed in remote locations.

In 2023, we enabled ComputerAid to install

two containers in Al Huda Primary School

with 20 computer stations, 20 laptops, as

well as drinking water and toilet facilities.

We expect over 750 students to access this

communal space in the coming months.

1. The Scope 3 categories included in our target are: Category 1: Purchase Goods & Services, Category 3: Fuel and Energy-related Activities, Category 4: Upstream Transportation

and Distribution, Category 5: Waste Generated in Operations, Category 6: Business Travel, and Category 7: Employee Commuting. We completed a similar risk assessment

exercise in 2022 and we intend to repeat it every other year.

Entain plc Annual Report 202352

1 Overview 8 Strategic report 88 Governance 140 Financial statements



Pillar Data point 2023 2022 2021

Lead on player

protection

Number of jurisdictions outside the UK covered by the ARC

player

protection programme 27 22 -

% contributions of GGY to RET 1% 0.75% 0.5%

Cash and in-kind contributions towards responsible betting and

gaming initiatives

£20.8m £18.3M £12.9m

Customer interactions regarding problem gambling

8.7m 1.8m 2.3m

ARC

Interactions

2,3

7.5m 3.7m n/a

Customer complaints

3,927 4,215 4,045



 715 629 655

Self-exclusions made

1,4

53,745 60,261 61,644

Secure

& trusted

platform

% of revenues from domestically regulated or regulating markets

100% 100% Nearly 100%

Number of markets exited with no clear path to a sustainable and

safe regulated betting and gaming industry

5 93



80% n/a n/a

% of Technology budget dedicated to Cybersecurity 3.2 n/a n.a

Number of markets exited with no clear path to a sustainable and

safe regulated betting and gaming industry

£0.7m £3.6m n/a

Entain plc Annual Report 2023 53

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Our ESG Key

Performance Indicators

Pillar Data point 2023 2022 2021

Foster an

inclusive culture

Employees worldwide (headcount)

29,582 28,940 25,554

Employees worldwide (FTE)

6 ,7

23,650 24,195 19,314

Female employees

13,645 13,479 11,583

% female employees

46% 47% 45%

Part-time employees

9,968 9,754 4,328

% part-time employees

34% 34% 17%

Median hourly pay difference between male and female colleagues

(Gender Pay Gap)

4% 3% 5%

Mean hourly pay difference between male and female colleagues

(Gender Pay Gap)

16% 17% 16%

Median bonus pay difference between male and female colleagues

44% 39% 60%

Mean bonus pay difference between male and female colleagues

65% 66% 63%

Females in all management positions (as % of total



37% 37% 38%

Females in junior management positions (as a % of total



39% 40% 40%

Females in technical roles

28% 31% 30%

Female managers in revenue generating functions

40% 42% 38%



minority background, as a percentage of UK employees that have

reported their ethnicity

15% 14% 18%



ethnic minority background

7% 7% 10%

Employee age groups:

<30

30-50

50+

Unknown

35%

47%

15%

37%

46%

14%

38%

48%

14%

Employee contract types:

Permanent

Fixed-termed

Contractors

99%

0.1%

99%

0.1%

1.5%

98%

1.21%

1.78%

Customer Satisfaction

78% 60% 60%

Average hours per employee of training and development

13 8.1 10.5

Employee turnover – all

28% 36% 32%

Employee turnover – voluntary 20% 27% 25%

Whistleblowing incidents reported and investigated 65 51 29

Whistleblowing incidents reported and investigated, broken down



Fraud and theft

Code of conduct

Procedural non-compliance

HSSE

HR Grievance

Not provided

N/A

Accidents 603 624 456

Employee work-related injuries

72 112 117

Employee reportable incidents

5 55

Public work-related incidents 5 11 9

Public reportable incidents

0 22

Robberies

50 73 36

Incidents of anti-social behaviour 6,137 5,979 4,216

Incidents of assault

452 240 132

Absenteeism rate

4% 5% N/A

% of internal hires 23.8 19% N/A

Employee engagement score

77% 74% 78%

Entain plc Annual Report 202354

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Our ESG Key

Performance Indicators

Pillar Data point 2023 2022 2021

Positive impact

on communities

(including

Streamlined

Energy &

Carbon

Reporting Data)

Total energy consumption (kWh)

17,18

Rest of the world (RoW)

124,771,815

77,957,313

46,814,502

125,026,096

82,641,345

42,384,750

110,509,736

85,336,239

25,173,497

Absolute direct emissions (scope 1) – (tCO

e) 5,899 4,414 3,663

Absolute indirect emissions (scope 2, location-based) – (tCO

e) 27,202 26,846 24,767

% of purchased electricity from renewable sources

70.3% 66.4% 67.4%

Total GHG emissions – direct & indirect: location based (tCO

RoW

33,101

14,885

18,216

31,259

15,569

15,690

28,430

18,286

10,144

Absolute GHG emissions intensity per employee (tCO

e/headcount) 1.12 1.08 1.13

Absolute indirect emissions (scope 2, market-based) – (tCO

e) 9,171 12,151 12,677

Total GHG emissions – direct and indirect: market based (tCO

RoW

15,071

625

14,445

16,565

1,980

14,585

16,340

4,932

11,408

Waste generated

(tonnes) 3,738 4,384 3,858

Total Scope 3 GHG emissions (tCO

Category 1: Purchased Goods & Services (EEIO methodology)



Category 4: Upstream Transportation & Distribution

Category 5: Waste

Category 6: Business Travel

Category 7: Employee Commuting

346,051

312,603

15,726

7, 873

101

5,292

4,456

315,550

288,524

12,100

6,399

4,398

4,046

Supplier spend

£2.8bn £2.7bn £2.1bn

Number of suppliers 12,613 12,006 10,380

1. Data covers all Great Britain licenses.

2. Data covers all UK licenses.

 

real-time packages and risk-based interceptors, as well as ARC

emails. It is a count of the number of customer interactions, not at a distinct



4. Data only includes self-exclusions made via Entain’s own processes (e.g., via customer services) and does not include third-party self-exclusion schemes such as, for example,

GAMSTOP (National Online Self-Exclusion Scheme) and the Multi-operator Self Exclusion Scheme. This information has been obtained from Entain’s Regulatory Returns.

 

 





 

SuperSport, Puni Broj, and Minus 5 who have left the business between 1/01/2023 and 31/04/2023.

8. Data covers UK colleagues only. Data is based on a snapshot date of 5 April for the year stated, as per the requirements of the UK’s Gender Pay Gap Reporting.

 



 



11. This 2023 data is based on a sample of 47% of UK-based Entain employees who have provided us with their ethnicity information. To prevent us from over or understating the





12. As a percentage of the total number of employees excluding contractors.

13. As a percentage of the total number of employees.

14. Our methodology to measure customer satisfaction changed in 2023, as we stopped using email surveys and replaced them with digital pop-up surveys shared with customers

whilst online.

15. Data covers UK retail colleagues only.

16. We measure employee engagement based on the results of the annual Your Voice survey. The 2023 survey was postponed to January 2024, which is the basis for the 2023 data.

17. Coverage of energy consumption and emissions data is 100% for the UK, and 87% globally, by employee headcount. Global and ROW energy and emissions data are scaled up

based on this coverage to estimate totals across global operations. This data includes energy consumption related to both scope 1 (company vehicles, gas, and fuel) and scope



ESG Report and CDP submission.

 

and restate previous years according to our rebaselining policy.

19. Energy from renewable sources only includes electricity purchased that was actively sourced from renewables. All remaining electricity used by Entain is sourced from the local

grids where we operate.

20. Emissions are calculated using the GHG Protocol Corporate Accounting and Reporting Standard. Consumption data has been converted to GHG emissions using 2023 BEIS

emissions factors and 2023 IEA emissions factors for non-UK grid electricity. Emissions reported above are calculated using both the location-based and market-based

methods, using an operational control boundary. 2021 and 2022 GHG emissions (Scope 1 & 2) data has been assured to limited assurance by the Carbon Trust based on ISO



assurance process.

 

 

disclosed later in 2024.

Entain plc Annual Report 2023 55

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Our ESG Key

Performance Indicators

and opportunities (Metrics and targets –

disclosure C), in particular the physical risks

outlined in Table 2. These updates will be

included in the 2024 Annual Report.

This statement was developed by following

the guidance in Section C of the TCFD

Guidance Document: Implementing the

Recommendations of the Task Force on

Climate-related Financial Disclosures.

Table 1 is structured against the four pillars

of the TCFD framework: Governance,

Strategy, Risk Management and Metrics

and Targets. Table 2 summarises our

most material climate-related risks and

opportunities and their estimated impact

on the Group. Table 3 outlines the climate

change scenarios used in our 2022 analysis

and subsequent 2023 review.

2022 scenario analysis, we reviewed our

climate-related threats and opportunities to



to the group. This process helped us



our list of climate-related threats and

opportunities accordingly.





related risks on the Group and across our

different markets. We want to further

embed climate-related considerations



relevant business strategies, such as our

Key Locations Strategy which determines

where we will operate in the future. We will

consider additional metrics and targets

to monitor our climate-related threats

Over the past year, we have made progress

in integrating climate-related risks into our

group enterprise risk management (“ERM”)

framework. In line with the ‘comply or

explain’ obligation under the UK’s Financial

Conduct Authority Listing Rules, the Group



of the eleven TCFD recommendations and

partially compliant with disclosure C of

the Metrics and Targets pillar. Where we

are partially compliant, we continue to

develop and mature our processes as

outlined below.

Our priority for 2023 was to start

evaluating the impact of our relevant

climate-related risks on the group in line

with our ERM methodology as described on

pages 79 to 82. Using the outcomes of our

TCFD

Entain is a staunch supporter of the recommendations of the

Task Force for Climate-related Financial Disclosures (“TCFD”),

having made voluntary disclosures ahead of the FCA’s mandatory

requirements for UK Premium Listed Companies. In this section, we

disclose the threats and opportunities of different climate scenarios

on our Group – whether these are the impacts of transitioning to a

lower-carbon economy, or the adaptational impacts arising from a

rapidly warming planet

Governance

(a) Describe the

board’s oversight of

climate-related risks

and opportunities.

FC The Entain Board is ultimately responsible for climate-related threats and opportunities, with overall

ownership of this agenda sitting with our CEO.

Responsibility for identifying and managing threats is delegated to the Sustainability and

Compliance Committee, which is accountable for monitoring our progress against targets, and

ensuring climate-related risks are adequately addressed, respectively.

The Sustainability and Compliance Committee is also responsible for approving, and overseeing

the implementation of, our environmental strategy. The Committee receives quarterly updates on

our progress against our climate-related performance – including progress against our goals and

targets – from the ESG Steering Committee (see below). In 2023, the Sustainability and Compliance

Committee was briefed on climate-related issues and opportunities at four of their meetings.

The Group Risk Committee, which reports to the Board, has operational responsibility for managing





allocated for monitoring.

(b) Describe

management’s role

in assessing and

managing climate-

related risks and

opportunities.

FC Our ESG Steering Group is responsible for assessing and managing climate-related threats

and opportunities, as well as overseeing our approach to climate change as part of our wider



and reports to the Board Sustainability and Compliance Committee every quarter (see pages 42 to

43).

In addition to our ESG Steering Group, we set up a Net Zero Action Group to deliver Entain’s Net Zero

strategy. The Action Group convenes senior colleagues across departments to identify practical

measures which can be implemented throughout our global operations to reduce greenhouse gas

emissions. It reports to the ESG Steering Group every quarter.



56 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Strategy

(a) Describe the

climate-related risks

and opportunities

the organisation



the short, medium,

and long term.

FC Please see Table 2 on pages 60 to 61 for a full description of climate-related threats (both physical

and transition) and opportunities potentially arising over the short, medium, and long term that



As described below, our climate-related threats and opportunities have been assessed against

Entain’s ‘Impact versus Action’ matrix (see page 82). In line with our matrix, the materiality of

climate-related risks on Entain was assessed by evaluating their potential impact on the Group’s



climate scenarios (see Table 3) and time horizons (see below). All climate-related threats and





the Group.

We understand that climate-related threats and opportunities can have longer-term time horizons

that span beyond typical enterprise risk management and business planning processes. We

considered climate-related risks based on the following time horizons:

Short (0-3 years)

Medium (3-5 years)

Long (5+ years)

(b) Describe the

impact of climate-

related risks and

opportunities on

the organisation’s

businesses,

strategy, and



FC In Table 2, we describe the potential impact of climate-related threats and opportunities on the





Addressing climate change is a key part of our strategy, and our Net Zero by 2035 commitment is an

important aspect of the Sustainability enabler in our strategic framework. Delivering on this requires



already been made with the climate in mind.

For example:

Continuing to invest in our green electricity tariff for the UK Retail estate, despite increasing

energy costs.

Investing in a renewable Power Purchasing Agreement (PPA) to secure renewable energy at a



Increasing our price banding for our company car selection, giving a wider choice for relevant

colleagues opting for hybrid and electric vehicles.



strategic planning processes as we further enhance our assessment and response to climate-

related issues and further integrate climate-related risks into our day-to-day processes. Currently,





resilience of the

organisation’s

strategy, taking

into consideration

different climate-

related scenarios,

including a 2°C or



FC In Table 2, we describe the Group’s strategic response and resilience regarding our climate-

related risks and opportunities. The risks outlined in Table 2 were developed through a series of

workshops held throughout 2022 and reviewed again in 2023 against our ERM methodology. Our

analysis raised risks that have not yet been deemed to be Principal Risks in and of themselves,

but climate change may become a factor in affecting the impact of our current Principal Risks,

and the subsequent actions required to manage those risks, both threats and opportunities.





integrated into functional and divisional risk registers and they are continuously reviewed by their



57Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

TCFD

Risk Management

(a) Describe the

organisation’s

processes for

identifying and

assessing climate-

related risks.

FC 



Advisors. The purpose of these workshops was to gather insights from leaders around the business

on the climate-related threats and opportunities that were relevant to Entain, identifying those that

required further in-depth analysis to determine their impact on our business. In these workshops,

we explored three climate change scenarios outlined in Table 3, enabling the workshop participants

to draw out how each would affect Entain’s ability to deliver on our strategy. The climate-related





In 2023, we wanted to further integrate these threats and opportunities into our group enterprise

risk management framework and start evaluating their impact on the Group in absolute terms

as well as in relation to other business risks. We convened leaders and experts from across

the business to review the risks and assess them against our ‘Impact versus Action’ matrix, as

described on page 82. All risks were assessed for their impact on the business and the actions

required to bring those risks within Entain’s risk appetite. The impact of each risk was measured by



and services), the effect on the reputation of our brands and whether it affects our commitment to



very low impact to very high impact. Any climate-related risks potentially having a medium or above

impact on the Group is deemed as material and disclosed in Table 2. These material risks have been

integrated into our functional and divisional risk registers (see disclosure C below).

(b) Describe the

organisation’s

processes for

managing

climate-related

risks.

FC 

as described on pages 83 to 86. The feedback from our 2022 and 2023 TCFD workshops found

that our climate-related threats and opportunities do not qualify as Principal Risks but rather





functional and divisional risk registers and they are continuously reviewed by their divisional heads.



processes for

identifying,

assessing, and

managing climate-

related risks are

integrated into

the organisation’s

overall risk

management.

FC In 2023, we further embedded the process for identifying, assessing, and managing climate-related

risks into our overall risk management and governance framework, which is outlined on pages

79 to 82. As described above, all climate-related threats and opportunities have been assessed



opportunities have been integrated into functional and divisional risk registers and they are

continuously reviewed by their divisional heads along with other business risks on an annual basis.

58 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

TCFD

Metrics and Targets

(a) Disclose the

metrics used by

the organisation

to assess climate-

related risks and

opportunities



strategy and risk

management

process.

FC In 2023, the Group started evaluating our climate-related threats and opportunities against Entain’s

‘Impact versus Action’ matrix, described on pages 60 to 61. The impact of each risk was measured

different scenarios and timeframes by evaluating its potential:

 

operational impact

effect on the reputation of our brands

affect to health, safety, security, and well-being of our employees

This allowed us to evaluate the business impact of climate-related risks – from very low to very high

– across three different climate scenarios.

Entain also uses the following metrics to monitor its performance in managing transition risks and

progress against its Net Zero target:

Scope 1 and 2 greenhouse gas emissions

Scope 3 greenhouse gas emissions

Global energy consumption

Percentage of electricity purchased on renewable energy contracts

Water consumption (where data is available)

Waste (where data is available)





In line with prior years, the Group will report 2023 scope 3 data within its forthcoming 2023-24 ESG

Report, expected to be published in Q2 2024.

At the time of reporting, climate-related metrics are not linked to remuneration. Entain does not

currently have an internal carbon price.

(b) Disclose Scope 1,

Scope 2, and, if

appropriate, Scope

3 greenhouse gas

(GHG) emissions,

and the related

risks.

FC 

2023, and 2021, showing historical trends. We use the GHG Protocol Corporate Standard and GHG

Protocol Corporate Value Chain (Scope 3) Standard as our methodology, using the ‘operational

control’ boundary to disclose this information.

Given the reputational risk of inaccurate reporting and the need for high-quality ESG data, we

commissioned the Carbon Trust to assure our Scope 1, 2, and 3 data. Assurance of our Scope 1 and

2 information has taken place since 2019, and our Scope 3 data for 2021 and 2022 has now been

completed. These assurance statements available on the Entain website.

targets used by

the organisation to

manage climate-

related risks and

opportunities

and performance

against targets.

C 

Committee Report on page 131, linked with customer satisfaction and safer betting and gaming.

Currently, Entain does not have a climate-related target that is linked with remuneration.

As described on pages 50 to 51, we have set a Net Zero by 2035 target, which is underpinned by a

near-term reduction target of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline

year. In 2023, we started quantifying the impact of climate-related threats and opportunities. As





climate threats and opportunities. We will continue this in 2024 with further disclosures against





59Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

TCFD



Link to Strategic

Priorities (see pages

23 to 25)

Principal

Risks Potential Impact

Physical Risk

Acute

Medium-term

5 – Drive

Market Share

08 –

execution of

the Group

Strategy

Threat: Disruption of live events on trading markets due to increased

 We see the risk of this in climate

scenarios where extreme weather events continue to affect society, sporting

events and other events that are critical to our markets. This may manifest

itself in last-minute cancellations or postponement of live events, which has

the potential to negatively impact revenues.

Physical Risk

Acute

Medium to

Long-term

3 – Tech & product

5 – Drive

market share

08 –

execution of

the Group

Strategy

 Entain

operates globally, and our climate-related physical risks will vary across our

markets and global operations. There are several key sites which are critical

to the day-to-day operations of the Group and where disruptions would

impact our ability to provide customers with our products and generate

revenues.

Physical Risk

Acute

Long-term

3 – Tech & product

5 – Drive

market share

02 – Data

Privacy

and Cyber

resilience

07 – Maintain

Technology

platform

resilience

08 –

execution of

the Group

Strategy

 Our

operations are highly dependent on technology and advanced information

systems. A disruption or interruption due to weather events in our critical

digital value chain could affect trading and customer experience.

Physical Risk

Chronic

Short-term

4 – 08 –

execution of

the Group

Strategy

Threat: Increased operational costs. In scenarios where global warming

is most prevalent, we may see an increase in costs for cooling our

infrastructure. This may have implications in terms of operating expenditure

due to increased energy usage, as well as capital expenditure where new

systems may need to be installed. Alternately, in a 1.5

scenario, we may





Physical Risk

Chronic

Medium-term

4 – 09 – ensure

Health,

safety,

security and

well-being of

employees,

customers,

and

communities

 In

the 2

and 3

scenarios, our colleagues may be impacted by the effects of

climate change in the medium to long term. The increase in vector-borne

diseases in new locations in the long term may also impact absentee rates.

Similarly, travel disruptions and increased costs of living may affect our

colleagues’ ability to travel to work.

Transition Risk

Policy & Legal

Short-term

2 – Key Markets

4 –

01 – Laws,

Regulations,

Licensing and

Regulatory

Compliance

Threat: Increased regulatory requirements to disclose our climate

impacts and demonstrate progress against our targets. This risk is

particularly relevant to our strategy to grow in key markets, notably our

BetMGM and US strategic priority, where operations in these markets may

require further compliance with climate-related reporting regulations. This

may lead to increases in costs of compliance, such as external assurance

costs, and penalties for non-compliance.

Table 2- Summary of our most material climate-related risks and opportunities and their

estimated impact

60 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

TCFD

Business Impact

Strategic Response & Resilience1.5

As a global entertainment business, Entain facilitates betting and gaming across more than 30

sports and offers betting opportunities on more than 40,000 different events in any given week. The



In response to this threat, we have incorporated physical climate-related risks into the management



Business continuity plans and arrangements for off-site data storage, alternative system availability

and remote working for key operational colleagues and senior management have been tested to

certain extents throughout the Covid-19 pandemic and continue to be subject to ongoing review.

We are managing this threat by incorporating climate-related physical risks into the management

of our current Principal Risk – Maintain Technology Platform Excellence. Our technology resilience

is supported by robust operational procedures and business continuity plans. All critical revenue-

generating systems are built to mission-critical and high availability standards with all operational

data across the ecosystem protected, replicated, and safeguarded. As part of the Group’s technology

strategy and objectives we are continuously enhancing our processes and making further

improvements and, where necessary, to automate the Group’s full geographical disaster recovery

capability.

We are already addressing this threat through the decarbonisation of our operations (please



improvements.

Supporting our colleagues is an essential part of our ESG strategy and we will continue to monitor

the needs of our colleagues to make Entain the best place to work. As stated above, we already have

arrangements in place for remote working across our different business functions and operations. We

have worked with our IT teams to ensure that all colleagues (excluding colleagues working in shops)

have the equipment they need to work remotely.

We have an established process in place to report robust organisational emissions – which are

assured annually by the Carbon Trust – to comply with our requirements as a UK-listed company.

At the beginning of 2024, we started implementing Normative’s carbon accounting tool to continue

improving our data collection and quality. We continue to monitor changing regulation in the markets

and jurisdictions where we operate and improve the robustness of our emissions reporting.

Key:

Low Medium High Very High

61Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

TCFD



Link to Strategic

Priorities (see pages

23 to 25)

Principal

Risks Potential Impact

Transition Risk

Market

Long-term

1 – Portfolio Review

5 – Drive

market share

Threat: Changing Customer Behaviour. In the 2

and 3

scenarios,

reducing crop yields and supply chain shocks may increase the cost of living

in the short to medium term. This may reduce the income available to our

customers to spend on entertainment. In addition, more extreme weather

events may lead to changes in how customers engage with our products.

For example, we may experience a decrease in the footfall of customers

travelling in person to our shops. We could also notice an increase in

customers receiving entertainment within the home, with a positive impact

on our digital business and ability to attract new audiences.

Transition Risk

Technology

Reputation

Short to

Medium-term

4 – 

decarbonisation process. It remains uncertain how the wider economy will

respond to climate change, and therefore the availability and pricing of low-

carbon solutions. In the 2

and 3

scenarios, the availability of low-carbon

alternatives would be lower. This has the potential for lower availability of

these products and services, in turn leading to increased costs for reaching

our net zero target. Our suppliers may face similar challenges and fail to

support our Net Zero commitment, impacting our ability to decarbonise our

business within the timeline we set. This would have follow-on reputational

risks to the Group. In the longer term, we also see a risk due to price

uncertainty in credible carbon removals that will be required to mitigate any

of our residual emissions to achieve our Net Zero target in 2035, in line with

the Science Based Targets Initiative (SBTi)’s Net Zero Standard.

Opportunity

Products



Short-term

 06 –

Attracting

and retaining

key talent

Opportunity: Sustainability Leadership. In a 1.5

scenario, where

there is immediate and rapid decarbonisation, we anticipate ambitious

decarbonisation commitments from our suppliers and greater availability of

lower-emissions products and services at scale, reducing the costs required

to deliver our net-zero strategy. This presents Entain with an opportunity



2035 ambition.

Table 2- Summary of our most material climate-related risks and opportunities and their

estimated impact

continued

62 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

TCFD

Business Impact

Strategic Response & Resilience1.5

We don’t anticipate this threat to materialise in the short to medium-term. Furthermore, our access

to both the online and retail markets mitigates the threat of a reduced footfall in our shops as we

can offer our products to customers directly in their homes. We will continue to monitor changes in



expenditure decisions when considering the location of our shops.





certainty. We are also actively engaging with our suppliers on decarbonisation, with an initial focus

on these 19 suppliers who represent over a third of our scope 3 emissions. Our new partnership with



from our suppliers. Whilst the price of offset is not a threat for the Group in the short to mid-term, we

will continue to monitor carbon markets and carbon removal standards developments.

Entain has the necessary strategy and governance in place to seize this opportunity. Decarbonisation

is a central part of our ESG Strategy. We are committed to achieve Net Zero emissions by 2035 and

are now focused on achieving our near-term science-based target. We have committed to a reduction

of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline year. This has been

submitted to the Science-based Targets initiative to ensure our journey to decarbonisation is in line

with limiting global warming to 1.5

, as per the Paris Agreement. Our Net Zero Action Group, which



to board-level Sustainable & Compliance Committee. Please refer to page 43 for more details.

Table 3 – Entain’s Climate Change Scenarios

The three scenarios used in identifying Entain’s climate-related threats and opportunities have been tailored for the group, based on

a combination of evidence and sources, primarily provided by the Intergovernmental Panel on Climate Change (IPCC), the International

Energy Agency (“IEA”), and the Principles for Responsible Investment (PRI).

Scenario Basis Description

1.5OC  

PRI IPR: 1.5C Required Policy Scenario

Action taken has achieved the aims set out in the 2015 Paris Agreement

to limit climate change rise to below 1.5°C of pre-industrial levels, but with



2.0oC

 

PRI IPR: Forecast Policy Scenario

Not much has changed from today. Some action has been taken, but it’s very

much business as usual. Uncertainty increases and impacts of a changing

climate manifest themselves in vulnerable parts of the world.

3.0oC

 Economies around the world have continued to be powered by fossil fuels.

As a result, the planet reaches a point where it is in crisis and well past the

point of no return by 2030. Global warming has accelerated and changes in

climate are all around, tangible and, in some cases, catastrophic.

Key:

Low Medium High Very High

63Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

TCFD

Engaging with

stakeholders

In addition, the Remuneration Committee

assesses the overall performance of

the Group, including progress against

its responsible betting and gaming

ambitions as well as delivery against its

Environmental, Social and Governance

(“ESG”) strategy to support decision making

on remuneration outcomes.

To ensure that the Group continues to

operate in line with good corporate practice,

Directors as part of their induction receive

training on the scope and application of

Section 172 to ensure that they are aware

of how a Board, in its decision making, must

consider its stakeholders.

Our approach

The Board believes in the importance

of engaging in effective communication

with all of its stakeholders. Depending on

the nature of the issue in question, the

relevance of each stakeholder group may

vary and not every decision the Board

makes will necessarily result in a positive

outcome for every stakeholder.

At each meeting the Board ensures that the

process of considering its stakeholders is

embedded in papers it receives to enable it

to discharge its duties. The Board monitors

the progress and delivery of strategic

initiatives through metrics reported

in meetings.

Section 172 of the Companies Act 2006

imposes a general duty on Directors to act

in a way that they consider, in good faith,

to most likely promote the success of the



as a whole. The Directors in setting

policies and strategies continue to have

regard to the interests of the Group’s

employees, shareholders, investors,

suppliers, customers and regulators,

including the impact of its activities on the

community and on the Group’s reputation.

These factors underpin the way in which

the Directors discharge their duties and

the Board is cognisant of the need to

engender strong relationships with all

stakeholders to help the Group deliver its

strategy and support its long-term values

including sustainability.

The Board recognises the importance of effective

governance and operates in line with the UK reporting

regulations. The information below should be read in

conjunction with the rest of the Strategic Report.

Colleagues

In order to gather feedback from colleagues around the Group, Board members

participated in a number of virtual and face-to-face employee events in 2023.



major employment locations.

These Forums are a vital component of

our employee listening and engagement

strategy, enabling our people to discuss

how their teams connect with the

company purpose, strategy and values, as

well as discussing topics that impact them

and their colleagues.

Virginia McDowell, Chair of both the

Sustainability & Compliance and the

Remuneration Committees, is our

appointed Designated Workforce

Director, a position she has held since

2019. Virginia is a regular attendee at

Employee Forums, enabling her to provide

the Board and its Committees with

informed feedback and insight into the

realities of everyday working life at Entain.

Virgina McDowell and Rahul Welde

(Independent Non-Executive Director)

attended both the National Forum AGM

and the Global Engagement Conference

in 2023.

In addition, we regularly hold hybrid

virtual and physical ‘townhall’ meetings

through which our CEO, Board Directors

and senior management provide updates

and dialogue with our colleagues.

Twelve such hybrid townhall meetings



locations In 2023.

We believe that by encouraging and

supporting a diverse workforce where

individuals can thrive and success no

matter their background, is the best

way maximise our talent pool and better

represent our global customer-base.

We do not discriminate on the basis

of age, disability, gender or gender

reassignment, pregnancy or maternity,

race, religion or belief, sexual orientation



Read more: pages 53 to 57

64 Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Shareholders







and sustainability objectives. The Group undertakes regular conference calls and



and group calls, publication of the Annual Report, dedicated ESG Report, press

releases and Stock Exchange announcements. In 2023, the Group conducted a









In addition to these meetings and

conferences, as well as the usual trading



calendar, the Group also held four

shareholder events throughout the year.

These included a detailed business and

strategy update held In November 2023;

two updates on the performance of

the Group’s BetMGM joint venture and;

Entain Sustain, a virtual showcase and

presentation of the Group’s refreshed

sustainability strategy in December.

The Board receives feedback on

shareholder views through a variety of

channels, including regular meetings

throughout the year between

shareholders, our Chairman and executive

management. In addition to providing

the Board with updates on shareholder

discussion topics as part of its regular

Board reports, over the past year the

investor relations team conducted three

feedback and audit exercises to enable

us to better address investors views

based on a number of satisfaction and



including perception of the Group’s

strategy, management and opportunities

as well as delivery versus expectations

and transparency.

The quantitative analysis and qualitative

feedback were presented to the Board

during the year. The audits showed

positive progress in investor engagement

through the year with Entain performing

more positively than the benchmark

in all measures. In addition, Board

members listen in to results and trading

updates held by the Group for analysts

and institutional investors and can hear

directly the questions and comments

on Company performance and are



commentary on the Company throughout

the year.

Customers

Our customers’ interests range from product availability, ethical behaviour, service,

pricing and promoting responsible attitudes to betting and gaming. The Group, as

part of its commitment to safer betting and gaming, engages through initiatives





Our industry-leading ARC

safer betting and gaming programme was developed in

recognition of the importance of tailoring our approach to the individual customer and

providing them with the protection and assurance which they should expect from us.

Read more: pages 8 to 11

65Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Engaging with

stakeholders

Suppliers



customer and creditor payment policies. As part of the three-year modern slavery





necessary, request the completion of supplier self-assessment questionnaires.

As part of approach to ensuring a responsible supply chain, last year engaged

EcoVadis, the world’s largest platform for supplier sustainability ratings.

The EcoVadis platform enables us to evaluate our key suppliers and set corrective

action plans across four topics – environment, labour and human rights, ethics, and

sustainable procurement.

Our supplier interests range from fair trading, payment terms, success of the business

and long-term partnerships. The Group engages with suppliers by direct engagement,

supplier conferences and corporate responsibility and ethics reporting. The Board in its

duties receives regular reporting on retail performance and modern slave.

Read more: page 55

Our Communities



and good causes including safer betting and gaming measures, investment in

grassroots sport, reducing environmental impact, diversity in technology and



Entain has committed to investing £100m



range of initiatives and good causes In

areas including safer betting and gaming

measures, investment in grassroots sport,

reducing environmental impact, diversity

in technology and projects with a clear link

to our local communities.



the Group’s Pitching In grassroots sport

investment programme, through which

the Entain Foundation supports The

Trident Leagues in the UK, made up of

248 clubs at the heart of England’s non-

league football pyramid. The Foundation

also supports a range projects to promote

diversity in and through technology and

partnered with ComputerAid and the

Turing Trust in 2023 to deliver community

hubs in sub-Saharan Africa. The Company

provides a comprehensive update to

stakeholders through the publication of

both annual ESG report and annual Social

Impact Report.

The Board has overall oversight of

corporate responsibility planning and

reporting as well as involvement in

corporate affairs strategy which is

delegated to the Sustainability and

Compliance Committee. The Sustainability

and Compliance Committee is advised

by the executive ESG Steering Group and

also works with external consultants

which assist the operational units and

review the environmental and social

performance data.

Read more: pages 36 to 37

Regulators





stakeholders. These include regulators, investors, trade associations, safer betting

and gaming charities and customers. This engagement is core to our ability to







regulators on an open and regular basis helps us to ensure that each of them



policymakers shape our industry environment to best serve our stakeholder group



Governments and regulators

UK Government departments.

UK Gambling Commission.

Governments and regulators

in territories where we hold

gaming licences.

US state licensing bodies.

National information commissioners.

Domestic and International

trade Associations.

What are their expectations?

Providing an enjoyable and safe

leisure experience.

Making sure we operate legally and in a

fair manner.

Minimising harm and maximising

player protection.

Ensuring that we protect the young and

the vulnerable.

Reducing crime and unlawful behaviour.



Ongoing dialogue with regulators,

domestic and international trade

associations and local authorities.

Responding to the UK Government’s

Review of the 2005 Gambling Act.

Numerous face-to-face

meetings bilaterally or as part of

industry meetings.

Quarterly meetings, at a minimum,

between the UK Gambling Commission

and senior members of Entain’s

leadership team.

Detailing governance, risk management

and safer betting and gaming

strategies through submission to the

UK Gambling Commission Annual

Assurance Statement process.

Partnerships with the GB Health &

Safety Executive.

Engagement with the Nevada Gaming

Commission’s Compliance Committee

Formal meetings with our regulators in

Gibraltar, Malta, the US and our other

global regulated jurisdictions.

Engage with the Department of

Justice in Ireland as it implements

new Anti-Money Laundering



Respond to formal regulatory

consultations including most recently

the call for evidence on affordability

by the

UK Gambling Commission and RG

consultations in Spain and Sweden.

e-betting and gaming international

workshops in Spain, annual industry

meeting in Denmark and the ‘Licensing

information session’ in Germany.

Suspicious activity disclosed to relevant

national bodies and membership of



Engagement with regulatory authorities

in regulating markets via local

associations and advisors in the run up

to licensing (eg Finland, Brazil).

67Entain plc Annual Report 2023

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Engaging with

stakeholders

Rob Wood

Chief Financial Ofﬁcer



1 Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 202368

Financial Highlights:

Group NGR (excluding US) up +11% (+11%cc

), -2% on a proforma basis

– Online NGR up +12% (+12%cc

) in 2023, -3% on a proforma basis

• Excluding regulatory impacts, underlying proforma Online NGR growth of

+3%cc

• Record level of Online active customers, +23% YoY, +10% proforma

– Retail NGR up +9% (+8%cc

), proforma +2%cc

, reﬂecting the acquired shops

in New Zealand and Poland, and the continued strength of the retail estate

BetMGM delivered a strong performance through the year

– 2023 NGR of $1.96bn, +36% year on year at the top end of expectations

– 14% market share in sports betting and iGaming in the markets where

BetMGM operates

– Positive EBITDA for H2 2023

Group proﬁt after tax before separately disclosed items was £339.1m

(2022: £223.9m)

Group loss after tax was £878.7m (proﬁt of £32.9m), reﬂecting the DPA

settlement and impairment charges related to Australia point of consumption

tax increases and portfolio optimisation

Net debt of £3,290.9m (2022: £2,749.8m) and leverage of 3.3x

(3.1x proforma

)

Adjusted diluted EPS of 44.2p (2022: 60.5p)

Second Interim Dividend of 8.9p per share announced, bringing the total

dividend for the year to 17.8p per share

Financial Results and the use of non-GAAP measures

The Group’s statutory ﬁnancial information is prepared in accordance with International

Financial Reporting Standards (“IFRS”) and IFRS Interpretations Committee (IFRS IC)

pronouncements as adopted for use in the European Union. In addition to the statutory

information provided, management have also provided additional information in the

formof constant currency

, proforma

, Contribution

and EBITDA

as these metrics

are industry standard KPIs which help facilitate the understanding of the Group’s

performance in comparison to its peers. A full reconciliation of these non-GAAP measures

is provided within the Income Statement and supporting memo.

















 Annual Report 2023 69

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview

Financial Performance Review

Group

Year Ended 31 December

Results

2023

£m

2022

£m

Change

NGR 4,833.1 4,348.9 11% 11%

VAT/GST

(63.5) (52.0) (22%) (29%)

Revenue

4,769.6 4,296.9 11% 11%

Gross proﬁt

2,907.0 2,714.7 7%

Contribution

2,279.4 2,128.9 7%

Operating costs excluding marketing costs (1,271.5) (1,135.7) (12%)

Underlying EBITDA

1,007.9 993.2 1%

Share based payments

(21.7) (19.2) (13%)

Underlying depreciation and amortisation

(301.5) (238.1) (27%)

Share of JV (loss)/income (42.9) (194.1) 78%

Underlying operating proﬁt

641.8 541.8 18%

Results

NGR and Revenue increased by +11% versus 2022 (+11%cc

), with proforma

growth in Retail and the beneﬁt of acquisitions more than

offsetting a -3%cc

proforma

decline in Online NGR, as we continue to face regulatory headwinds in both the UK and Germany and

experienced soft trading in Australia and Brazil. Total Online NGR was +12% ahead of 2022 whilst Retail NGR was +9% ahead.

Contribution

in the year of £2,279.4m was +7% higher than 2022 reﬂecting the increase in NGR, offset by a reduction in contribution

margin of -1.8pp, due to territory mix, increased taxation in Australia and the reclassiﬁcation of certain content costs in Retail to cost of

sales rather than operating costs, following the move to a revenue share arrangement.

Operating costs were 12% higher due to the impact of acquisitions (8pp), FX (1pp) and underlying inﬂation, including wage rate and

energy price inﬂation, partially offset by the reclassiﬁcation of costs to cost of sales. Resulting in underlying EBITDA5 of £1,007.9m, +1%

higher than 2022.

Share based payment charges were £2.5m higher than last year, while underlying depreciation and amortisation was 27% higher,

reﬂecting the impact of businesses acquired in the year (14pp), the annualisation of prior year acquisitions and continued investment in

the business. Share of JV losses of £42.9m includes an operating loss of £42.0m relating to BetMGM (2022: £193.9m), which was in line

with expectations.

Group underlying operating proﬁt

was +18% ahead of 2022. After charging separately disclosed items of £1,286.5m (2022: £213.2m),

Group operating loss was £644.7m (2022: proﬁt of 328.6m).

Online

Year Ended 31 December

Results

2023

£m

2022

£m

Change

Sports wagers 13,724.5 14,090.5 (3%) (2%)

Sports margin 13.7% 12.9% 0.8pp

Sports NGR 1,531.0 1,443.7 6% 7%

Gaming NGR 1,837.6 1,576.9 17% 15%

B2B NGR 57.9 29.9 94% 90%

Total NGR

3,426.5 3,050.5 12% 12%

VAT/GST (59.9) (52.0) (15%) (21%)

Revenue

3,366.6 2,998.5 12% 12%

Gross proﬁt 1,980.1 1,829.6 8%

Contribution

1,369.8 1,254.2 9%

Contribution

margin 40.0% 41.1% (1.1pp)

Operating costs excluding marketing costs (512.4) (426.0) (20%)

Underlying EBITDA

857.4 828.2 4%

Share based payments (7.3) (7.8) 6%

Underlying depreciation and amortisation (160.2) (118.3) (35%)

Share of JV (loss)/income

(1.4) (0.2) (600%)

Underlying operating proﬁt

688.5 701.9 (2%)

 Annual Report 202370

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview

Results

Whilst there is underlying momentum in a number of our key markets, regulatory headwinds in the UK and Germany, as well as weaker

trading in Australia and Brazil, impacted NGR performance in 2023. Resulting proforma3 Online NGR was down -3%cc

in the year but,

with the beneﬁt of acquisitions total Online NGR was +12%cc

ahead of 2022. Whilst proforma

NGR was down year on year, actives

grew +10% year on year on a proforma

basis, emphasising the ongoing attraction of our brands to our customers.

In the UK, we continue to absorb the impact of regulatory changes and as a result NGR was down -6%. Excluding the impact of these

regulatory headwinds, we estimate that underlying NGR was +4% ahead of 2022, while actives were +18% higher than the same period

last year.

In Italy, constant currency

NGR was +3% ahead of 2022. Whilst our brands, along with the rest of the market, lost online market share

to one of the leading operators during 2023, our omni-channel offering continues to resonate with customers with combined Online and

Retail NGR +63%cc

ahead of pre-Covid levels.

Local market conditions in Australia have been challenging during 2023 leaving year on year NGR -6% down on a constant currency

basis. Whilst we expect trading to remain challenging in 2024, we remain conﬁdent in our strategy focusing on brand differentiation,

newand innovative products and the customer experience.

In Germany, whilst we have seen some non-compliant operators exit the market, the continued lack of robust regulatory enforcement

as well as new regulation last Summer continues to impact the business. Resulting NGR in 2023 was -26% behind 2022 on a constant

currency

basis, primarily driven by lower spend per head. Whilst we received our gaming licences in November 2022, it is disappointing

that we are still yet to see the level of enforcement action that is needed in this market to combat unlicensed operators and ensure

customers are protected.

In Brazil, we continue to see a ﬁercely competitive market ahead of regulation with a signiﬁcant increase in the amount spent on

marketing by various operators. Whilst we were initially slow to react to changes in the market, we are conﬁdent that following a change

in our regional leadership we now have the team and localised expertise needed to regain share in this exciting growth market, an

opportunity that our 365Scores acquisition will help us further leverage. NGR in Brazil was -14%cc

behind the prior year.

Georgia NGR was +7%cc

ahead of 2022 on a constant currency2 basis, with our Crystalbet brand performing strongly following the

implementation of new regulation in the prior year. Following a strong 2023, our Crystalbet brand continues to be the market leader

in Georgia.

In the Baltics , proforma

NGR was +3%cc

ahead of 2022 despite high inﬂation rates in the region. Our brands remain resilient despite

the economic pressures in the Baltic states and we continue to attract more customers each year with proforma3 actives +13% ahead

of 2022.

Our Entain CEE business continues to perform well with proforma

NGR +13%cc

ahead year on year. NGR in our SuperSport business in

Croatia was +29%cc

ahead of 2022 (proforma

) maintaining its position as the market leader. NGR in our recent acquisition in Poland,

STS, was ﬂat year on year with c4%cc

growth to the end of Q3 offset by poor margins in October.

NGR in our newly acquired New Zealand business was £84.7m in 2023, slightly ahead year on year on a proforma

basis.

Contribution

margin of 40.0% was in line with guidance but 1.1pp behind 2022 due to territory mix and the impact of additional taxation

in Australia which was implemented in H2 of 2022.

Operating costs were 20% higher than 2022 with recent acquisitions driving 16pp of the increase and FX 1pp with the remaining 3pp

due to underlying inﬂation offset by the initial beneﬁts from Project Romer.

Underlying EBITDA

of £857.4m was +4% ahead of 2022, albeit ﬂ at year on year excluding the beneﬁt of TAB NZ accounting

treatment to 2023, reﬂecting the contribution

from acquired businesses offset by the decline in proforma

NGR and 1.1pp reduction in

contribution margin.

Resulting underlying operating proﬁt

of £688.5m was £13.4m behind 2022 with depreciation and amortisation of £160.2m, £41.9m

higher than 2022, half of which is a result of the impact of new acquisitions, including annualisation of those in the prior year, with the

remainder of the increase due to recent investment in our technology and product. After charging separately disclosed items of £481.1m

(2022: £114.0m), operating proﬁt was £207.4m (2022: £701.9m).

 Annual Report 2023 71

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview

Retail

The Retail business is made up of our Retail estates in the UK, Italy, Belgium, Croatia, New Zealand, Republic of Ireland and Poland.

Year Ended 31 December

Results

2023

£m

2022

£m

Change

Sports wagers 4,341.7 3,827.3 12% 11%

Sports margin 18.9% 18.3% 0.6pp

Sports NGR/Revenue 813.0 705.2 15% 14%

Machines NGR/Revenue 573.7 572.6 0% 0%

NGR

1,386.7 1,277.8 9% 8%

VAT/GST

(3.6) –––

Revenue

1,383.1 1,277.8 8% 8%

Gross proﬁt

900.2 860.0 5%

Contribution

890.3 852.1 4%

Contribution

margin 64.2% 66.7% (2.5pp)

Operating costs excluding marketing costs

(606.1) (571.9) (6%)

Underlying EBITDA

284.2 280.2 1%

Share based payments

(2.4) (2.3) (4%)

Underlying depreciation and amortisation

(132.1) (112.4) (18%)

Share of JV income

– ––

Underlying operating proﬁt

149.7 165.5 (10%)

Results

Our Retail businesses continue to show the strength of their offer and customer appeal with 2023 Revenue and NGR both +8%cc

ahead

of 2022 and proforma

NGR +2%cc

ahead.

In the UK, NGR was +2% ahead of 2022 on a LFL

basis, with strong performance across both sports and gaming. Our strong underlying

performance continues to be driven by an ongoing focus on market leading content for our gaming machines and betting terminals with

both providing a proposition akin to the digital offering but combined with the in-shop experience that cannot be replicated online.

NGR in Italy was up +16% on a constant currency

basis with a number of enhancements to our offering and the customer

experience including cash-out, reduced minimum bet sizes and continuous development of our SSBT proposition driving greater

customer engagement.

Proforma3 NGR in Croatia grew at +14%cc

year on year further enhancing our market leading position and reﬂecting our program of

improvements to the customer offer, including the introduction of a loyalty scheme and enhanced sports content.

In Belgium, NGR was up +10%cc

with Ireland NGR +1%cc

ahead year on year. Our newly acquired Retail businesses in Poland and

New Zealand contributed £40.4m of NGR during 2023.

Contribution

of £890.3m was +4% ahead of 2022 with contribution

margin falling by 2.5pp due to territory mix and the impact

of certain content costs (1pp) which are now classiﬁed as cost of sales rather than operating costs as they move to revenue share

arrangements from ﬁxed fees.

Operating costs were 6% higher than in 2022 with the impact of acquisitions (5pp) and inﬂation, including wage rate and energy price

inﬂation, more than offsetting the beneﬁt of costs which are now classiﬁed within cost of sales.

Resulting underlying EBITDA

of £284.2m was £4.0m ahead of 2022. Depreciation of £132.1m was £19.7m higher than 2022, largely

due to the impact of acquisitions and the continued investment in our retail estates. Underlying operating proﬁt

of £149.7m was £15.8m

behind 2022 and, after charging £22.8m of separately disclosed items (2022: £57.4m), operating proﬁt was £126.9m, £18.8m ahead of

last year.

New Opportunities

Year Ended 31 December

Results

2023

£m

2022

£m

Change

Underlying EBITDA

(29.3) (29.1) (1%)

Share based payments (0.7) (0.3) (133%)

Underlying depreciation and amortisation (5.7) (4.5) (27%)

Share of JV (loss)/income

(1.5) (0.4) (275%)

Underlying operating loss

(37.2) (34.3) (8%)

 Annual Report 202372

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview

Results

New Opportunities underlying costs

of £29.3m were 1% higher than 2022 with increased start-up marketing costs in our Unikrn brand

offset by reduced costs associated with our innovation programme. Unikrn has now been closed as a B2C operation and development

of our e-Sports wagering offering is now focused on our existing labels. After depreciation and amortisation and share of JV loss, New

Opportunities underlying operating loss

was £37.2m, an increase in losses of £2.9m on 2022 and, after charging separately disclosed

items of £44.3m (2022: £nil), was a loss of £81.5m, £47.2m more than in the prior year.

Other

Year Ended 31 December

Results

2023

£m

2022

£m

Change

NGR/Revenue 26.7 25.1 6% 6%

Gross proﬁt

26.7 25.1 6%

Contribution

26.3 25.0 5%

Operating costs excluding marketing costs

(21.0) (20.1) (4%)

Underlying EBITDA

5.3 4.9 8%

Share based payments – ––

Underlying depreciation and amortisation

(2.7) (2.7) –

Share of JV income 2.0 0.4 400%

Underlying operating proﬁt

4.6 2.6 77%

Results

NGR of £26.7m was 6% higher than 2022 driven by additional income in our greyhound stadia with 2022 impacted by adverse weather.

Underlying EBITDA

of £5.3m was an increase of £0.4m on 2022, with the additional NGR offset by increased overheads associated

with the aforementioned increase in number of meets. Underlying operating proﬁt

of £4.6m was £2.0m ahead of last year and after

charging separately disclosed items of £nil (2022: £0.7m) was £2.7m ahead of 2022.

Corporate

Year Ended 31 December

Results

2023

£m

2022

£m

Change

Underlying EBITDA

(109.7) (91.0) (21%)

Share based payments (11.3) (8.8) (28%)

Underlying depreciation and amortisation (0.8) (0.2) (300%)

Share of JV loss (42.0) (193.9) 78%

Underlying operating loss

(163.8) (293.9) 44%

Results

Corporate underlying costs

of £109.7m were £18.7m higher than last year driven by increases in our contributions to Research,

Education and Treatment, including GambleAware, increased legal costs and ongoing investment in our governance policies

and procedures.

After share based payments, depreciation and amortisation and share of JV losses, Corporate underlying operating loss

was £163.8m,

a decrease of £130.1m. The share of JV loss of £42.0m relates to BetMGM. After charging separately disclosed items of £737.2m

(2022: £41.1m), the operating loss was £902.0m versus £335.0m in 2022.

Notes

1. 2023 and 2022 statutory results are audited with the tables presented relating to continuing operations and include both statutory and non-statutory measures.

2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2023 exchange rates.

3. Proforma references include all 2022 and 2023 acquisitions as if they had been part of the Group since 1 January 2022.

4. Contribution represents gross proﬁt less marketing costs and is a key performance metric used by the Group, particularly in Online.

5. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately disclosed items.

6. Stated pre separately disclosed items.

7. UK Retail LFL YoY NGR is calculated based on shops that traded for the full year in both 2023 and 2022.

 Annual Report 2023 73

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview

Statutory Performance Review

Year Ended 31 December

Results

2023

£m

2022

£m

Change

NGR 4,833.1 4,348.9 11% 11%

Revenue 4,769.6 4,296.9 11% 11%

Gross proﬁt 2,907.0 2,714.7 7%

Contribution

2,279.4 2,128.9 7%

Underlying EBITDA

1,007.9 993.2 1%

Share based payments (21.7) (19.2) (13%)

Underlying depreciation and amortisation

(301.5) (238.1) (27%)

Share of JV loss (42.9) (194.1) 78%

Underlying operating proﬁt

641.8 541.8 18%

Net underlying ﬁ nance costs

(229.4) (84.7)

Net foreign exchange/ﬁnancial instruments

32.5 (135.3)

Proﬁt before tax pre separately disclosed items

444.9 321.8

Separately disclosed items:

Amortisation of acquired intangibles

(254.6) (116.9)

Recognition of HMRC settlement liability (585.0) –

Other (447.9) (102.0)

(Loss)/proﬁt before tax (842.6) 102.9

Tax

(36.1) (70.0)

(Loss)/proﬁt after tax from continuing activities (878.7) 32.9

Discontinued operations

(57.8) (13.4)

(Loss)/proﬁt after tax (936.5) 19.5

NGR and Revenue

Group NGR and revenue were +11% ahead of last year and the same on a constant currency basis

, with Online NGR +12% and Retail

NGR +9% year on year. Further details are provided in the Financial Performance Review section.

Underlying operating proﬁt

The Group reported underlying operating proﬁt

of £641.8m, +18% ahead of 2022 (2022: £541.8m). Underlying EBITDA

was +1%

ahead, with the increase in revenue offset by additional taxes, particularly in Australia, and increased operating costs largely associated

with acquired businesses and inﬂation. Depreciation and amortisation was -27% higher than 2022 driven by depreciation on acquired

businesses as well as on our recent investment in product and technology. The Group’s share of BetMGM losses in the period were

£42.0m, £152.1m lower than 2022 as the business continues on its path to proﬁtability. Analysis of the Group’s performance for the

period is detailed in the Financial Performance Review section.

Financing costs

Underlying ﬁnance costs of £229.4m excluding separately disclosed items of £1.0m (2022: £5.7m) were £144.7m higher than 2022

driven by interest on the Group’s new $1bn USD term loan, which was raised in Q4 of 2022, increased drawdowns on the Group’s RCF

and the impact of the increase in global interest rates.

Net gains on ﬁnancial instruments, driven primarily by a foreign exchange gain on re-translation of debt related items, were £32.5m in

the period (2022: £135.3m loss). This gain is offset by a foreign exchange loss on the translation of assets in overseas subsidiaries which

is recognised in reserves and forms part of the Group’s commercial hedging strategy.

Separately disclosed items

Items separately disclosed before tax for the year amount to £1,287.5m (2022: £218.9m) and relate to the Deferred Prosecution

Agreement (“DPA”) with the Crown Prosecution Service of £585.0m (2022: £nil), £254.6m of amortisation on acquired intangibles

(2022: £116.9m), corporate transaction costs of £17.8m (2022: £23.9m), restructuring costs, including the initial costs of Project Romer,

of £49.7m (2022: £11.8m) and legal and onerous contract costs of £17.6m (2022: £8.1m) primarily relating to the legal costs associated

with the HMRC investigation. The Group also recorded a £1.0m loss on disposal of assets (£2022: £1.0m), £71.8m on movements in fair

value of contingent consideration (2022: £1.0m income), primarily relating to discount unwind on Tab NZ consideration, and £1.0m in

ﬁnancing costs (2022: £5.7m).

In addition, the Group has also recognised an impairment charge of £289.0m during the current year (2022: £7.0m) with impairments

recognised against our Australian business of £190.0m, our closed B2C operations in Unikrn and Africa of £78.1m, and smaller

impairments against our ROI Retail business, closed shops and ofﬁces in the UK and our Totolotek business in Poland of £20.9m.

The charge which has arisen in the Group’s Australian CGU is a result of the impact of ongoing increases in the rate of Point of

Consumption tax across certain states and a forecast decline in Australian revenues in 2024 as a result of a reduced market outlook.

 Annual Report 202374

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview

Our Australian business continues to be proﬁtable and strategically important. Post the annualisation of the tax increases and

stabilisation of local market conditions, we expect our Australian business to return to growth.

During the prior year, the Group also recognised a £45.5m charge in respect of the repayment of amounts received under the

Governments Covid Furlough scheme.

Separately disclosed items

2023

£m

2022

£m

Legal settlement (585.0) –

Amortisation of acquired intangibles (254.6) (116.9)

Impairment (289.0) (7.0)

Corporate transaction costs (17.8) (23.9)

Restructuring costs (49.7) (11.8)

Legal and onerous contract costs (17.6) (8.1)

Loss on sale of assets

(1.0) (1.0)

Movement in fair value of contingent consideration

(71.8) 1.0

Other including ﬁnancing

(1.0) (5.7)

Furlough repayments – (45.5)

Total

(1,287.5) (218.9)

Proﬁt/(loss) before tax

The Group’s proﬁt before tax

and separately disclosed items was £444.9m (2022: £321.8m), a year-on-year increase of £123.1m

with the growth in underlying EBITDA

, a decrease in BetMGM losses and a gain on foreign exchange partially offset by the increase in

depreciation and amortisation and interest. After charging separately disclosed items, the Group recorded a pre-tax loss from continuing

operations of £842.6m (2022: £102.9m proﬁt), with the separately disclosed costs discussed above having a signiﬁcant impact on the

reported results.

Taxation

The tax charge on continuing operations for the period was £36.1m (2022: £70.0m), reﬂecting an underlying effective tax rate pre-

BetMGM losses and foreign exchange gains on external debt of 23.0% (2022: 15.4%) and a tax credit on separately disclosed items of

£69.7m (2022: charge of £27.9m).

Discontinued operations

During the current year, the Group recorded a £57.8m (2022: £13.4m) loss in discontinued operations relating to its former Intertrader

business which was disposed of in November 2021. The loss recorded primarily reﬂ ects legal costs associated with historic matters as

well as a provision for a potential settlement with former owners of part of the business following a long running legal dispute.

 Annual Report 2023 75

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview

Cash ﬂow

Year Ended 31 December

2023

£m

2022

£m

Cash generated by operations 810.0 846.9

Corporation tax

(137.3) (106.1)

Interest

(224.6) (100.6)

Net cash generated from operating activities 448.1 640.2

Cash ﬂows from investing activities:

Acquisitions & disposals (1,315.4) (738.6)

Cash acquired/(disposed) 87.9 29.9

Dividends received from associates 9.6 3.6

Capital expenditure

(259.9) (212.0)

Investment in Joint ventures

(40.7) (175.1)

Purchase of investments

(3.1) –

Net cash used in investing activities (1,521.6) (1,092.2)

Cash ﬂows from ﬁnancing activities:

Equity issue

589.8 –

Net proceeds from borrowings

1,780.3 838.4

Repayment of borrowings (1,428.6) (271.8)

Subscription of funds from non-controlling interest

350.5 174.3

Settlement of ﬁ nancial instruments and other ﬁnancial liabilities (279.9) 8.7

Repayment of ﬁnance leases (68.5) (83.0)

Equity dividends paid (106.9) (50.0

Minority dividends paid

(7.4) –

Net cash used in ﬁnancing activities

829.3 616.6

Foreign exchange (13.7) 6.8

Net (decrease)/increase in cash (257.9) 171.4

During the period, the Group had a net cash outﬂow of £257.9m (2022: inﬂow of £171.4m).

Net cash generated by operations was £810.0m (2022: £846.9m) including £1,007.9m of underlying EBITDA

(2022: £993.2m) and a

working capital inﬂ ow of £601.8m largely due to payments not having started on the DPA (2022: £45.9m) offset by separately disclosed

items that are reported in operating activities of £741.9m (2022: £96.0m) including the DPA but excluding items charged to depreciation,

amortisation and impairment as well as a £57.8m loss on discontinued operations (2022: £13.4m). Included within working capital is a

£29.7m outﬂow for balances held with payment service providers as well as customer funds, which are net debt neutral (2022: £47.9m).

During the period £137.3m was paid out in relation to corporate taxes (2022: £106.1m) with a further £224.6m paid out in interest

(2022: £100.6m).

Net cash used in investing activities for the period was £1,521.6m (2022: £1,092.2m) and includes cash outﬂows for acquisitions of

£1,315.4m (2022: £738.6m), net investment in capital expenditure of £259.9m (2022: £212.0m), an additional £40.7m invested in

BetMGM (2022: £175.1m) and £3.1m of other investments (2022: £nil). These outﬂows were partially offset by cash acquired with

acquisitions of £87.9m (2022: £29.9m) and dividends received from associates of £9.6m (2022: £3.6m).

During the period the Group received a net £829.3m (2022: £616.6m) from ﬁnancing activities. £589.8m was raised through the

equity issuance (2022: £nil) with a further £1,780.3m through new ﬁnancing facilities (2022: £838.4) which were used, in part, to

repay £1,428.6m of debt (2022: £271.8m) including £400m against the Group’s retail bond. During the period, the Group also received

£350.5m from minority holdings to meet their obligations under the Supersport earn-out and STS acquisition. These amounts are

recorded in non-controlling interests (2022: £174.3m for the acquisition of SuperSport). £279.9m was paid on settlement of other

ﬁnancial instruments and liabilities, primarily relating to contingent consideration on previous acquisitions. In the prior year, the

Group received £8.7m on the settlement of other ﬁnancial instruments and liabilities as a result of the receipt of £41.6m on the partial

settlement on a number of swap arrangements, partially offset by contingent consideration payments. Lease payments of £68.5m

(2022: £83.0m) including those on non-operational shops, were made in the period.

During the period, the Group also paid £106.9m in equity dividends (2022: £50.0) and £7.4m in dividends to the minority interest in

Entain CEE (2022: £nil).

 Annual Report 202376

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview

Net debt and liquidity

As at 31 December 2023, adjusted net debt

was £3,290.9m and represented an adjusted net debt

to underlying EBITDA

ratio of 3.3x

(3.1x proforma

). The Group has drawn down £295m on the revolving credit facility at 31 December 2023 (2022:£nil).

Par value

£m

Issue costs/

Premium

£m

Total

£m

Term loans (3,420.5) 64.8 (3,356.4)

Interest accrual (1.6) – (1.6)

(3,422.1) 64.8 (3,358.0)

Cash 400.6

Net debt (2,957.4)

Cash held on behalf of customers (196.8)

Fair value of swaps held against debt instruments (85.6)

Other debt related items* 224.8

Lease liabilities (275.9)

Adjusted net debt (3,290.9)

* Other debt related items include balances held with payment service providers, deposits and other similar items

Reﬁnancing

On 1 March 2024, the Group raised an additional £300m of borrowings under a bank loan facility and used the proceeds to repay all

amounts drawn under the Group’s revolving credit facility. Concurrently, the commitments available under the Group’s revolving credit

facility (disclosed in Note 36) were increased by £45m further increasing the Group’s available liquidity. As such, the Group’s revolving

credit facility now has total commitments of £635m which, as at 1 March 2024, was completely undrawn save £5m carved out for letters

of credit and guarantees.

Going Concern

In adopting the going concern basis of preparation in the ﬁnancial statements, the Directors have considered the current trading

performance of the Group, the ﬁ nancial forecasts and the principal risks and uncertainties. In addition, the Directors have considered

all matters discussed in connection with the long-term viability statement including the modelling of ‘severe but plausible’ downside

scenarios such as legislation changes impacting the Group’s Online business and severe data privacy and cybersecurity breaches.

Given the level of the Group’s available cash post the recent extension of certain ﬁnancing facilities (see Note 36) and the forecast

covenant headroom even under the sensitised downside scenarios, the Directors believe that the Group and the Company are well

placed to manage the risks and uncertainties that it faces. As such, the Directors have a reasonable expectation that the Group and the

Company will have adequate ﬁnancial resources to continue in operational existence, for at least 12 months (being the going concern

assessment period) from date of approval of the ﬁnancial statements, and have, therefore, considered it appropriate to adopt the going

concern basis of preparation in the ﬁnancial statements.

Notes

1. 2023 and 2022 statutory results are audited, with the tables presented relating to continuing operations and including both statutory and non-statutory measures.

2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2023 exchange rates.

3. Proforma references include all 2022 and 2023 acquisitions as is they had been part of the Group since 1 January 2022.

4. Contribution represents gross proﬁt less marketing costs and is a key performance metric used by the Group, particularly in Online.

5. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately disclosed items.

6. Stated pre separately disclosed items.

7. Adjusted net debt excludes the DPA settlement of £585.0m. Leverage also excludes any beneﬁt from future BetMGM EBITDA or the payments due to acquire the minority

interests in Entain CEE.

 Annual Report 2023 77

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chief Financial

Ofﬁcer’sReview





Responsibility statement of the

Directors in respect of the annual

ﬁnancial report

We conﬁrm that to the best of

our knowledge:

the ﬁnancial statements, prepared in

accordance with the applicable set of

accounting standards, give a true and

fair view of the assets, liabilities, ﬁnancial

position and proﬁt or loss of the Company

and the undertakings included in the

consolidation taken as a whole; and

the Strategic Report includes a

fair review of the development

and performance of the business

and the position of the issuer and

the undertakings included in the

consolidation taken as a whole, together

with a description of the principal risks

and uncertainties that they face.

We consider the Annual Report and

Accounts, taken as a whole, is fair,

balanced and understandable and provides

the information necessary for shareholders

to assess the Group’s position and

performance, business model and strategy.

Rob Wood

Chief Financial Ofﬁcer & Deputy Chief

Executive Ofﬁcer

07 March 2024

The Directors are responsible for keeping

adequate accounting records that are

sufﬁcient to show and explain the parent

Company’s transactions and disclose

with reasonable accuracy at any time the

ﬁnancial position of the parent Company

and enable them to ensure that its

ﬁnancial statements comply with the Isle

of Man Companies Act 2006. They are

responsible for such internal control as

they determine is necessary to enable

the preparation of ﬁnancial statements

that are free from material misstatement,

whether due to fraud or error, and have

general responsibility for taking such

steps as are reasonably open to them

to safeguard the assets of the Group

and to prevent and detect fraud and

other irregularities.

The Directors are responsible for the

maintenance and integrity of the corporate

and ﬁnancial information included on the

Company’s website. Legislation in the Isle

of Man governing the preparation and

dissemination of ﬁnancial statements may

differ from legislation inother jurisdictions.

In accordance with Disclosure Guidance

and Transparency Rule (“DTR”) 4.1.16R,

the ﬁnancial statements will form part of

the annual ﬁnancial report prepared under

DTR 4.1.17R and 4.1.18R. The auditor’s

report on these ﬁnancial statements

provides no assurance over whether the

annual ﬁnancial report has been prepared

in accordance with those requirements.

The Directors are responsible for preparing

the Annual Report and the Group and

parent Company ﬁnancial statements

in accordance with applicable law

and regulations.

The Directors have elected to prepare

the consolidated ﬁnancial statements in

accordance with International Financial

Reporting Standards and applicable

law and have elected to prepare the

parent Company ﬁnancial statements

in accordance with FRS 101 Reduced

Disclosure Framework.

In preparing each of the Group and

parent Company ﬁnancial statements, the

Directors are required to:

select suitable accounting policies and

then apply them consistently;

make judgements and estimates that are

reasonable and prudent;

for the Group ﬁnancial statements,

state whether applicable accounting

standards have been followed, subject

to any material departures disclosed and

explained in the ﬁnancial statements;

for the parent Company ﬁnancial

statements, state whether applicable

UK accounting standards have

been followed, subject to any

material departures disclosed and

explained in the parent Company

ﬁnancial statements;

assess the Group and parent Company’s

ability to continue as a going concern,

disclosing, as applicable, matters related

to going concern;

use the going concern basis of

accounting unless they either intend

to liquidate the Group or the parent

Company or to cease operations, or have

no realistic alternative but to do so; and

prepare ﬁnancial statements which give

a true and fair view of the state of affairs

of the Group and the parent Company

and of the proﬁt or loss of the Group and

the parent Company for that period.

 Annual Report 202378

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Enterprise Risk Management

Managing Risks

Risk Management Governance

The Board has established and reviewed

procedures to manage risk, oversee internal

control systems and determine the nature



the Company is willing to take in order to

achieve its long-term strategic objectives.

Our Enterprise Risk Management (ERM)

process supports the Board to establish a



emerging Group risks, which are presented

to the Committees of the Board and where

required, directly to the Board in thematic

risk reviews throughout the year by the

Risk Owners, using a consistent format

Risk Dashboard.

The Risk Dashboard highlights whether

strategic objectives can be met in the

current context and indicates how much

action is needed to further manage the

risks to an acceptable level. If objectives

cannot be met, oversight Committees are

asked for additional resources to manage

the risks, or, if no additional resources

are made available, whether they wish

to formally accept the risk exposure or

change objectives. This process embeds

risk appetite decision-making at the

appropriate levels of the Company, with

outcomes noted and communicated back to

the Risk Owners who can then take action

to manage risks accordingly.

The Board retains ultimate responsibility

for the management and oversight of

risk and considers a “top-down” view



risks obtained through the “bottom-up”

ERM process, from this, it establishes the

Principal Risks to the Group and considers

the likelihood of the Principal Risks

occurring and whether risks emerging over



deep dives.

During 2023, we re-structured the Group

Risk Committee, which now meets six

times a year in cadence with our other

Board Committees and Board meetings.

The Group Risk Committee is scheduled

to precede and feed into Committee and

Board meetings where possible, so that risk

information is current and overseen on a

timely basis.

People and Governance

Committee

Whilst the Board is responsible

for the annual review of the

principal risk of attracting and

retaining key talent, as part of

their responsibilities the People

and Governance Committee

continually reviews succession

planning and the susceptibility

of the Group to the risk.

Legal &

Regulatory

Data

Privacy

Retail UK&I

Cyber

& IS

Core Digital TradingLATAM HSSE

Australia

& New

Zealand

Safer

Betting &

Gaming

ProcurementInternational

Tax ,

Treasury &

Insurance

Technology

Customer

Service

Product &

Tech

Property &

Workplace

Corporate

Ethics &

Compliance

People

Services

Integration

PLC Board



Execution of the group strategy

Laws, regulations and compliance

Attracting and retaining key talent

Whilst not a principal risk, the

Board also reviews the Group’s

litigation risk on an ongoing basis

Group Risk Committee Meets six times annually, prior to each Board and Board committee meeting

Sustainability and

Compliance Committee



Health, safety and well-being

Safer betting and gaming

Risk also reviewed continually



Regulatory compliance

and licensing, anti-money

laundering (“AML”), Responsible

gambling, protection and



Audit Committee



Data privacy and cyber

resilience

Maintain technology platform

resilience

Taxes

Trading, liability and

pricing management

Price and service of delivery

from 3rd party suppliers

Remuneration Committee

Whilst the Board is responsible

for the annual review of the

principal risk of attracting

and retaining key talent, as

part of their responsibilities,

the Remuneration Committee

continually reviews this risk and

the mitigating actions in place

to prevent the risk crystalling.

*Delegated oversight and responsible for deep

dive reviews of Group’s principal risks.

Entain plc Annual Report 2023 79

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Effective risk management supports us to

meet our corporate objectives, it helps us

to make risk-based decisions so that we

operate with fewer shocks and allocate

resources in line with our risk appetite.

Our Risk Management Principles:

Tailor an enterprise risk

management system that

improves performance,

encourages innovation, and

supports the achievement of

our objectives.

Integrate and align risk

management across different

strategic, functional, and

operational disciplines, such

as budgeting, compliance,



security, and so on.

Embed risk management as

an integral part of the way

we manage our business,

people, and teams across all

our operations.

Proactively manage our risks

in our fast-changing business

environment, updating and

continuously improving our

risk information to support

decision making at all levels.

Management Process

We work together to use modern risk

management methods (and Entain’s four-



part of our day-to-day decision making

across our entire organisation, minimising

threats to the delivery of our strategy, and

maximising opportunities.

Risk Strategy

At Entain, we are committed to active and

effective risk management, creating, and

protecting value to the organisation and

helping us deliver on our strategic priorities,

managing threats, exploiting opportunities,

and building resilience. We support risk

taking where it is forecast to generate

returns for the business and manage this in

line with our values and ethics.



Risk















Risk Management

Risk management is doing















Our risk landscapes

Current risks

Risks we are managing now that could stop

us achieving our strategic objectives.

Emerging risks

Risks with a future impact from external or

internal opportunities or threats. These can

be slow moving, as well as rapid velocity.

What we assess

 each risk has a

named owner

Impact versus Action: globally applied

scale measuring the amount of action

required to manage the risk to an

acceptable level

Critical controls: subject to internal audit

review and monitoring

Current risk: after existing controls

Risk acceptance: if the risk is acceptable

with the current controls or if additional

actions are needed to manage the risk to

an acceptable level.

Risk appetite:

Actions: identify further actions if

required, with action owners and

due dates

Our bottom-up registers

The bedrock of our risk assessment.

Owned by functions and super-regions,

they identify, analyse, and evaluate risks

and mitigating controls arising from day-to-

day operations globally.



The main output of our risk assessment.

Owned by functions and super-regions,



and opportunities via our ‘impact versus

actions’ scales and subsequent controls

needed to mitigate the threats and exploit

the opportunities arising from day-to-

day operations globally. They include a

description of the risk, reference which

corporate objectives are exposed to the risk,

and what additional support and decisions

are needed to manage the risk to an

acceptable level. The Dashboards are used

to make effective, risk-based decisions on

allocation of resources.



As part of the ERM process, we assess



Financial

Operational

Reputation / Brand

Legal / Regulation

Health & Safety

Entain plc Annual Report 202380

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Risk management process

and methodology







This four step process allows us to ask, ‘Given the context in which we are operating, the risk we face and our ability to

manage them – can we achieve our objectives?’ If we can, then we continue the good work. if we can’t, then we need to

manage the risks further, or change the objectives.



decision

making





Understanding both the external

and internal context in which we are

operating – what is happening and

what might happen to make things



We clarify what we are trying to

achieve – our objectives – whether it is

for the entirety of a strategy, division

or function.

We think through how the context and

objectives may impact each other, both

positively and negatively.



and Report

Ongoing checking of the status of risks

and their controls.

This step involves reviews,

inspections, and audits of the status

of risks, providing risk management

information that is communicated to all

necessary stakeholders.

Assess risks



acknowledge, and describe risks (both

potential opportunities and threats).



both individually and as a collective



risks as well as better understanding

any triggers which may make the

risk happen.



needs to be taken regarding a risk



acceptable level.

Manage risks

Active management of risk with

decisions on the types of controls

needed and the implementation

of controls.

Proactive risk management takes

charge of and changes the nature



comes in line with the amount of risk

we are willing to take in delivering

our objectives.

Where risks are out of line with the

amount of risk we want to take, we

can enhance or add new controls

where necessary.

Entain plc Annual Report 2023 81

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Risk management process

and methodology

Risk Management

Whilst our Board owns and oversees

our ERM programme, risk management

accountability and responsibility are



 

through our Colleagues, who have

responsibility to manage day-to-day risks

in their own areas, they have the insight

to risk that comes from experience and

knowledge. The ERM process engages







procedures, control frameworks and

risk appetite. Local management, and

ultimately the Executive, ensure that risks

are managed and carried out according

to these frameworks.

The second line of sight is provided by our

advisory support teams who specialise

in areas such as ERM, Compliance, Cyber

Security, Legal and HSSE. These advisory

support teams review the controls



whether the controls are adequate, they

form a holistic view of risk across the

Group and capture and escalate risks that

could fall through silos, supporting and

encouraging foresight of risk. This risk

foresight is captured by the ERM and

management teams, who review each

risk register and dashboard on a regular

basis, culminating in review by the Group

Risk Committee, which then escalates





The third line of sight is through

independent Internal and external

audit, who provide assurance over the

effectiveness of critical controls, which

is provided through internal audits,

supplemented by reports from external

assurance providers. We use this

hindsight to adjust our controls in the light

of audit recommendations.

Entain’s Group Code of Conduct and

Whistleblowing Policies, in addition to

our controls framework, are in place to

promote and aid us to ‘Do what’s right’.

Annually the Audit Committee reviews

the adequacy and effectiveness of the

Company’s policies, which sets our tone

for desired risk culture.





A key cornerstone towards robust

governance was accomplished, including

the deployment of a new risk policy,

framework, governance forums, and



Completed the ERM management system

design and approval

Began implementation of our ERM

system through over 50 sessions of risk

management training and workshops,

with work ongoing into 2024 to

implement in our Super Regions, giving a

much clearer view of the company’s most



Reviewed and updated Entain’s risk

scoring criteria, establishing new risk

matrix covering ‘Impact vs Actions’ as

a modern approach to ERM, ensuring

focus on what can be done about the

risk is embedded in our day-to-day risk

management “bottom-up” process.

Delivered new format risk registers,



and monitoring of actions needed to put

further controls in place.

 

Dashboards and presented to the

risk oversight Committees and Board

during the year, facilitating decisions

on risk appetite, required actions and

resource allocation.





analysis, and evaluation of emerging

risks, informed by functions, divisions,

super-regions, subject matter experts

and leadership, to provide a Group-wide

view. In 2023, we undertook a series of

workshops across our risk landscape

to provide a deeper exploration of our

emerging threats and opportunities and

come to a consensus on our response.

As such, the exercise to understand

potential emerging risks has been carried

out during each initial risk workshop,

looking at risks that may occur over 3-, 5-,



the data, common themes have become

apparent, which have been developed

to display and better understand the

information regarding emerging risks.



Our ERM team led the establishment and

implementation of our refreshed approach

to Enterprise Risk Management, which

is aligned with the international risk

standard ISO 31000. During 2023, we have

progressed a consistent approach across

our business through training, engagement,

and application of our new ERM toolkit.

Our colleagues are fundamental to the

success of risk management at Entain.

A positive risk aware culture enables

colleagues at all levels of our organisation

to deliver risk management as an integral

part of their day-to-day activities. We do



Developing a compelling narrative on the



across the Group.

Delivering targeted foundation of risk

management training.

 

each function and region, the culmination

being a robust risk register and

dashboard highlighting those risks which



Collaborative working across the Groups

functions and super-regions utilising the

expertise of external insight.

Articulating risks so they can be clearly

understood so decisions are made on a

more informed basis.

Embedding the consideration of risk

appetite through our risk prioritisation

tool which indicates whether risks are

deemed to be at acceptable levels.



reviewed at oversight Committees and

Board. Embedding risk appetite in our

ERM process has improved our ability

to talk about risk appetite as part of our

risk culture.



As part of the ERM process, the risks



set of criteria using an ‘Impact versus

Action’ matrix which assesses both the

impact to the business and the actions

required to bring those risks within Entain’s

risk appetite. In assessing ‘impact versus



performance, operational processes, legal

and PR and health, safety, and security.



The impact of each risk is measured with



(underlying EBITDA and cash), its

potential operational impact (including

the security of our data), the effect on the

reputation of our brands and whether it

affects our commitment to health, safety,

security, and well-being.

The impact is measured on a scale, from

‘very low’, with limited damage to a

minor stakeholder, and ‘very high’ being

severe, which may have a substantial

impact on the Group affecting many

key stakeholders, including customers.

The action is measured from a range

of no action required to many actions

needed and additional resource required,

also on a scale from ‘very low’ to

‘very high’).

Entain plc Annual Report 202382

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Risk management process

and methodology

Principal Risks







General Counsel



Organic Growth

Margin Expansion

US Market Growth

Impact: Very High

 Audit Committee



Our customers expect a great experience,

including protecting their personal details,

their privacy, their winnings and ensuring

the integrity of our offering. Customers

place a trust on our organisation and

our operations, so it is of paramount

importance that we protect our customers’

data by keeping it secure, in addition,

personal data is subject to stringent data

protection laws around the world, and

we have compliance obligations in the

jurisdictions in which we operate.

A data or security breach could impede

our operations and impact our ability to

serve customers and would undermine

trust in our business and brands,

and could lead to loss of customers,

prosecution, litigation (including class



impact our share price.



The Group has dedicated Cyber Security

and Data Privacy functions entrusted with



of our customers and the company, whilst

ensuring the availability of services and

regulatory compliance.

The experts in our Cyber Security team

constantly scan and adapt our defences to

emerging cyber threats.

We operate to an ISO 27001 Information

Security Management System



and associated policies are constantly

being evaluated, aligned, and applied,

where deemed relevant across the

enlarged Group.

The Data Privacy team, led by the Group’s



privacy programme through designing

policies and training, including on the

use of AI, giving up to date advice to

the business, ensuring standards of

compliance, partnering with the Chief



to improve our data management

practices and providing regular updates

to the Group’s Audit and Sustainability &

Compliance Committees.



Licensing and Regulatory

Compliance

Group General Counsel



Organic Growth

Margin Expansion

US Market Growth

Impact: Very High

 Board



We operate in complex regulatory,



and have multiple licensing obligations,

gambling and non-gambling laws and

regulations, and tax regimes with which

to comply. In addition, on a global basis,

laws and regulations change continuously,

and it can be operationally challenging to

keep pace with legislative or regulatory

change, particularly if we need to adjust

our operations or product offering at short

notice.

As we expand into new markets or laws/

regulations change, our compliance

requirements expand, we need to build

constructive relationships with regulators,

and we are likely to need additional

effort, resource and/or investment into

our internal compliance and governance

efforts.

In 2023, Entain entered into a deferred

prosecution agreement (DPA) relating to

historic bribery allegations in Turkey. All

the above means that compliance efforts

and having a strong, well-resourced

compliance programme in place needs to

remain a top priority.



Our strategy is to operate only in

regulated or regulating markets, which

reduces our exposure to unregulated

markets that may undermine player safety

and pose other legal risks.

Our internal experts monitor for changes

in legislation and regulation and develop

policies, procedures, assurance programs,

and training to enable us to adapt. They

are engaged in due diligence when we

engage new suppliers, onboard new

customers, enter new markets or acquire



the commitments to compliance in our

Code of Conduct.

External legal expertise is sought when

additional specialist support is necessary.

We will ensure that we comply with all

the terms of the DPA and continue to co-

operate with regulators as required.

We consider principal risks to be those

risks, or combination of risks, that, were

they to materialise and not be effectively

controlled, would cause material disruption

to our business model, threatening future

performance, solvency, liquidity, or our

ability to deliver our strategy. Risks at this



Risk dashboard. Group risks are considered,



our Principal Risks.

During our periodic risk reviews, we



in 2022 remain relevant except for 

’, which now forms part

of 



 and 

. This is because

a deep dive helped us understand that



key locations would be to our people or

technology, and the controls for these risks

will largely be managed in these areas.



namely 

3rd Party Suppliers and added to the

Group risk register in 2023.



Entain plc Annual Report 2023 83

1 Overview 8 Strategic report 88 Governance 140 Financial statements



Pricing Management





Organic Growth

Margin Expansion

US Market Growth

Impact: Very High

 Audit Committee





losses because of a failure to determine

accurately the odds in relation to any

particular event and/or any failure of

its price risk management processes.

Some bets are complex and have

an accumulator effect which could







We have some of the leading expertise

in trading liability management in the

Gaming sector.

The Group’s trading team has developed

the skills and systems to be able to offer a

wide range of betting opportunities.

Events are priced to achieve an average

return to the bookmaker over many events

over the long-term.

The Group’s gross win percentage has

remained constant in recent years.

Executive management monitor the gross

win margin daily in order to ensure the

long-term targets are achieved.











Organic Growth

Margin Expansion

US Market Growth

Impact: Very High

 Audit Committee



We are dependent on certain Third Parties

to deliver key products and services. Some

of our core capabilities are supplied by

small, specialist providers, which include

content providers who stream live events

to our shops, results and other key data

providers, League proprietors, industry

bodies, and suppliers that ensure security

and resilience of our locations and

systems. Other key Third Parties include

large technology and software suppliers

which hold dominant market positions.

Key suppliers could raise prices, become



which would limit the variety of gaming

we can offer, leading to loss of revenue.

To ensure robust management of service

delivery and value creation through

the life of the contract will allow better

management of growing risk/opportunity



If suppliers are purchased by our

competitors, access to services may be

restricted or denied, or we may decide

to withdraw from certain markets if they

become uneconomical.

Conversely, Third Party providers may present

acquisition opportunities for the Group.



Strategic and critical suppliers are subject

to regular business and quality reviews

to ensure ongoing relationship and

performance management.

As part of our procurement processes, we

employ dedicated resources supplemented

by subject matter expertise within risk,

compliance, legal and technology assurance

to protect and enhance value, demonstrate

our high standards of corporate integrity,

and reinforce organisational resilience.

Where possible, we limit reliance on a

single supplier to reduce the potential

single point of failure. We proactively

manage our relationships with our

specialists and key providers.

Prices are subject to negotiation at the

contracting stage, and we have deep

industry expertise in our Procurement and

Legal teams.

We maintain good relationships with

Industry bodies and suppliers that keep our

key locations and services running.







Organic Growth

Margin Expansion

US Market Growth

Impact: Very High

 Audit Committee



The Group is subject to a wide range of

taxes, duties, and levies in the countries

where we operate. There may be

adverse changes in tax rates, laws, or

administrative practice.

The Group is geographically diverse and

there are complex tax regimes for the

betting and gaming sector. Tax authorities

may have a different interpretation to the

Group regarding the scope and scale of

taxation. These factors mean the levels

of taxation to which the Group is exposed

to may change in the future, and we may

become liable for tax payments greater





The Group’s tax strategy is approved

annually by the Board of Directors.

Responsibility for the execution of the

Group’s tax strategy is delegated to



the Group’s tax position to the Audit

Committee and Board on a regular basis.

To mitigate tax risks that arise, the Group



and monitors its tax risks.



and resourced tax team to manage its tax

affairs.



uncertainty or complexity in relation to a

tax risk, the Group may use the services of

external, expert tax advisors.

Entain plc Annual Report 202384

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Principal Risks









Organic Growth

Margin Expansion

US Market Growth

Impact: Very High

 Board



Our Group strategy establishes our

direction and culture and sets us on a

course of future growth through delivery

of overarching corporate objectives.

The corporate objectives guide our

business and team objectives and

facilitates our colleagues to be aligned in

delivering desired outcomes.

If we cannot understand or deliver

our Group strategy, we risk wasted or



resources, strategic stagnation, and loss

of competitive advantage.



Our refreshed Enterprise Risk

Management process sets understanding

and clarifying objectives as part of its





their effect on objectives.









Organic Growth

Margin Expansion

US Market Growth

Impact: Very High

 Audit Committee



The Group’s operations are highly

dependent on information systems and

technology. Should we fail to maintain the

stability and availability of our technology

platforms, this could have a material

impact on customer-facing products

and customer experience, with adverse

impacts to our brands, revenue, and

market share.

Some of our technology is situated in

locations which could be subject to

physical threats.



Proactively, our strategy is to move to

modern systems with higher levels of

resilience where possible.

We are enhancing our reactive responses

and provision of fall-back solutions should

our technology platforms fail.

We monitor key global metrics on critical

systems and platforms which identify any

potential emerging issues on our brands

or customer-facing technologies. When

indications of vulnerability are detected,

we escalate to resolve issues and create

solutions.

Our in-house experts are adept in

knowledge of our platforms, systems

and coding and can create solutions

adaptively.









Organic Growth

Margin Expansion

Impact: High

 Board



Our colleagues, their talents and skills are

vital to helping our business succeed.

Attracting, retaining, and developing

the best and diverse talent is key to

the success of delivering our strategic

priorities – our people really do make the

difference.

Having clear leadership standards

enabling a vibrant and inclusive

organisational culture allows colleagues to

do their best work and excel. Providing an

open and inclusive environment allows us

to attract new and different talent to join

Entain but also creates a culture people

want to be a part of. By creating the right

standards of leadership and setting clear

expectations around performance we

are able to respond to challenges and

opportunities faster and more effectively

and therefore deliver on our critical

strategic objectives.



Everything we do is anchored to our

clearly stated purpose, supported by our

shared values and behaviours.

Our value of “do what’s right” underpins

our commitment to setting the very

highest standards for our people to

adhere to.

Our leadership framework drives higher

levels of leadership capability allowing

us to attract and retain great talent. Our

commitments and actions are monitored

by the Executive Committee and the Board.

We are committed to ensuring all of our

people have a safe place to work with the

ability to raise any concern they may have.

We regularly seek employee feedback

through our Your Voice survey and translate

that into actionable plans to ensure high

levels of engagement and retention.

We encourage and support diversity

through Employee Resource Groups who

help drive, support, and promote a focus

on why diversity matters.

We actively promote the opportunity to

grow a career at Entain through promotion

but also lateral movement across the

business, providing meaningful career

progression.

Entain plc Annual Report 2023 85

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Principal Risks



Gaming

Group General Counsel



Organic Growth

Margin Expansion

US Market Growth

Impact: Very High

 Sustainability and

Compliance Committee



Our Safer Gaming and Betting

approach is central to our business. It

is the cornerstone of our Sustainability

Charter, and our most material ESG issue

is to ensure market leading levels of

player safety and protection. Failure to

adequately protect our customers could



license to operate in some jurisdictions.



We have developed our in-house tool,

ARC™, and other forms of support and

customer interventions to facilitate us to

manage our safer gaming commitments.

Where risky behaviour is detected, we

may offer a personalised gambling control

tool, refer them for a chat with our player

protection team, or suspend their account

in real time.

ARC™ is an intelligent and innovative

platform that uses behavioural insight

and research, data science and analytics

to assess risk in play, enabling us to

identify, interact and intervene early with

customers who show signs of gambling-

related harm.

We have a range of initiatives in the area

of player protection, including a $5m

academic research partnership with the

Harvard Medical School, to understand

the causes and consequences of problem

gambling, and donating up to 1% of our

GGY to the treatment of gambling related

issues.

Our bonuses are calculated with reference

to our Safer Gaming metric – to reach the

threshold level for payout, minimum levels

of completion of safer betting and gaming

compulsory training modules must be

achieved by our colleagues globally.







and Communities







Organic Growth

Margin Expansion

Impact: Very High

 Sustainability and

Compliance Committee



Failure to meet the requirements of the

various domestic and international rules

and regulations relating to the health

and safety of our employees and our

responsibilities and commitments towards

customers and communities could

expose the Company to material civil,

criminal and/ or regulatory action with



consequences.

While Entain is committed to high



harm in all that it does, it recognises that

there is always the potential for safety or

well-being related issues to arise in an

operational business.



At Entain, we are committed to providing

a safe work environment which promotes

people’s health, safety, security, and well-

being. We want everyone to feel healthy

and supported at work, and at home. We

have plans for each discipline to ensure

that we maximise the opportunities and



Our health, safety and security strategy

is focused on continual improvement of

safety performance to reduce the number

and severity of work-related injuries whilst

keeping our colleagues and places of work

secure. This is underpinned by our HSSE

assurance programme to ensure our risk

management system is effective and that

we keep our colleagues safe and secure.

Our well-being strategy is designed to

help leaders and colleagues make positive

changes to improve their physical, mental,

and emotional health, in turn creating

a better performing, energised and

productive workforce. To achieve this,

we provide tools, training, and targeted

support to our colleagues.

The Group’s Sustainability and

Compliance Committee also oversees all

aspects of Health, Safety, Security and

Well-being practices.

Entain plc Annual Report 202386

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Principal Risks

Long-term viability statement



events has been assessed both individually



The impact of a change in the Group’s



gaming taxes in key geographies.

 

environment/further focus on AML

legislation and breaches in data

privacy regulations

Cyber and data privacy failings.

Downturns in trading as a result of a

failure to protect customers and/or retain

key staff.

The Directors have also performed reverse

stress tests to assess the level of liquidity

and covenant headroom in the underlying

forecasts as well as considering the broader

economic landscape in forming their view

on viability.

Based on the results of this analysis and the

mitigating actions available to the business,



reasonable expectation that the Company

will be able to meet its liabilities as they fall

due over the three-year assessment period

to December 2026.

In accordance with provision 31 of the 2018

Corporate Governance Code, the Board and

Directors have completed an assessment

of the prospects and viability of the Entain

Plc Group over a longer period than the

12 months required by the “Going Concern”

provision.

The Directors have concluded that three

years was an appropriate period for

assessment, as this is aligned to the

Group’s strategic planning process and

is considered to be the period for which

reliable estimates can be made for

variations in both industry and customer

dynamics, regulatory change, technological

advancements and the economic backdrop

in the betting and gaming industry taking

into account the ever changing landscape.

The objectives of the strategic planning

process are to further develop the

businesses understanding of the markets

in which it operates, assess the risks

and opportunities facing the business

and develop a Group-wide strategy and



The Directors have utilised these strategic

forecasts, the 2024 Board approved budget



Group to assess the potential impact on

viability of certain severe, but plausible,

“risk events” arising which represent the

crystallisation of the Group’s principal risks



83 to 86 of this Annual Report. The robust

assessment conducted considered the

Group’s revenue, EBITDA, operating



and controls, its current debt maturity

and mitigating actions should baseline

assumptions change.

Entain plc Annual Report 2023 87

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chairman’s Governance Overview

Entain continues to enhance its corporate governance practices

and procedures to ensure the Board operates effectively and

sets the right tone from the top. In 2023 a key focus for the Board

has been managing its own succession and I was delighted to

announce the appointment of Amanda Brown and Ricky Sandler,

who joined the Board in November 2023 and January 2024

respectively. Amanda brings extensive commercial and human

resource experience to us. Ricky knows our business extremely well

and his focus will be on generating value for all shareholders.

We have also overseen the departure of two executive directors

during the year, Jette Nygaard-Andersen and Robert Hoskin.

Under Jette’s leadership, Entain executed a strategic shift towards

regulated or regulating markets and continued to improve its

customer and product offering.

Robert stepped down as Chief Governance Ofﬁcer in August

having been with the Group since 2005. I would like to express

my thanks to both Jette and Rob for their roles as directors and

everything they have done for me personally and the Group

more widely.

We have been hugely fortunate that Stella David agreed to take on

the Interim Chief Executive role while we continue our search for a

permanent replacement to Jette. Stella is an intensely commercial

leader with a long track record of success across multiple

industries. She has already made a signiﬁcant impact refreshing

the corporate strategy and sharpening management’s focus on

operational execution.

The strength and expertise of the Board members has allowed us

to adjust quickly to these signiﬁcant changes and I am thankful

to Pierre Bouchut, who took on the role of Senior Independent

Director, and Virginia McDowell, who replaced Stella as Chair of the

Remuneration Committee. Further details regarding our continued

search for Non-Executive Directors and our board succession

planning appears in the People and Governance Committee report

starting on page 101.

The Board established a new Capital Allocation Committee in

February 2024, which will provide additional oversight over the

Company’s portfolio of assets, capital allocation and capital

structure. I am the Chair of this Committee and I have been joined

by Pierre Bouchut and Ricky Sandler.

The Board remains conﬁdent about the Group’s future and is

committed to our strategy, our purpose and is highly focused on

developing sustained and sustainable shareholder value.

“The Board remains

conﬁdent about the

Group’s future and

is committed to our

strategy, our purpose

and is highly focused on

developing sustained

and sustainable

shareholder value”.

J M Barry Gibson

Chairman

J M Barry Gibson

Chairman

1Overview 8Strategic report 88 Governance 140 Financial statements

88 Entain plc Annual Report 2023

3881235 4

Board of Directors

(as at 7 March 2024)

Tenure

Years:

Barry Gibson

Stella David

Rob Wood

Pierre Bouchut

Amanda Brown

Virginia McDowell

Ricky Sandler

David Satz

Rahul Welde

0 1 2 3 4 5 6 7

Age and

experience

No. of Directors

Experience/Skills:

No. of Directors

40-44

60-64

50-5445-49

65-69

55-59

70+

1221201

Gaming

Sector

Finance Technology/

Digital

Global

Business

Legal/

Regulatory

MarketingCustomer Media/

Entertainment

Leadership

Diversity Gender

3:6

No. of Directors 4

British

American

French

Indian

Entain plc Annual Report 2023 89

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Chairman’s Governance

Overview

J M Barry Gibson

Chairman

Tenure: Appointed to the Board November 2019 and became Chairman February 2020.

Age: 72 Nationality: British

Committees:

C P S

Biography: Barry was previously a non-executive director of William Hill plc and bwin.

party digital entertainment plc, where he was the senior independent director. Other listed

company experience includes roles as the chairman of HomeServe plc, non-executive

directorships of Somerﬁeld plc and National Express plc and group chief executive

of Littlewoods plc. He was formerly the group retailing director at BAA plc and non-

executive chairman of Harding Brothers Holdings Ltd.

Key strengths and experience:

Barry has enjoyed a distinguished business career and has a deep understanding of

the gaming and retail sectors. He is an experienced leader and board member with

valuable insight on improving company performance and transformation programmes.

Barry continues to create a Board environment of constructive challenge and oversight.

Rob Wood

Chief Financial Ofﬁcer and Deputy CEO

Tenure: Appointed to the Board as Chief Financial Ofﬁcer March 2019; the role of Deputy

CEO was added to his portfolio January 2021.

Age: 44 Nationality: British

Biography: Rob joined Entain in 2012 and worked in senior roles within ﬁnance, including

as CFO of the Group’s retail business. Prior to Entain, he was senior vice president at

Cerberus Capital, overseeing the private equity ﬁrm’s European portfolio companies and

worked in restructuring advisory at Rothschild. Rob started his career at KPMG where he

qualiﬁed as a chartered accountant and holds a degree in Mathematics and Management

Studies from the University of Nottingham.

Key strengths and experience:

Rob’s ﬁnancial expertise and deep knowledge of Entain’s business make him uniquely

placed to manage his wide-ranging portfolio as Chief Financial Ofﬁcer and Deputy CEO,

providing insight to the Board on commercial, ﬁnancial and operational issues.

Key:

Audit Committee Member

Capital Allocation Committee Member

Remuneration Committee Member

People & Governance

CommitteeMember

Sustainability & Compliance

CommitteeMember

Audit Committee Chair

Capital Allocation Committee Chair

Remuneration Committee Chair

People & Governance Committee Chair

Sustainability & Compliance

Committee Chair

Board of Directors

Stella David

Interim Chief Executive Ofﬁcer

Tenure: Appointed to the Board March 2021 and became Interim Chief Executive Ofﬁcer

December 2023. Senior Independent Director until December 2023.

Age: 61 Nationality: British

Outside interests: Non-executive director of Norwegian Cruise Line Holdings Ltd where

she is also chair of the Nominating and Governance Committee and non-executive

director of the privately-owned Bacardi Ltd.

Biography: Stella was previously CEO of William Grant & Sons, following more than

15 years with Bacardi Ltd. She was chair of C&J Clark Ltd (having previously acted as

interim chief executive ofﬁcer), non-executive director and senior independent director

of HomeServe plc and non-executive director and remuneration committee chair at

the Nationwide Building Society. Stella stepped down as a non-executive director and

remuneration committee chair of Domino’s Pizza Group plc and as a non-executive chair

of the privately-owned Vue International following her appointment as Interim Chief

Executive Ofﬁcer of Entain plc.

Key strengths and experience:

Stella is an intensely commercial leader with a long track record of success across multiple

industries. She brings lengthy experience in management, consumer and regulatory

environments, and marketing to the Board. Her non-executive roles in listed and privately

owned companies give her a deep understanding of shareholder views and best practice

standards of corporate governance, as well as enhancing the Board’s ability to support

and oversee the delivery of Entain’s strategy.

Committee membership details provided in these biographies are given as at the date of this Annual Report. For details of Committee membership during the ﬁnancial year, see

Committee reports on pages 101 to 112 and page 116.

1Overview 8Strategic report 88 Governance 140 Financial statements

90 Entain plc Annual Report 2023

Pierre Bouchut

Independent Non-Executive Director &

Senior Independent Director

Tenure: Appointed to the Board September 2018 and

became Senior Independent Director December 2023.

Age: 68 Nationality: French

Outside interests: Non-executive director and chairman

of the audit committees at Pepco Group and GeoPost

SA, a non-executive director and chairman of Proﬁ Rom

Food SRL, and a non-executive director of Rina Estate

Italia SRL.

Committees:

A C

Biography: Pierre was the chief operating ofﬁcer for

Europe at Koninklijke Aholddelhaize N.V. (2016-2018),

chief ﬁnancial ofﬁcer at Delhaize Group Belgium

(2012-2016), Carrefour SA (2009-2012), Schneider

Electric Group (2005-2009), and CEO of Casino Group

(1995-2003). He was also a non-executive director of

Hammerson plc (2015-2021) and Firmenich SA (where he

was also chairman of the audit committee) (2016-2023).

Until it was acquired by KKR in 2022, he was the reference

board member and chairman of the audit committee at

Albioma SA. He has worked for Citibank, Bankers Trust

and as a consultant with McKinsey.

Key strengths and experience:

Pierre has had a long career in senior executive and

non-executive roles across ﬁ nance, retail, logistics,

information systems and property. His familiarity with the

management of large, internationally listed companies

gives him an extensive understanding of regulation,

accounting standards and strategy, complementing

his deep knowledge of corporate governance and audit

committee practice. This broad experience makes him

suited to chair Entain’s Audit Committee and to act as its

ﬁnancial expert.

Ricky Sandler

Non-Independent Non-Executive Director

Tenure: Appointed January 2024.

Age: 54 Nationality: American

Outside interests: Chief Executive Ofﬁcer and Chief

Investment Ofﬁcer of Eminence Capital, LP.

Committees:

C P

Biography: Ricky founded Eminence Capital in 1999.

Eminence is a USD6.5 billion global investment

management organisation investing client capital across

global ﬁnancial markets. As Chief Executive Ofﬁcer

and Chief Investment Ofﬁcer of Eminence, Ricky is

responsible for setting the ﬁ rm’s strategic direction as

well as directly managing its 20+ person investment team

and diversiﬁed investment portfolio. Prior to launching

Eminence, Ricky was co-founder and co-general partner

of Fusion Capital Management, a ﬁrm that managed a

long/short hedge fund focused on global equity securities.

Prior to that he was a research analyst at Mark Asset

Management, where he began his investing career in

1991. Ricky received a BBA in Accounting and Finance

graduating with honours from the University of Wisconsin.

Key strengths and experience:

Ricky brings over 30 years of experience in analysing

and investing in public companies with a wealth of

perspective on ways to maximise long term shareholder

value and institute strong corporate governance oversight

at the board level. In connection with his appointment,

the Company, Eminence Capital and Ricky have entered

into a relationship agreement, including customary

governance, standstill and voting provisions. A summary

of the main terms of the agreement is available on the

Company’s website.

David Satz

Independent Non-Executive Director

Tenure: Appointed October 2020.

Age: 64 Nationality: American

Outside interests: Member of the board of a commercial

gaming and hospitality entity established by the Eastern

Band of Cherokee Indians (EBCI) and a member of the

board of Dreamscape Entertainment Integrated Resorts,

Inc.

Committees:

A S

Biography: David was senior vice president of

Government Relations and Development for Caesars

Entertainment Corporation in Las Vegas, where he worked

from 2002 to 2019 and had responsibility for overseeing

Caesars’ government activities for more than 52 properties

in 15 states in the US and several other countries around

the world. Prior to this he spent 16 years at the US law

ﬁrm Saiber Schlesinger Satz Goldstein LLC, where he had

a particular focus on the gaming industry and played a

key role in numerous regulatory and legislative initiatives

throughout the US.

Key strengths and experience:

David brings to the Board an exceptional perspective

on the US gaming sector as well as expertise in gaming

regulatory law and policy as it impacts the Group

worldwide. His extensive career in regulation and

legislation has allowed the Board to beneﬁt from his

insight and knowledge as Entain seeks to execute its

strategy to grow market share in the US through its

BetMGM joint venture. His regulatory experience has also

provided insight into the many regulatory, responsible

gaming and compliance issues that the Group faces.

Rahul Welde

Independent Non-Executive Director

Tenure: Appointed July 2022.

Age: 54 Nationality: Indian

Outside interests: Non-Executive Director of Pantheon

International Plc. Chair of the Advisory Board of Migrant

Leaders, a UK charity.

Committees:

A P R

Biography: Rahul spent over 30 years working with

Unilever PLC, most recently in a global role as the

Executive Vice President of Global Digital Transformation,

building capabilities across the digital spectrum, including

new business models, innovation, partnerships, processes

and training. Previously, Rahul was Unilever’s Regional

VP Media for Asia, Africa, Middle East, Turkey and Russia.

Throughout his career he has worked in a diverse range of

roles across functions and categories. He has been active

in industry bodies, including as the Regional Vice President

for The World Federation of Advertisers and chairman of

the Mobile Marketing Association, Asia.

Key strengths and experience:

Rahul brings a lifetime career of knowledge from the

global fast-moving consumer goods sector. He has proven

experience of leveraging digital technologies for the

beneﬁt of business. Rahul has deep expertise in media and

marketing as well as in digital and transformation, leading

large change programmes encompassing technology,

processes and people.

Amanda Brown

Independent Non-Executive Director

Tenure: Appointed November 2023.

Age: 55 Nationality: British

Outside interests: Non-executive director and chair of the

remuneration committee of Mitchells & Butlers plc and a

non-executive director of Manchester Airport Group.

Committees:

Biography: Amanda is an experienced senior executive

with a background in consumer facing organisations and

ﬁnancial services. She served as Chief Human Resources

Ofﬁcer of Hiscox during a period of signiﬁcant growth

and transformation for the organisation and she has also

held executive roles within Whitbread Group, PepsiCo

and Mars Inc. Amanda was a Non-Executive Director

and Chair of the Remuneration Committee of Micro Focus

International Limited, a multinational software and

information technology business, before stepping down

when the business was sold in 2023.

Key strengths and experience:

Amanda brings a wealth of experience in human

resources, remuneration strategy and managing

organisations through signiﬁcant change. Amanda has

relevant consumer facing experience. Given her extensive

experience as a Remuneration Committee Chair, Amanda

was appointed as Designate Chair of the Remuneration

Committee at the time of her Board appointment and,

subject to her election, will become Chair of Entain’s

Remuneration Committee following the AGM.

Virginia McDowell

Independent Non-Executive Director and

Designated Workforce Director

Tenure: Appointed June 2018.

Age: 66 Nationality: American

Outside interests: Vice-president of Global Gaming

Women, a non-proﬁt organisation with a mission to

support, inspire and inﬂuence the development of women

in the gaming industry through education and mentoring,

and a trustee of St Louis University.

Committees:

R S P

Biography: Virginia was the president and CEO of Isle of

Capri Casinos, Inc. in the United States from 2011 until

her retirement in 2016, and the president and COO of

Isle of Capri (2007-2011). Prior to this she was the chief

information ofﬁcer at Trump Entertainment Resorts (2005-

2007) and senior vice president of operations. Virginia was

the ﬁrst woman to be inducted into the Mississippi Gaming

Hall of Fame and in 2022 she was inducted into the

American Gaming Association’s Hall of Fame.

Key strengths and experience:

Virginia’s 40-year career and accomplishments in the

gaming sector have been recognised by a number of

prestigious awards. Virginia has actively engaged with our

stakeholders in her role as Designated Workforce Director.

Throughout her career she has maintained a tireless focus

on developing the next generation of women leaders in the

gaming industry and this understanding of the diversity

and regulatory challenges of the sector has greatly assisted

the Board and the Sustainability & Compliance Committee.

Entain plc Annual Report 2023 91

1Overview 8Strategic report 88 Governance 140 Financial statements

Board of Directors

Summary of 2023

Details of progress and our deliverables on the key areas for focus set out in our last annual report are set out below:

2023 Goals 2023 Result

Undertake a follow-up independent audit of the Group’s governance

and compliance processes, following on from the 2021 Alvarez &

Marsal review.

Entain instructed PWC to carry out a comprehensive assessment of the overall

design and efﬁcacy of its compliance framework, with particular focus on

gambling industry requirements and good practice. The review encompasses the

following key elements: governance and tone from the top; risk assessment and

response; policy and strategy; compliance culture and standards of behaviour;

training and communications; procedure and control activities; issue reporting

and management; monitoring and assurance; and the use of technology. The

report is expected to be completed by the end of March 2024.

Continue to embed the evolved risk management programme

throughout the business.

The Enterprise Risk team have further developed the Enterprise Risk

Management (“ERM”) policy, manual, process, risk toolkit and programme during

2023. Our refreshed approach to ERM is creating a more ‘risk aware’ culture’ and

aligned to the international standards on risk management. We have undertaken

formal risk training and workshops with all functions at Entain, the outputs of

which have led to a more substantive risk register and signiﬁcant risk dashboard,

focussing on ‘impact’ and ‘action’ to support informed risk-based decisions.

Further develop the global Compliance and AML team structures, with

further recruitment where required, and the alignment of acquired

businesses with the Group’s policies, procedures and risk appetite.

We conducted a comprehensive restructuring of the compliance organisation

with consolidation of departments and alignment across our acquired

businesses. We have also enhanced our capabilities with key hires and

strengthened our compliance monitoring and assurance programme.

We restructured and centralised the Anti-Financial Crime (“AFC”) function

to ensure it remains robust, sustainable and proportionate in managing

and mitigating ﬁnancial crime risks faced by Entain. We have also revised

the organisational structure to ensure staff globally with ﬁnancial crime

responsibility, have a reporting line into Group AFC team.

Recruit a new

Company Secretary.

We welcomed James Morris as Group Company Secretary in July.

Finalise a new strategy for ARC

which provides a path

of development for the next three years.

We continued to reﬁne ARC

during the year and worked with lived experience

experts, academics and third party behavioural scientists to improve our player

protection offering for customers.

Progress the HMRC investigation towards a conclusion. We reached ﬁnal settlement of the HMRC investigation into our legacy Turkish-

facing business and entered into a Deferred Prosecution Agreement (“DPA”)

with the Crown Prosecution Service that was approved by the Crown Court on 5

December 2023.

Since the conduct giving rise to the DPA, the Group has undertaken a

comprehensive review of its anti-bribery policies and procedures and has taken

decisive action to signiﬁcantly strengthen its wider compliance programme and

related controls.

Hold an Entain: Sustain update interaction in Q4. In December 2023, we held our annual Entain Sustain update event virtually,

providing updates on several topics to our key stakeholders including investors,

analysts, regulators, media, colleagues and customers. A report on this event

can be found in our discussion on Board Leadership and Company Purpose on

page 97.

Entain plc Annual Report 202392

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Regulated Markets

On 12 November 2020, Entain announced a clear strategy for

sustainability, growth and innovation. As part of that strategy,

the Group made a commitment to only do business in countries

where it had a local licence or those countries that were on a

path to revise their laws and regulations, which would allow

us to then apply for a domestic licence in the near to mid-term.

Throughout 2023, the Group continued with this process by exiting

its few remaining markets where there is no clear path to market

liberalisation via domestic regulation.

Since 2020 the Group has closed its offering into more than

150 markets where we do not see the prospect of regulation

allowing the Company to obtain a licence or ﬁnd a locally-licensed

operator to partner with on attractive commercial terms. We have

also doubled the number of countries where we hold a licence

and currently hold domestic licences in 34 markets and now

hold licences in 26 US States. We remain active in only ﬁve small

markets where we do not currently hold a domestic licence, and by

the end of 2024 we will have either exited these markets or have

obtained, or be in the process of obtaining, a domestic licence.

More speciﬁcally, in 2023, we obtained a licence to offer our bwin

brand in Mexico and completed the acquisition of STS to enter

the regulated market in Poland. We also announced an exclusive

25-year deal with the New Zealand TAB to provide licenced online

sports betting services in New Zealand. At the end of the year, the

Brazilian Government passed its long-awaited online gambling bill

and we expect licences to be made available in 2024. In parallel,

the Finnish Government also formally announced that it will

dismantle its gambling monopoly and launch an open licensing

system for online gambling in the next two years.

Governance Team

With Robert Hoskin’s departure, Simon Zinger, our Group General

Counsel, has taken over leadership of the Governance, Legal

and Compliance function. Simon is a member of the Executive

Committee and brings a wealth of experience and leadership

to the team. He was instrumental in the resolution of the HMRC

investigation and agreeing the terms of the DPA with the Crown

Prosecution Service and has overseen signiﬁcant organisational

changes and improvements as the Company has continued

to strengthen its governance and compliance standards and

capabilities. Under Simon’s leadership, the global Governance team

is highly-engaged in supporting the Company’s objectives and has

focused on a number of unique initiatives such as complementing

the Company’s efforts in the area of Diversity & Inclusion,

undertaking pro bono activities to support charities, and creating

unique learning and development opportunities for team members,

During the year we have continued to make good progress

embedding our ERM framework (see page 79) and enhanced our

global Compliance and AML team structures.

Our Head of International Compliance, Florian Sauer, has

conducted a comprehensive restructuring of the compliance

organisation with consolidation of departments and alignment

across our recently acquired businesses. We have focused on

pursuing and maintaining constructive relationships with all

of our regulators, continued to enhance our capabilities with

key hires, and strengthened our compliance monitoring and

assurance programme.

We welcomed Karen Nightingale as Group Director of Ethics and

Compliance at the beginning of the year. Under her leadership we

have developed a three-year strategy to achieve our vision of a

best-in-class Ethics and Compliance programme and have created

a Charter that explicitly sets out the independence and authority

of the Ethics and Compliance function required to implement

the programme effectively. We have updated our approach to

on-boarding vendors and suppliers in order to better identify and

mitigate third party risk exposure and will continue to develop this

going forward.

We have also appointed Edward Maguire as our new Group MLRO

and Global Head of AFC as part of our commitment to combat

ﬁnancial crime. During the year we have developed a holistic Anti-

Financial Crime Risk Management Programme with enhanced

coverage, governance and reporting protocols. We have also

created a centralised function to drive consistency of standards,

whilst ensuring effective oversight and control.

We were also pleased to welcome James Morris as Group

Company Secretary in July 2023.

Regulatory Settlement

A key area of focus during 2023 was overseeing resolution of the

HMRC’s investigation in relation to the Group’s legacy Turkish-

facing business. The Board was proactively engaged throughout

the process and has reviewed and challenged the work done to

signiﬁcantly strengthen the Company’s compliance programme

and controls. We are now a fundamentally different and profoundly

changed Company and we can move forward with conﬁdence as

we concentrate on our future.

Entain plc Annual Report 2023 93

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Summary of 2023

Entain plc:

The Board must act with integrity and is collectively responsible for establishing the Company’s purpose,

values and strategy as well as overseeing the conduct of its business and promoting the long-term sustainable

success of the Group, generating value for shareholders and contributing to wider society.

The Board sets the strategic direction of the Group, approves the strategy and takes appropriate action to

ensure that the Group is suitably resourced to achieve its strategic aspirations.

The Board considers the impact of its decisions and its responsibilities to all its stakeholders, including

colleagues, shareholders, regulators, customers, suppliers and the communities in which we operate.

The Board discharges its responsibilities directly or, in order to assist it in carrying out its function of ensuring

effective independent oversight and stewardship, delegates speciﬁed responsibilities to its committees.

Details of how the Board fulﬁlled its responsibilities in 2023, as well as key topics discussed and considered by

the Board committees, can be found in this Directors’ report.

Audit Committee

Oversight and review of ﬁnancial reporting processes, the Group’s

system of internal control, including internal ﬁnancial controls, the

appropriateness and effectiveness of the enterprise risk management

framework and principal risks and the work undertaken by Internal Audit

and the Group’s Statutory Auditor, KPMG.

Read more: pages 116 to 117

Capital Allocation

Committee

Oversight over the Group’s portfolio of assets, capital allocation and

capital structure.

Chairman’s

Committee

Provides the opportunity for the Chairman to discuss and consider topical

ad hoc matters with the Non-Executive Directors without the Executive

Directors being present. The topics discussed during the year have varied

from performance and strategic related matters, including executive

succession planning and shareholder feedback.

Interim Chief

Executive Ofﬁcer

The Interim Chief Executive Ofﬁcer is responsible for the management of all aspects of the Group’s

business, developing strategy in conjunction with the Chairman and the Board, and leading its execution.

The Board delegates authority for the operational management of the Group’s business to the Interim Chief

Executive Ofﬁcer for further delegation in respect of matters that are necessary for the effective day-to-

day operations and management of the business. The Board holds the Interim Chief Executive Ofﬁcer

accountable in discharging her delegated authorities.

Executive

Committee

The Executive Committee comprises of the Interim Chief Executive Ofﬁcer, Chief Financial Ofﬁcer, Group

Chief Commercial Ofﬁcer, Chief Product & Technology Ofﬁcer, Group General Counsel, Chief People Ofﬁcer

and Chief Investor Relations & Communications Ofﬁcer. It supports the Interim Chief Executive Ofﬁcer in the

day-to-day management of the business and implementation of strategy.

Entain Leadership

Team

Business Leaders who own delivery of business strategy and communications across the Group.

Board and Committee Structure: Decisions,

responsibilities and delegated authority

Entain plc Annual Report 202394

1 Overview 8 Strategic report 88 Governance 140 Financial statements

J M Barry Gibson

Chairman

Provides effective leadership of the Board

and promotes the highest standards of

corporate governance practices.

Leads the Board in providing strong

strategic oversight and setting the Board’s

agenda, culture and values.

Leads the Board in challenging

management’s thinking and proposals,

and fosters open and constructive debate

among Directors.

Maintains internal and external

relationships with key stakeholders, and

communicates shareholders’ views to

the Board.

Organises periodic monitoring and

evaluation, including externally facilitated

evaluation, of the performance of the Board,

its committees and individual Directors.

Leads on succession planning for the

Board and its committees, ensuring

appointments reﬂect diverse cultures, skills

and experiences.

Senior Independent Director

Pierre Bouchut

Independent Non-Executive Director

& Senior Independent Director

Supports the Chairman, acting as

intermediary for Non-Executive Directors

when required.

Leads the Non-Executive Directors

in evaluating the performance of the

Chairman, supporting the clear division of

responsibility between the Chairman and

the Chief Executive Ofﬁcer.

Listens to shareholders’ views if they have

concerns that cannot be resolved through

the normal channels. Leads an orderly

succession process for the Chairman.

Non-Executive Directors

Constructively challenge and contribute to the development and approval of Group strategy.

Challenge and oversee the performance of management.

Ensures that ﬁnancial information is accurate and that both controls and the system of risk

management are effective and robust.

Contribute to the assessment and monitoring of culture. Maintain internal and external

relationships with the Group’s key stakeholders.

Stella David

Interim Chief Executive Ofﬁcer

Leads and directs the implementation of the

Group’s business strategy, embedding the

organisation’s culture and values.

Leads the Group Executive Committee with

responsibility for the day-to-day operations

of the Group and ﬁnancial performance.

Maintains relationships with key internal

and external stakeholders including the

Chairman, the Board, customers, regulators

and shareholders.

Maintains responsibility and accountability

for the Group’s and its employees’

compliance with applicable laws, codes,

rules and regulations, good market practice

and Entain’s own standards.

Executive directorsThe Chairman

Rob Wood

Chief Financial Ofﬁcer and Deputy CEO

Supports the Group Chief Executive in

developing and implementing the Group

strategy and recommends the annual

budget and long-term strategic plan.

Leads the Finance function and is

responsible for effective ﬁnancial reporting,

including the effectiveness of the processes

and controls, to ensure the ﬁnancial control

framework is robust and ﬁt for purpose.

Maintains relationships with key

stakeholders including shareholders.

Leads the Disclosure Committee to

ensure the Group meets its disclosure and

reporting requirements pursuant to the

Financial Conduct Authority’s Listing Rules

and Disclosure Guidance and Transparency

Rules, as well as complying with UK Market

Abuse Regulations.

Board composition, roles and attendance in 2023

The Chairman is committed to ensuring the highest standards of Board effectiveness. A key mechanism to drive this is the appropriate

composition and balance of individuals.

The Board is comprised of a majority of independent directors, who provide an independent perspective, constructive challenge and

monitor performance and delivery of the strategy within risk appetite and the controls set by the Board.

Entain plc Annual Report 2023 95

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Board Leadership and Company Purpose

Over the year the Board focused on a strategy of growth and sustainability

bringing moments of excitement into people’s lives. As we go into 2024 there

has been a shift in strategy to deliver organic growth, EBITDA margin expansion

and US market growth. The Board will continue to ensure the customer is at the

heart of all we do as we continue to develop and provide market-leading player

protection. The Board has also sought to promote our purpose and strategy and

made decisions in the interests of all stakeholders, having considered the matters

set out in s172 of the Companies Act 2006 (UK).

Employee Forum Global Conference

Our Global Engagement Conference invites employee engagement

advocates to share their insights with the Board and Executive

Committee. This year’s event was hosted on 31 January by Melanie

Tansey, Chief People Ofﬁcer, and was attended by Board members

Virginia McDowell, our Designated Workforce Director, and Rahul

Welde, and more than 40 employees representing 22 countries.

Attendees heard a business update which focused on our strategic

direction, goals, culture and employee engagement. Following this,

the group then had an open conversation with the Board on topics

such as how to build engagement and trust, communication,

diversity, equity & inclusion, goal setting, leadership, networking

and recognition. A number of proposals were taken away by the

representatives of the Board for further consideration.

A video recording of the Global Conference was posted on the

Entain intranet to ensure all employees have an opportunity to

watch the discussion.

Employee Forum AGM

Each year the elected representatives from our forums come

together with members of the Board and Executive Committee for

the Forum AGM.

During this year’s meeting, each forum presented their main

achievements during the year and had an open conversation with

the Board. This meeting took place in January 2024. It was hosted

by Melanie Tansey, Chief People Ofﬁcer and welcomed 80 Forum

Representatives to join two of our Directors, Virginia McDowell and

Rahul Welde.

Key topics discussed included communications, company

performance, customer feedback, leadership, listening and

strategy. The meeting was an important opportunity to build

connections between the Board and our employees.

Shareholders

The Board receives feedback on shareholder views in different

ways, including through the Chairman and executive management,

who meet regularly with shareholders throughout the year, as

well as an investor study compiled by an independent third party.

Board members listen to results and trading updates held by the

Group for analysts and institutional investors and can hear directly

the questions and comments on Company performance.

The Chairman and Senior Independent Director held regular

meetings with a variety of institutional investors to discuss

the execution of strategy and delivering shareholder value.

Key takeaways and feedback from shareholder meetings were

shared with the rest of the Board.

Stakeholders

The Board has responsibility for leading the Group’s stakeholder

engagement and considering the implications of key decisions

on the Company and its stakeholders. The Board recognises that

effective engagement with our stakeholders will drive long-term

value creation, making Entain a company that people want to

invest in, buy from, partner with and work for.

Entain has identiﬁed six stakeholder categories and our report

on ‘Board activities’ provides an overview of how the Group’s key

stakeholders are considered in Board discussions and deliberations

as part of its decision making.

Our People

Listening to and engaging our people is a key priority at Entain. We

are committed to listening to employees across the globe to drive

positive change throughout the organisation. We focus on this

through our Employee Forums, Global Engagement Conference and

global engagement survey.

Employee forums exist in many of the locations in which we

operate. Our Employee Forums continue to be a key pillar of our

employee listening and engagement strategy. The forums enable

our people to discuss and agree how their teams connect with

the Company purpose, strategy and values, as well as discussing

topics that impact them and their colleagues.

Our UK & Ireland Retail Forums and UK & Gibraltar Ofﬁce

Forums host quarterly meetings where elected representatives

come together to share feedback on all aspects of life at Entain.

During these meetings they also hear updates from the business

on topics ranging from company purpose, strategy and values to

ﬁnancial performance and operational initiatives.

Our Directors are encouraged to attend employee forums and

during the year have attended listening sessions that provide

feedback and insight into the realities of everyday working life

at Entain.

As per our forum constitution, every two years we refresh our

forums by electing new representatives. This election process was

held in December 2023, and we now have a new forum team for

2024/25, who have been fully trained in readiness for their role.

Entain plc Annual Report 202396

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Director meeting attendance for 2023

The Board had six scheduled meetings in 2023 and a further

eleven ad-hoc meetings.

Scheduled

Meetings

attended

Meetings

eligible to

attend

Ad hoc

Meetings

Ad hoc

Meetings

eligible to

attend

Chairman

Barry Gibson 6 6 11 11

Executive Directors

Stella David 6 6 9 11

Rob Wood 6 6 10 11

Jette Nygaard-

Andersen 5589

Robert Hoskin 2 2

Non-Executive Directors

Pierre Bouchut 6 6 10 11

Rahul Welde 6 6 9 11

Virginia McDowell 6 6 10 11

David Satz 66911

Rahul Welde 6 6 9 11

Amanda Brown 1122

* Directors are expected to attend all scheduled Board meetings. Where Directors are

indicated as not having attended Ad Hoc Board meetings, this is attributable to pre-

existing and unavoidable commitments, typically as a result of the short notice given.

In each case the Director was provided with all Board papers and the opportunity to

provide comments to the Chairman as appropriate.

In December 2023, we gave our annual Entain Sustain updates,

providing a deep dive into key business developments that

touch on the important ESG initiatives, including regulation and

environmental progress. The update provided an overview of our

double materiality assessment held throughout H1 2023 where

key stakeholders including investors, analysts, regulators, business

partners, customers and colleagues were given the opportunity

to share their views. The process was fundamental in mapping

Entain’s material risks and opportunities, which underpinned the

development of our new Sustainability strategy released during

Entain Sustain in December. The new strategy focuses on four

core areas:

Being a market leader on player protection – providing industry

leading customer protection through innovative features,

customer support, communications and our culture.

Provide a secure and trusted platform – lead on integrity

in everything that we do. From having the highest ethical

standards, to only operating in regulated markets, to having a

high standard of data protection and cyber security.

Create the environment for everyone to do their best work – to

attract a broad and diverse audience from the inside out. To be

an employer of choice, build an inclusive and supportive culture

where talent from all backgrounds can thrive.

Positively impact our communities – Play our role in limiting

global warming to no more than 1.5 degrees and create a

positive impact on our communities.

We developed this strategy to strengthen our sustainability

leadership role and articulate our approach to focus actions across

our business and value chain.

AGM

All resolutions put to the 2023 Annual General Meeting

received overwhelming support of those investors who voted,

being approximately 80% of our shareholder base (slightly

higher than the voting level of 77% in 2022). The results of the

voting at all general meetings are published on our website:

www.entaingroup.com.

Entain plc Annual Report 2023 97

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Board Leadership and

Company Purpose

As an Isle of Man incorporated company, Entain is not subject to

the reporting obligations under Section 172 of the Companies Act

2006 (UK). Nevertheless, the Board recognises the importance of

effective governance and intends to operate in line with the UK

reporting regulations.

The Group has complied with the principles and provisions of

the 2018 UK Corporate Governance Code. During 2023 the

People & Governance Committee was composed of a majority of

independent members, in compliance with Provision 17. However,

as we began 2024, the composition of this Committee changed

(further details can be found on page 102) and the Committee now

comprises the Chairman, two independent non-executive directors

and one non-executive director. Whilst not strictly in adherence

with Provision 17, the Board is of the view that the composition of

the People & Governance Committee complies with the spirit of

the Code given that it is comfortable that sufﬁcient independent

judgement is applied by the four Committee members to the

consideration of appointments to the Board. The Board will keep

this matter under review and address the matter of independence

of the Committee as additional non-executive directors are

appointed to the Board. The Code can be found on the FRC’s

website at www.frc.org.uk.

The Board had six scheduled in-person meetings in 2023.

In addition there were a further eleven videoconference meetings

during the year concerning urgent matters such as the review

and approval of M&A transactions, overseeing resolution of the

HMRC’s investigation and entering into the Deferred Prosecution

Agreement with the Crown Prosecution Services as well as

receiving updates on trading.

Board meetings are a key mechanism for Directors to discharge

their duties, notably under Section 172 of the Companies Act

2006 (UK). An overview of the Board’s discussions and how these

considered the Group’s key stakeholders is set out below.

Board Activities

during 2023

During 2023, the Board remained focused on



the implementation of safer gambling activities and

controls, and progress with embedding the enterprise

risk management framework.

Strategy

Execution of Group Strategy

Regular updates on priorities

and improving capabilities for

execution of core digital and retail

business strategies.

Oversight of customer centric initiatives

to better serve customers and enable

moments of excitement.

Oversight and challenge to

proposed steps and progress

accelerating sportsbook product and

platform enhancements.

Continued oversight of steps being

taken to exit markets with no

domestic licences.

Two-day session revising strategy

around the three pillars of organic

growth, EBITDA margin expansion and

US market growth.

Deep Dives on the Retail segment,

competitive landscape, marketing

initiatives and value drivers of the

Entain business.

M&A Activity

Received regular updates on potential

M&A opportunities.

Reviewed and approved ﬁve

M&A transactions recommended

by management.

Approved equity raise of £600m

through a non-pre-emptive placing of

new ordinary shares to institutional and

retail investors to fund the acquisition of

STS Holdings S.A (“STS”)

1. Entain consulted with a number of its major

institutional shareholders prior to the placing and

has respected pre-emption principles through the

allocation process in so far as possible.

Financial Plan

Discussed and approved the three-

year plan.

Key to stakeholder groups:

Shareholders

Customers

Suppliers

The Community

Regulators

Colleagues

Entain plc Annual Report 202398

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Performance

Business updates

Undertook segment reviews of the retail

and core digital businesses.

Discussed and debated challenges with

ﬁnancial and operational performance

in H2 2023.

Conducted a detailed review of the

competitive landscape, including both

global and local operators’ strategic

priorities and associated threats.

Monitored performance and debated

strategic opportunities relating

to BetMGM.

Financial updates

Reviewed and approved the

2024 Budget.

Discussed and approved the continued

progressive dividend policy.

Monitored and debated the wider

macroeconomic and geopolitical

environment and its potential impact on

our business.

Received monthly ﬁnancial

performance updates.

Regulatory Developments

Received regular regulatory and legal

updates from the Chief Governance

Ofﬁcer and Group General Counsel.

Closely monitored progress with

the proposed settlement of HMRC’s

investigation into the Group’s legacy

Turkish-facing business before

approving the ﬁnal terms of the

Deferred Prosecution Agreement.

Risk

Approved the Group’s principal risks

and kept under review the Group

Risk Register considering new and

emerging risks.

Conducted a deep dive into the controls

and processes adopted by the Company

to comply with regulatory, licencing and

compliance regimes.

Reviewed and agreed the Principal

Risks for 2024 and their allocation

for monitoring between the Board

and its Committees (see page 79 for

more details)

Reviewed and approved the Group’s

annual long-term viability statement.

People and Culture

Comprehensive review of the strategic

people agenda and priorities, including

steps being taken to attract and

retain talent.

Oversight of organisation design and

review of ways of working initiatives

and performance culture.

Received updates and provided

feedback on the revised values as

well as the results of the annual

employee survey.

Responsible Gambling

Received regular updates on the

Group’s safer gambling activities,

including the effectiveness of our

ARC

programme.

Player Protection remained a key area

of focus for the Board during 2023.

A review of the methodology and key

metrics for ensuring high standards of

player protection is a standing board

agenda item, including the proactive

measures being taken to enhance

controls and monitor player behaviours.

Product & Technology

Received regular updates on the

new technology blueprint and target

operating model as part of ensuring

Entain has the right platform capability

needed to support the Company’s

growth ambitions and evolving

business needs.

Kept under review the Tech debt plan

to address identiﬁed issues in areas of

compliance and cybersecurity.

Monitored progress with migrating to a

cloud embedded architecture.

Received reports and provided input

on actions being taken to enhance

player experience and the quality of

sportsbook product.

Governance

Market Updates & Regulatory

Disclosures

Approved the Notice of Meeting for

the AGM.

Reviewed and approved the Annual

Report & Accounts following

recommendations from the

Audit Committee.

Considered key market updates and

disclosure obligations in respect to

Full Year and Half Year results, M&A

transactions, trading performance and

CEO succession.

Investor Feedback

Received feedback from investor meetings

and roadshows from the Chair, Senior

Independent Director, Executive Directors

and Chief IR & Communications Ofﬁcer.

Considered external reviews of investor

feedback on Entain’s performance

and governance.

Board Governance

Kept under review the Schedule of

Matters Reserved for the Board.

Conducted its annual evaluation

covering the effectiveness of the Board,

its Committees and the performance of

the Chair and individual directors.

Established and approved the Terms

of Reference for the Sustainability

& Compliance Committee, People &

Governance Committee and Capital

Allocation Committee.

Conﬂicts of Interest Policy

Reviewed and approved the Board’s

Conﬂicts of Interest Register.

Board Succession

Engaged with Spencer Stuart

throughout the year as part of ongoing

succession planning and appointed two

new Non-Executive Directors.

1 Overview 8 Strategic report 88 Governance 140 Financial statements

99Entain plc Annual Report 2023

Board Activities

during 2023

Board Evaluation and Effectiveness

The Board undertakes an annual evaluation review in order to

increase its effectiveness and to identify areas for improvement.

Entain engaged Lintstock Ltd in 2023 to conduct a review of the

performance of the Board and its committees. Lintstock is an

advisory ﬁrm that specialises in Board reviews and has no other

connection with the Company or individual Directors.

The scope and objectives of the review were agreed following

a brieﬁng meeting between the Company Secretary and

Lintstock. Lintstock collaborated with Entain to design a bespoke

line of enquiry tailored to the business needs of the company,

and to follow up on themes identiﬁed in Lintstock’s previous

reviews. The Chairman and the Committee Chairs were given

the opportunity to input into the focus of the exercise. As well

as covering core aspects of governance such as information,

composition and dynamics, the review considered people, strategy

and risk areas relevant to the performance of Entain. The review

had a particular focus on the following areas:

The ongoing CEO succession process

The Board’s dynamics and relationship with management

The Board’s oversight of growth opportunities

Board members completed bespoke surveys assessing the

performance of the Board and each of its Committees, as well as

the performance of the Chairman. Each director also completed a

self-assessment questionnaire addressing their own performance.

Lintstock analysed the ﬁndings from the surveys and delivered

focused reports documenting the ﬁndings, including a number of

recommendations to increase effectiveness. Lintstock’s ﬁndings

were presented and discussed at the Board meeting in February.

Actions were agreed for implementation and monitoring.

Lintstock found that the Entain Board engaged well with the Board

evaluation process, with the Directors taking the opportunity

to reﬂect on lessons learned over the past year. The Chairman

was rated highly and the Board identiﬁed improvements in the

management of meetings since Lintstock’s last review. There was

a strong focus on further enhancing the Board’s visibility of the

business, and recent improvements in the Board’s dynamics and

engagement with management were commented on.

The Board identiﬁed a number of priorities for 2024, including:

Appointing and successfully onboarding a new CEO

Reviewing information ﬂows to ensure optimal coverage of all

aspects of the business

Continuing to develop the Board’s understanding of investor

sentiment and the visibility of other key stakeholders, including

customers and employees

Supporting management in delivering Entain’s key

strategic imperatives.

Board Commitment, Balance and Independence

The Board keeps under review and remains satisﬁed that each

Non-Executive Director devotes sufﬁcient time to the role in order

to discharge his or her responsibilities and duties effectively.

The Chairman, Senior Independent Director and other Non-

Executive Directors each have letters of appointment and do not

serve in an executive capacity.

Excluding the Chairman, of the remaining eight Directors, ﬁve

are independent Non-Executive Directors. Due to his relationship

with Eminence Capital LP, a shareholder holding more than

3% of the Company’s issued share capital, Ricky Sandler is

considered as a Non-Independent Non-Executive Director.

The People & Governance Committee, having considered the

matter carefully, is of the opinion that the Board has an appropriate

combination of executive and non-executive, in particular

independent non-executive, directors and complies with the 2018

Code recommendations.

During the year, the Board considered requests for additional

external appointments by Non-Executive Directors. In opining

on these requests, the Board took into account the likely

time commitment and any conﬂicts of interest these external

appointments might raise. The Board agreed requests for David

Satz and Rahul Welde to take on additional roles outside Entain.

Conﬂicts of Interest policy

The Board has a Conﬂicts of Interest policy and an annual conﬂicts

authorisation process, whereby the Board reviews and approves

Entain’s Conﬂicts of Interest Register and seeks conﬁrmation from

each Director of any changes or updates to their position.

This authorisation process informs the People & Governance

Committee’s assessment of a Non-Executive Director’s

independence and ability to devote sufﬁcient time to their role

when proposing that Director for re-election at the AGM.

Director Induction, Training and Development

The Chairman is assisted by the Company Secretary in providing

all new Directors with a comprehensive induction programme

on joining the Board. The induction programme provides new

Directors with an understanding of their duties as Directors,

the Group, its businesses and the markets and regulatory

environments in which it operates. This includes meeting with

senior executives and their direct reports. The programme also

provides an overview of the Group’s governance practices. Non-

Executive Directors will have further content tailored to the Board

Committees that they will join.

Amanda Brown and Ricky Sandler have both received a tailored

induction programme following their appointment. This included

one to one meetings with our Executive Committee, segment and

functional leaders and our Internal and External Auditors.

The Chairman has overall responsibility for ensuring that Directors

receive suitable training to enable them to carry out their duties.

Training is also provided by way of reports and presentations

prepared for each Board meeting, as well as meetings with Group

employees and external advisers. During 2023 we have arranged

lunch and learn sessions during the board meeting agenda that

have given the Directors the opportunity to discuss and receive a

deeper understanding of our Ethics and Compliance programme

as well as a broader overview of the UK Retail Business and

Competitive Landscape.

The Directors have access to independent professional advice

at the Group’s expense, as well as the advice and services of the

Company Secretary, who advises the Board on regulatory and

corporate governance matters.

Entain plc Annual Report 2023100

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Board Activities

during 2023

People & Governance Committee Report

Introduction

I am pleased to introduce the ﬁrst report of the People &

Governance Committee since it was established in April 2023.

A key action arising from last year’s internal evaluation of the

effectiveness of the ESG Committee (now called the Sustainability

& Compliance Committee) was to consider how best to focus the

wide remit of the ESG committee. Following a review, it was agreed

that the Nomination Committee be retired and, in its place, a new

Committee, the People & Governance Committee, be established.

The remit of this new Committee is wider than that of the

Nomination Committee as it includes diversity, equity and inclusion

matters previously covered by the ESG Committee in addition to

those areas covered by the Nomination Committee. Details of the

membership of the Committee are set out on page 102.

During the year we have spent signiﬁcant time reviewing the

current composition of the Board to ensure we have the right

balance of skills, experience and diversity to lead the Company and

continue to deliver shareholder value. Further to our comprehensive

succession planning and ongoing search for new directors, I

was delighted to welcome Amanda Brown as an independent

Non-Executive Director in November and more recently Ricky

Sandler, who joined the Board as a Non-Executive Director in early

January. On joining the Group, Amanda became a member of the

Remuneration Committee and Ricky became a member of the

People & Governance Committee and has recently joined the newly

established Capital Allocation Committee.

Diversity, equity and inclusion are core considerations for the

Committee. Following Rahul Welde’s appointment as a Non-

Executive Director in July 2022, Entain is fully compliant with the

Parker Review’s target to appoint at least one Board member

from an ethnic minority background. Entain remains committed to

achieving the external target laid out in the FTSE Women Leaders

Review (the successor to the Hampton-Alexander Review) and

the board diversity targets laid out in the Listing Rules and, whilst

as at the date of this report female representation on the Board

is at 33.3%, I am conﬁdent that we shall continue to strengthen

diversity in all forms on the Board, Executive Committee and

the extended leadership team as we go through 2024. We are

particularly focused on increasing female representation on the

Board as part of our ongoing Non-Executive Director search.

At the point of its establishment, the Committee was chaired by

Stella David. Following her appointment as Interim Chief Executive

Ofﬁcer with effect from 13 December 2023, I became Chair of

the Committee.

During the year we have

spent signiﬁcant time

reviewing the current

composition of the Board

to ensure we have

the right balance of

skills, experience and

diversity to lead the

Company and continue

to deliver shareholder

value.”

J M Barry Gibson

Chair of the People & Governance Committee

J M Barry Gibson

Chair of the People & Governance Committee

1Overview 8Strategic report 88 Governance 140 Financial statements

101Entain plc Annual Report 2023

The role of the Committee

The Committee actively reviews the composition and diversity of

the Board and leadership team and has oversight of the succession

process. It ensures that appropriate procedures are in place for

the training and evaluation of directors; reviews workforce policies

and practices and monitors their consistency with the Company’s

purpose, strategy and values; and reviews developments in law,

regulation, and business practice relating to corporate governance.

Key responsibilities of the Committee

Ensuring that there is a formal, rigorous and transparent

procedure for appointments to the Board.

Leading the process for appointments and making

recommendations to the Board.

Assisting the Board in ensuring its composition is regularly

reviewed and refreshed, taking into account the length of service

of the Board as a whole, so that it is effective and able to operate

in the best interests of shareholders.

Overseeing the development of a diverse pipeline for succession

for appointments to the Board and senior management positions.

In conjunction with the Board, setting measurable targets

for diversity and inclusion in relation to the Board and senior

management positions.

Reviewing workforce policies and practices, in particular

those which have an impact on diversity and inclusion, culture,

employee engagement and wellbeing.

The Committee’s terms of reference can be found on the Company’s website

at www.entaingroup.com.

Committee membership and attendance

From the date that it was established on 26 April 2023 until

15 December 2023 the Committee comprised of the following

three members: Stella David, who chaired the Committee, Barry

Gibson, the Board Chairman (who had previously been Chair of the

Nomination Committee), and Virginia McDowell, the Designated

Workforce Director. Following her appointment as Interim Chief

Executive Ofﬁcer, Stella David stepped down from the Committee.

Barry Gibson replaced Stella David as chair of the Committee

and Rahul Welde was appointed as a member of the Committee.

Post year end, on joining the Board, Ricky Sandler was appointed

as a member of the Committee in accordance with the Relationship

Agreement governing his appointment to the Board (see below).

The Committee had four meetings during 2023, all of which

took place before the membership changes in December 2023.

Attendance at the meetings was as follows.

Member

Number of

meetings

attended

Number of

meetings eligible

to attend

Stella David (Chair)

Barry Gibson 44

Virginia McDowell 44

Regular attendees at Committee meetings included the Chief

Executive Ofﬁcer and the Chief People Ofﬁcer. Other individuals

and external advisers were invited to attend as and when

appropriate and necessary.

Activities

Board appointments

Following a tender process, the Committee engaged Spencer

Stuart to support the recruitment of additional Non-Executive

Directors. Following an extensive search against a speciﬁed remit,

Spencer Stuart presented a list of potential candidates to the

Committee. Meetings were held between shortlisted candidates

and the Committee and the Chief Executive Ofﬁcer. The Committee

concluded that Amanda Brown would be an excellent addition to

the Board, bringing a wealth of experience in human resources,

remuneration strategy, and managing organisations through

signiﬁcant change, and therefore recommended Amanda’s

appointment to the Board. Amanda Brown was subsequently

appointed as an independent Non-Executive Director of the Board

on 8 November 2023. She was also appointed as a member and

Designate Chair of the Remuneration Committee on this date, as

recommended by the Committee.

Aside from supporting the Group’s 360 Leadership Assessment

and Development Programme Spencer Stuart has no other

connections with the Company or individual Directors. It remains

accredited under the enhanced voluntary code of conduct for

Executive search ﬁrms.

Post ﬁnancial year end, Ricky Sandler was, on the recommendation

of the Committee, appointed as a Non-Executive Director of the

Board and as a member of the Committee. Ricky has a deep

knowledge of the business and believes in the quality of Entain’s

operations and substantial growth opportunities. In connection

with his appointment, due to being the Chief Executive Ofﬁ cer and

Chief Investment Ofﬁcer of Eminence Capital LP, a shareholder

of the Company, Entain entered into a Relationship Agreement

with Eminence Capital and Ricky Sandler, which covers matters

including customary governance, standstill and voting provisions.

In accordance with this agreement Ricky was appointed as a

member of the People & Governance Committee and, following its

formation in February 2024, as a member of the Capital Allocation

Committee. A summary of the principal terms of the agreement is

available on the Company’s website.

The Committee continues to work closely with Spencer Stuart to

identify potential Non-Executive Director candidates that would

add further value, bench strength and diversity to the Board.

Board composition and Board Committees

The Committee keeps the composition of the Board and its

Committees under regular review to ensure that the directors, in

their roles as members of the Board and members of the Board

Committees, as a collective, have the right skills, experience and

knowledge to discharge their responsibilities. The Committee also

keeps under review longer term succession planning for the Board

and its Committees.

The Committee has kept the membership of each Board Committee

under review during the year and has considered Committee

membership planning as part of the broader Board succession

planning process. Due to the expertise and ﬂexibility of the current

directors, we were able to reconﬁgure the composition of the

Board Committees as a result of Stella David stepping down as

Chair of the People & Governance and Remuneration Committees.

During the ﬁnancial year the composition of Entain’s Board

Committees met the requirements of the UK Corporate Governance

Code and Entain’s own Terms of Reference for each Committee.

Entain plc Annual Report 2023102

1 Overview 8 Strategic report 88 Governance 140 Financial statements

People & Governance

Committee Report

Director re-appointment for the 2024 Annual

GeneralM eeting

The Committee considered the independence of each Non-

Executive Director as part of its recommendation to the Board

for Director re-election at the 2024 Annual General Meeting.

It considered the Board Conﬂicts of Interest register and concluded

that there were no obvious conﬂict situations or outside business

interests which would negatively impact the independence of

the directors. In making its recommendation, the Committee also

considered the time commitment and performance evaluation of

each Director standing for appointment.

Diversity, equity and inclusion

The Committee received regular diversity, equity and

inclusion reports including details of key initiatives such as the

establishment of employee networks; the progress of such

initiatives; the implementation of new policies such as the Group’s

global menopause policy; action plans to improve employee

attraction, engagement and retention; action plans to improve

gender diversity within the senior leadership team; the Group’s

apprenticeship programme; and employment data including

headcount, attrition rates, people relations cases, and people-

related issues raised by the Internal Audit team. Further details on

diversity, equity and inclusion can be found on pages 48 and 49.

The Committee reviewed the Group Diversity, Equity & Inclusion

Policy (including Board diversity) which was subsequently

approved by the Board on the recommendation of the Committee.

This can be found on our website at www.entaingroup.com.

Other reviews

The Committee reviewed the Policy on Outside Appointments for

Directors and conﬁrmed compliance with this policy throughout the

ﬁnancial year.

The Committee reviewed the data submitted to the FTSE

Women Leaders Review and also reviewed and approved for

recommendation to the Board the proposal for the 2023 evaluation

of the Board and its Committees.

Towards the end of the ﬁnancial year the Group commenced a

360 Leadership Assessment and Development Programme for all

Executive Committee members. The Committee was briefed on the

contents of the assessment and the programme of which the key

ﬁndings will prove valuable as the Company undertakes its search

for a new permanent Chief Executive Ofﬁcer.

Committee evaluation

A review of the Committee’s performance and effectiveness during

the year was undertaken using a questionnaire facilitated by an

external board review ﬁrm, Lintstock. Lintstock managed the

evaluation process and produced the evaluation report.

The feedback from the Committee evaluation was positive in

terms of Committee composition, the quality of the meetings and

the information provided to the Committee members and the

workings of the Committee. The effectiveness of the Chair was

rated highly and it was recognised that the Committee had worked

well over the year. Areas of focus for 2024 include ensuring that the

Committee has a good understanding of Entain’s culture and the

issues affecting employees, ensuring that management is receiving

the support that it needs, and improving oversight of future

executive succession and development plans. The importance of a

rigorous CEO selection process was also highlighted.

Chairman’s Committee report

The Chairman’s Committee is the forum for the Non-Executive

Directors and Chairman to meet in executive session. Three

Committee meetings were held during 2023. Topics discussed

included succession planning for the Executive Directors, business

performance, and strategy.

Entain plc Annual Report 2023 103

1 Overview 8 Strategic report 88 Governance 140 Financial statements

People & Governance

Committee Report

Audit Committee Report

Introduction

I am pleased to introduce the Audit Committee report setting out

the key matters and issues considered in 2023.

In addition to the Audit Committee’s obligations for ﬁnancial

reporting and ensuring the integrity of the Company’s ﬁnancial

and narrative statements, the Committee has continued to monitor

progress with the implementation of the Group’s Enterprise Risk

Management Framework and challenged management on the

identiﬁcation and assessment of principal and signiﬁcant risks

relevant to Entain.

The Audit Committee received assurance through focused deep

dives that there has been good progress raising risk awareness

throughout the organisation. We received regular updates on

emerging ﬁnancial and non-ﬁnancial risks that has kept the

Committee informed and focused on ensuring relevant controls and

mitigating actions are in place and operating effectively.

The Committee has challenged management and our external

auditors across a range of topics, in particular, key accounting

judgments and control matters relating to M&A activity as well as

the accounting treatment for the HMRC settlement arising from

the investigation into the Group’s legacy Turkish-facing business.

The Committee has also worked closely with the Sustainability &

Compliance Committee when considering non-ﬁnancial reporting

and disclosures.

As Entain focuses on returning to organic growth in 2024, the

Audit Committee will continue to play an important role monitoring

the effectiveness of the control environment. I am conﬁdent that

we have the right mix of ﬁnancial, accounting, risk and sector

experience, to enable the Committee to continue to perform

effectively and deal with the challenges of the changing regulatory

and operating environment that we face as we go into 2024.

Pierre Bouchut

Chair of the Audit Committee

“As Entain focuses on

returning to organic

growth in 2024, the

Audit Committee

will continue to

play an important

role monitoring the

effectiveness of the

control environment.”

Pierre Bouchut

Chair of the Audit Committee

1Overview 8Strategic report 88 Governance 140 Financial statements1Overview 8Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 2023104

The role of the Audit Committee

The Audit Committee oversees the effectiveness of the

Group’s ﬁnancial reporting, systems of internal control and

risk management and the integrity of external and internal

audit processes.

Key responsibilities of the Audit Committee

Monitor the integrity of Entain plc’s ﬁnancial statements

and any formal announcements relating to the Company’s

ﬁnancial performance.

Review and challenge, where necessary, the signiﬁcant ﬁnancial

reporting issues and judgements in relation to the half-year and

annual ﬁnancial statements.

Review the effectiveness of, and ensure that management has

appropriate internal controls over, ﬁ nancial reporting.

Make recommendations to the Board concerning any proposed,

new or amended accounting policies.

Review and monitor the relationship with the external auditor

and oversee its appointment, tenure, rotation, remuneration,

independence and engagement for non-audit services.

Oversee the work of Internal Audit and assess the effectiveness,

performance, resourcing, independence and standing of

the function.

Review and monitor the implementation and effectiveness of

risk management systems and conduct a robust assessment of

emerging and principal risks facing the Company.

Oversee policies, procedures and arrangements for capturing

and responding to whistleblower concerns and ensuring they are

operating effectively.

Assess and report on the Group’s viability.

The Audit Committee Terms of Reference can be found on the Company’s

website at www.entaingroup.com.

Audit Committee membership and attendance

As at 31 December 2023 the Audit Committee comprised three

members, all of whom are independent Non-Executive Directors.

Pierre Bouchut is Chair of the Committee. He has a strong ﬁnancial

background, having been chief ﬁnancial ofﬁcer at Schneider

Electric, Carrefour and Delhaize and extensive experience as an

audit committee chair, currently serving at Pepco Group, Firmenich

S.A. and GeoPost S.A. in this role. The Board is satisﬁed that he

has the required level of relevant ﬁnancial experience, as outlined in

the UK Corporate Governance Code, and competence in accounting

and auditing as required by the FCA’s Corporate Governance Rules

in DTR7.

The Board remains satisﬁed that the Audit Committee as a whole

has an appropriate level of independence and experience and

relevant ﬁnancial and commercial experience across various

industries, including the gaming sector, to assess the issues it is

required to consider.

Committee members continue to receive relevant training to ensure

competence relevant to the business, in addition to the other skills

they bring to the Board and Committees.

Regular attendees at the meetings include the Chief Financial

Ofﬁcer & Deputy CEO, Director of Financial Control, Group General

Counsel, Director of Internal Audit, the external auditor and the

Chair of the Sustainability & Compliance Committee. During the

year the Audit Committee met for private discussions with the

external auditor and the Director of Internal Audit.

The Committee had ﬁve meetings during 2023.

Member

Number of

meetings

attended

Number of

meetings eligible

to attend

Pierre Bouchut (Chair)

David Satz 55

Rahul Welde 44

In February 2023, Mark Gregory and Vicky Jarman stepped

down from the Committee and the Board prior to any 2023 Audit

Committee meetings being convened. Rahul Welde joined the

Committee on 23 February 2023.

Entain plc Annual Report 2023 105

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Audit Committee Report

Responsibility for Entain’s ﬁnancial statements: Fair, Balanced and Understandable

The Board is ultimately responsible for presenting a fair, balanced and understandable assessment of Entain’s position and prospects,

which extends to the half-year and annual ﬁnancial statements and Annual Report.

Delegation

Entain’s ﬁnance department, led by the CFO

& Deputy CEO, prepares and reviews the

ﬁnancial statements.

Management coordinates with the CEO,

CFO & Deputy CEO and Chairman on

the preparation of any business model

and strategy.

The Company Secretary with the Chairman

of the Board, the Chair of the various

Board Committees, prepares the corporate

governance statements and all Board

Committee reports.

External Review

Entain’s external auditors audit the Annual Report and ﬁnancial statements and review the half-year accounts. A report to the Audit

Committee is prepared.

Committees’ Review

The Audit Committee reviews the Annual Report, draft ﬁnancial

statements and accompanying statements and meets with the

external auditors to review their report. The Audit Committee

proposes amendments and makes recommendations to the Board

and further approves the Audit Committee’s Report.

For the annual report the Remuneration Committee, People &

Governance Committee and Sustainability & Governance Committee

respectively review their Committee Reports, propose changes and

make recommendations to the Board.

Board Review

The Board reviews the Annual Report and ﬁnancial statements, accompanying reports and recommendations from its committees and

makes changes to the disclosure where appropriate.

Auditor Reporting to The Board

The External auditors prepare their ﬁnal report (Annual Auditor’s Report) or review report (half-year results).

Audit/Board Approval and Publish

The Board and auditors approve the Annual Report, year-end ﬁnancial statements and disclosures and the half-year report and these are

then released to the stock exchange and published on Entain’s website on receipt of the ﬁnal audit report.

In respect of the ﬁnancial statements and accompanying reports for the year ended 31 December 2023, the Company has followed

the process detailed above. Following the review and challenge of the disclosures, the Committee recommended to the Board that the

ﬁnancial statements taken as a whole, were fair, balanced and understandable. The ﬁnancial statements provided the shareholders with

the necessary information to assess the Group’s performance, business model, strategy and risks facing the business. These include the

ever increasing importance of ESG considerations.

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 2023106

Audit Committee Report

External audit

The Audit Committee has primary responsibility for overseeing

the relationship with the Group’s external auditor, KPMG.

KPMG completed its sixth ﬁnancial reporting audit, providing

robust challenge on speciﬁc ﬁnancial reporting judgements and the

control environment, with continued speciﬁc focus on the design

and operation of IT systems and controls. The lead audit partner is

Mark Flanagan who has been in role since 2021.

The Committee reviewed the external auditor’s approach and

strategy for the annual audit and also received regular updates on

the audit, including observations on the control environment and

the core platform and IT capabilities. Key audit matters discussed

with KPMG are set out in its report on page 147.

The Audit Committee reviews the fee structure, resourcing and

terms of engagement for the external auditor annually. It further

considers the reappointment of the external auditor each year

before making a recommendation to the Board.

It is anticipated that a retender for audit services will be completed

by 2028 or sooner, in line with relevant guidelines. The Committee

believes that the anticipated timeline for the retender of audit

services is in the best interests of shareholders. It provides an

appropriate balance of factors such as the auditor’s knowledge

of controls and risks, maintaining audit quality, independence and

objectivity, and providing value for money.

The Group is in compliance with the requirements of the Statutory

Audit Services for Large Companies Market Investigation

Order 2014.

Effectiveness of the external audit

The Audit Committee evaluated the effectiveness of the external

audit process during the year in consultation with the Chief

Financial Ofﬁcer and members of the senior ﬁnance team. The key

areas of focus were:

Safeguards against independence threats being sufﬁcient

and comprehensive.

Quality and transparency of communications being timely, clear,

concise and relevant and that any suggestions for improvements

or changes are constructive.

The exercise of professional scepticism and the willingness of the

auditor to challenge management’s assumptions.

The quality of the audit engagement team – including the

continuity of appropriate industry, sector and technical expertise

or where there have been new areas of activity and changes in

regulation or professional standards.

The Committee concluded that the external audit process had been

effective and noted the positive enhancements and improvements

made to the audit process during the year. Due to the growing

complexity of the Group, it was agreed that a more global audit

relationship with KPMG was required going forwards in order to

enhance the quality and transparency of key audit matters and

provide broader real time oversight of local statutory audits in the

main jurisdictions of the Group’s geographic footprint.

Activities

Financial disclosure

The Audit Committee reviewed the full and half-year ﬁnancial

statements with management before proposing them to the

Board for approval. In undertaking its review, the Audit Committee

received reports from management and the external auditor

outlining signiﬁcant ﬁnancial judgements and estimates, including

the appropriateness of Group’s revenue from online operations and

recoverability of the carrying value of the investment in the Parent

Company. In undertaking its review, the Committee focused on the

integrity of the Group’s ﬁnancial reporting process, the clarity of

disclosure and compliance with relevant reporting standards.

The Audit Committee reviewed the assessment and reporting of

longer-term viability, systems of risk management and internal

control, including the reporting and classiﬁcation of risk across the

Group and the examination of what might constitute a signiﬁcant

failing or weakness in the system of internal control.

During the year, the Audit Committee considered the affordability

of the Company’s progressive dividend policy, in particular, the

implications of the HMRC settlement provision related to the

Turkish facing business. The Committee further challenged

and debated cash ﬂow forecasts and consideration of relevant

downside scenarios informed by long term viability modelling prior

to approving the interim dividends paid for the full year 2023.

The Committee gave consideration and challenge to the

appropriateness of adopting the going concern assumption in

preparing the ﬁnancial statements. The Committee agreed with the

conclusions reached and the going concern statement for the year

ended 31 December 2023 is set out on page 77.

In considering the Annual Report and Accounts, the Committee

assessed whether the report was fair, balanced and

understandable. The process undertaken is outlined on page

106. The Committee reviewed the consistency of the narrative

disclosures and ﬁnancial statements. It received a report from

management on the veriﬁcation process undertaken in respect of

the annual report. The Committee then made a recommendation to

the Board, which in turn reviewed the report as a whole, conﬁrmed

the assessment and approved the report’s publication.

Risk

During the year the Committee received regular updates on

the progress implementing the Enterprise Risk Management

Framework and reports from the Group Risk Committee.

The Committee conducted deep dives assessments on the

principal risks allocated by the Board relating to Data Breach

and Cybersecurity, Trading Liability and Pricing Management,

Technology Failure and Taxes. During these assessments, the

Committee challenged management and sought assurances that

suitable measures were in place to monitor, manage and mitigate

the relevant risks.

The Committee conducted a year end review of principal risks and

emerging risks facing the business and will continue to work with

management to ensure that all Entain speciﬁc risks are identiﬁed

with robust processes and controls implemented to effectively

manage them. Further details on the Group’s principal risks are set

out on pages 83-86.

Entain plc Annual Report 2023 107

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Audit Committee Report

The Board with the support of the Audit Committee, completed its

annual review of the effectiveness of the system of internal control,

including the effectiveness of internal audit and consideration

of whether it had the appropriate level of independence and

its importance in assessing the Company’s culture. The Board

concluded that it was satisﬁed that the system of internal control

remains robust and ﬁt for purpose and have selected areas on a

risk basis for inclusion in the 2024 Internal Audit Plan.

Effectiveness of Internal Audit

The Audit Committee continued to monitor and review the

effectiveness and capability of the Internal Audit function over the

year. In assessing and determining effectiveness, the Committee

met privately with the Director of Internal Audit, considered

and approved the Internal Audit annual plan and surveyed

management on their view of the effectiveness of Internal Audit.

The Committee concluded that Internal Audit had unrestricted

scope and access to information and sufﬁcient resources to

fulﬁl its annual work plan. This conclusion was strengthened

by management’s positive feedback on the quality of the work

performed and the additional assurance provided to management

by the scope of Internal Audit’s processes.

Whistleblowing policy

The Group has a formal whistleblowing procedure by which

employees can, in conﬁdence, raise concerns about possible

malpractice and misconduct. This is set out in the Group’s Code

of Conduct and is approved by the Audit Committee. The Speak

Out policy sets out the type of disclosure which is protected

and also speciﬁes to whom disclosures should be made and the

process that will be followed. The Group actively encourages

individuals, where they believe that malpractice has taken place,

to make protected disclosures either internally through HR and

Internal Audit or externally through an outsourced service provider.

The Audit Committee receives regular reports from the Director

of Internal Audit on the number of cases raised and the outcome

of investigations.

During 2023, the Company’s whistleblowing procedures have

been further strengthened in order to assess complaints that might

present an ethics issue. The Audit Committee continues to be

satisﬁed that robust and appropriate arrangements are in place for

the proportionate and independent investigation of such matters

and for appropriate follow-up action.

Committee evaluation

The Committee undertook a review of its effectiveness through

an online questionnaire administered by an external facilitator

(Lintstock).

The feedback from the Committee evaluation was positive in

terms of Committee composition, the quality of the meetings,

ways of working and the information provided to the Committee

members. The effectiveness of the Chair was rated highly and

it was recognised that the Committee had worked well over the

year. There continued to be a good level of engagement with

management and the external audit partner.

Areas of focus for 2024 included close monitoring of ﬁnancial

performance, oversight of safer gambling controls, challenging

management on progress automating key processes and controls,

and spending more time to assess operational effectiveness

and resiliency.

Non-audit services

The Audit Committee is responsible for the Group’s policy on non-

audit services and the approval of non-audit services. The policy

states that in the Company’s ﬁnancial year, the total fees for

non-audit services provided by the external auditors, excluding

non-audit fees for due diligence for acquisitions and other speciﬁc

matters noted below, should not exceed 70% of the average of the

total fees for audit services they provided in the preceding three-

year period.

The policy is kept under annual review and the Audit Committee

receives regular reports on non-audit services provided by KPMG

and other audit ﬁrms. In the year ended 31 December 2023, the

total non-audit fees as a percentage of the audit fees paid to the

external auditors was 4.9%. In addition to their statutory duties,

KPMG is also employed where, as a result of their position as

auditors or for their speciﬁc expertise, they either must, or the

Audit Committee accepts they are best placed to, perform the

work in question. This is primarily work in relation to matters such

as shareholder circulars, Group borrowings, regulatory ﬁlings and

certain business acquisitions and disposals. In such circumstances

the Audit Committee will separately review the speciﬁc service

requirements and consider any impact on objectivity and

independence of the auditors and any appropriate safeguards to

this. As such the Audit Committee believes it is appropriate for

these non-audit services to be excluded from the 70% cap set

out above. In the year ended 31 December 2023 the fees paid in

respect of due diligence for acquisitions to the external auditors

was £nil.

Internal Audit

Internal Audit provides assurance to the Board, through the Audit

Committee, that effective and efﬁcient control processes are in

place to identify and manage business risks that may prevent the

business from achieving its objectives and strategy.

The Director of Internal Audit is a standing attendee of the

Committee and provides regular reports on Internal Audit ﬁndings,

including the assessment of issues raised in previous reports.

The work completed by Internal Audit during the year focused on

key areas of the Group (disclosed on pages 83 to 86 under Principal

Risks), which included:

Reviews of anti-money laundering and safer gambling processes

across various jurisdictions and businesses.

Digital fraud management.

Recruitment, talent resilience and retention practices.

Data governance and retention management.

Safer gambling interactions management.

IT governance, including privileged access controls.

Command Centre Management and performance of core

production systems

Disaster Recovery.

Stadia health and safety and animal welfare

Review of the Group’s compliance with the UK Modern Slavery

Act and adequacy of provisions to mitigate risks of slavery.

Compliance with Ontario licence requirements

Ongoing reviews of key ﬁnancial controls’

operating effectiveness.

Entain plc Annual Report 2023108

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Audit Committee Report

Accounting and key areas of judgement and estimate

Throughout the course of the year, the Audit Committee determined the following areas of the ﬁnancial statements were of signiﬁcant

interest. These issues were discussed with management and the external auditors to ensure that the required level of disclosure has been

provided and that appropriate rigour has been applied where any judgement may be exercised.

Matter considered Action

Separately disclosed items and Alternative

Performance Measures

The Group separately discloses certain items in order to allow

a clearer understanding of the underlying trading performance

of the business. In 2023, the Group has recorded a net charge

in respect of items which have been separately disclosed

from continuing activities of £1,217.8m after tax in the

Income Statement.

As part of their assessment that the treatment of separately

disclosed items in the ﬁnancial statements is appropriate, the

Audit Committee has considered each of the items disclosed

and challenged, where necessary, the treatment adopted by

management. The Audit Committee has also considered the

conclusions reached by KPMG as part of its audit in this area

and are satisﬁed with the treatment and disclosure adopted.

In addition, non-GAAP measures have been provided

within the Annual Report and Accounts to assist in the

articulation of the underlying business performance. Non-

GAAP measures relate to industry standard KPIs which are

commonly used by the Group’s peers and market analysts.

Management’s use of non-GAAP measures in explaining the

underlying business performance has been considered by

the Audit Committee, along with the views of KPMG on their

use and prominence. Whilst the Committee understands the

challenges associated with the use of non-GAAP measures,

they are satisﬁed with the balance of the disclosure provided.

IFRS 3 Fair Value of Business Combinations

During the year, the Group completed a number of

acquisitions as detailed in Note 32 to the ﬁnancial statements.

Included within the IFRS 3 fair value exercise are a number of

judgements and estimates including:

• the assessment that future revenue shares in Tab NZ form

part of consideration

• the estimate of consideration, including contingent

consideration, particularly on Tab NZ

• the estimates of the fair value of acquired intangibles

and goodwill

The Audit Committee has reviewed the judgements and

estimates made in connection with the accounting treatment

for business combinations including what items constitute

consideration, the value of contingent consideration

recognised, the assets and liabilities identiﬁed on acquisition

and the appropriateness of fair values derived.

In assessing the valuations, the Audit Committee has reviewed

the working papers provided by management and the work

of the Group’s external valuation specialists as well as the

conclusions reached by KPMG.

In addition, the Audit Committee has assessed the

appropriateness of the assumptions used by management in

reassessing the value of contingent consideration obligations

as at the year end date.

Following review of all of these items, the Audit Committee has

concluded that the treatment within the ﬁnancial statements

is appropriate.

Impairment

The Group has signiﬁcant value in enduring and indeﬁnite

life assets such as UK brands and goodwill which need to

be reviewed for impairment annually. In 2023, as part of the

annual impairment exercise, the Group has recognised a

non-cash impairment charge of £190.0m against the goodwill

in the Australian business.

Inherent in any impairment of a CGU is a degree of estimation.

The carrying value of all enduring and indeﬁnite life assets

have been tested for impairment as part of the annual

cycle. In assessing that the conclusions reached are

appropriate, the Committee have reviewed the forecasts, key

assumptions and methodology adopted by management in

preparing their impairment assessment and, in particular,

determining the impairment charge recognised against the

Australian business.

As part of their assessment, the Committee have also

reviewed KPMG’s audit ﬁndings and deem that both the

treatment and disclosure of the impairment within Note 14

are appropriate.

Entain plc Annual Report 2023 109

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Audit Committee Report

Introduction

In April 2023 the name of the Committee was changed from the

ESG Committee to the Sustainability & Compliance Committee

and matters relating to diversity, equity and inclusion, previously

covered by the ESG Committee, were transferred to the newly

established People & Governance Committee (see page 101).

These changes reﬂected feedback arising from last year’s internal

evaluation of the ESG Committee and were made to make the

increasingly wide remit of the ESG Committee more manageable.

During the year, the Committee continued to monitor and provide

focus, support and challenge on sustainability and compliance

issues. The Committee remained guided by Entain’s Sustainability

Charter which outlines Entain’s ESG leadership ambitions.

The Charter remains an important part of Entain’s ESG leadership

position within the gaming sector.

The Committee continued to monitor the management and

mitigation of the Principal Risks allocated to it by the Board and

ensure that its observations were fed back to the Board. During the

year the Principal Risks were ‘Safer Betting and Gaming’, ‘Health,

Safety & Wellbeing of Customers, Communities and Employees’,

and ‘Loss of Key Locations’. Following review by the Board it

was determined that Loss of Key Locations would no longer be

treated as a standalone Principal Risk and that it should form part

of the Principal Risks ‘Ensure Health, Safety, Security and Well-

being of Employees, Customers, and Communities’ and ‘Maintain

Technology Platforms Resilience’ – further detail can be found on

page 83.

As a result of the reconﬁguration of the Board Committees

following Stella David’s appointment as Interim Chief Executive

Ofﬁcer, Rahul Welde stepped down from the Committee in

December and I welcomed our Chairman, Barry Gibson, as a

member of the Committee.

We developed

this strategy to

strengthen our

sustainability

leadership role –

which plays a crucial

enabling role in our

long-term growth.”

Virginia McDowell

Chair of the Sustainability & Compliance Committee

Sustainability & Compliance Committee Report

Virginia McDowell

Chair of the Sustainability & Compliance Committee

1Overview 8Strategic report 88 Governance 140 Financial statements1Overview 8Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 2023110

The role of the Committee

The Committee provides oversight of the Company’s Sustainability

and Compliance programme, overseeing the effective management

of the Company’s ongoing relationship and engagement with

a wide spectrum of stakeholders. It monitors progress against

internal key performance indicators and external Sustainability &

Compliance index results.

Key responsibilities of the Committee

Consider the adequacy of the Group’s Sustainability and

Compliance policies and processes by reviewing reports

prepared by management on a range of issues such as

responsible gambling, data protection and the Company’s

impact on the environment.

Ensure that sufﬁcient focus and resource is given to

implementing, monitoring and managing the Company’s

Sustainability and Compliance policies and processes and that

these remain effective.

Consider the appointment of third parties to advise on

Sustainability and Compliance policies and practices and/or

audit the Group’s Sustainability and Compliance policies.

Liaise and work with the Board’s other Committees to ensure the

Board’s duties and responsibilities are carried out effectively.

Prepare an ESG report for inclusion in the Annual Report

and Accounts and oversee that any public disclosures on

Sustainability and Compliance issues made by the Group

accurately reﬂect the Group’s policies and processes.

The Committee’s terms of reference were reviewed and updated

by the Committee and subsequently approved by the Board during

the ﬁnancial year. These can be found on the Company’s website at

www.entaingroup.com. The Committee has operated in line with its Terms

of Reference throughout the ﬁnancial year.

Committee membership and attendance

The Committee has three members, two independent Non-

Executive Directors plus the Chairman of the Board. Stella David

stepped down from the Committee on 26 April 2023 following

the establishment of the People & Governance Committee which

she chaired until December 2023 (see the People & Governance

Committee report on pages 101 to 103 for further information).

Following changes to Board Committee memberships agreed in

December 2023, Rahul Welde stepped down from the Committee

with effect from 15 December 2023 and Barry Gibson joined the

Committee with effect from the same date.

Regular attendees at the meetings include the Director of Internal

Audit and the Group General Counsel. Other individuals and

external advisers are invited to attend as and when appropriate

and necessary.

The Committee had six meetings during the year, all of which took

place before the membership changes agreed in December 2023.

Attendance at the meetings was as follows:

Member

Number of

meetings

attended

Number of

meetings eligible

to attend

Virginia McDowell (Chair)

Stella David

David Satz 66

Rahul Welde

1 Resigned from the Committee on 26 April 2023.

2 Resigned from the Committee on 15 December 2023.

Activities

Safer betting and gaming

The Committee received regular updates on the Group’s

responsible betting and gaming programme. Brieﬁngs were held on

the continued development and impact of the ARC

programme

and the Committee was given a demonstration of the customer

journey under a range of scenarios. A deep dive review of the

Principal Risk: Safer Betting & Gaming was undertaken, where

the Committee considered potential developments in technology

and regulatory guidance in key areas such as affordability and

customer protection.

As in the previous ﬁnancial year, the Committee undertook a

half-year and a full-year review of the delivery of safer betting

and gaming project metrics as part of the responsible gaming

element of the Group-wide annual bonus structure which has a

15% weighting. This review included an external assessment by

EPIC Risk Management on the Company’s performance against

targets. With more challenging metrics having been put in place

for 2023, at its year-end assessment the Committee determined

it was satisﬁed that these metrics had been met and made a

positive recommendation to the Remuneration Committee as part

of its assessment.

Further information on the responsible betting and gaming

remuneration metric is outlined on page 131 of the Directors’

Remuneration Report.

Sustainability

During the ﬁnancial year the Sustainability Team completed a

comprehensive sustainability materiality assessment which was

reviewed by the Committee. The assessment has helped Entain to

better identify the sustainability issues that are most material to

the business and its stakeholders and will support its preparation

for the incoming reporting requirements, such as the EU Corporate

Sustainability Reporting Directive. Following the sustainability

materiality assessment the four pillars of the Sustainability Charter

were updated to:

Be a leader on player protection

Provide a secure and trusted platform

Create the environment for everyone to do their best work

Positively impact on our communities

More information on Entain’s Sustainability strategy can be found

on pages 40 and 41.

Gaming licence compliance

The Committee considered key elements of the Group’s gaming

licence compliance programme, including the development and

update of Entain’s Sports Betting Integrity Policy and the measures

being taken to reduce the threats posed by Sports Betting

Integrity issues.

Compliance governance

The Committee received quarterly reports on international, UK,

Retail and digital compliance developments and monitoring of

the Group’s compliance management. It continued to review the

impact of M&A activity on the Group’s compliance programme

and the regulatory risks associated with new market entry.

The Committee received updates on the progress of the application

for a compliance management system certiﬁcation against ISO

37301 and on the progress of the Compliance Assessment by the

UK Gambling Commission.

Entain plc Annual Report 2023 111

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Sustainability & Compliance

Committee Report

Ethics & compliance

Ethics and integrity are at the core of our organisation and culture.

The Committee received regular updates on the key regulatory

issues and trends around ethics, compliance and anti-money

laundering from the expanded Ethics & Compliance team.

The Committee approved the new Ethics & Compliance Charter

which sets out the mission of the Group’s Ethics & Compliance

Programme and the independence and authority of the Ethics &

Compliance team, which ensures that they are able to request

information and access resources and colleagues to enable

them to effectively undertake monitoring, testing activity and

investigations. The Committee reviewed and approved the Group’s

Global Anti-Money Laundering & Counter-Terrorist Financing Policy

and the Ethics & Compliance Three Year Strategy.

Privacy and data protection

Regular updates on privacy and data protection were given to

the Committee, covering matters such as the steps being taken to

improve data governance, the ongoing development of the Group’s

cybersecurity strategy, and key legal and regulatory developments

around data legislation.

The Committee completed its annual review of the Group Data

Retention Policy and the Group Data Protection Policy.

Health, Safety, Security and the Environment (“HSSE”)

The Committee discussed the Group’s environmental strategy

and its commitment to being carbon net zero by 2035.

HSSE performance was monitored by the Committee through

regular updates on the Group’s HSSE performance indicators and

initiatives. The Committee reviewed and approved the proposed

HSSE strategy for 2023 as well as agreeing the Group’s HSSE KPIs

for the forthcoming year. The Committee reviewed and approved

the Health, Safety, Wellbeing & Workplace Policy Statement and

the Environmental Policy Statement, both of which can be found on

the Company’s website at www.entaingroup.com.

During the ﬁnancial year further workshops were held to

support the Group’s work on meeting the TCFD requirements.

The Committee received updates on the progress of the workshops

and how they were informing the Group’s environmental strategy.

The Committee undertook deep dive reviews on the two Principal

Risks: health, safety and the wellbeing of customers, communities

and employees, and loss of key locations. The former focused

on addressing key risks and facilitating management solutions

relating to HSE matters whilst the latter focused on the ﬁndings

arising from assurance checks undertaken by the HSSE team and

the actions taken to resolve any issues that had come to light from

those checks.

Modern Slavery Act statement review

The Committee reviewed the Group’s Modern Slavery and Human

Traf ﬁcking Transparency Statement for the ﬁnancial year ended

31 December 2022, noting the key mitigation activities undertaken

in 2022 including the continued monitoring of risks across the

Group’s supply chains, enhanced mandatory training for all

employees, and updated policies including a new Code of Conduct

which sets out the Group’s commitment to preventing modern

slavery. Entain continued to partner with Unseen, a UK anti-slavery

charity. During 2022 steps were taken to implement the majority

of the recommendations arising from the 2021 gap analysis

undertaken by Unseen.

During the year, the Committee received updates on the

development of the multi-year Modern Slavery Strategy and

the Modern Slavery Programme to support the Group’s work

combating modern slavery. More details can be found on page 51.

The Modern Slavery statement can be viewed on our website at

www.entaingroup.com/modern-slavery-statement

Other reviews

The Committee oversaw the annual ESG report, reviewing the

content and giving feedback to management on its content. It also

received an overview of the current IT infrastructure and the key IT

projects underway as well as an overview of the work of the Group

Payment Processing Committee.

The Committee meeting packs included the quarterly Internal Audit

reports for information purposes. As and when appropriate, the

Director of Internal Audit brought key matters to the attention of

the Committee.

The Committee received an update on the progress of the

Group’s commitment to ﬁ nancially support areas such as

research into safer gambling and education initiatives, grassroots

sports, diversity in tech and community projects through the

Entain Foundation.

Committee evaluation

A review of the Committee’s performance and effectiveness during

the year was undertaken using a questionnaire provided by an

external board review ﬁrm, Lintstock. Lintstock managed the

evaluation process and produced the evaluation report.

The feedback from the Committee evaluation was positive in

terms of Committee composition, the quality of the meetings and

the information provided to the Committee members, and the

workings of the Committee. The Chair was rated highly and it was

felt that the Committee had a good oversight of the policies and

controls that fell within its scope of responsibilities. The changes

to the Committee’s remit made following feedback from last year’s

Committee evaluation had been positively received. Areas of focus

for 2024 included ensuring a continued focus on safer betting and

gaming, supporting the management of environmental goals and

programmes, addressing the signiﬁcant regulatory issues faced by

the Company, undertaking tailored training, and receiving more of

an external perspective on best practices relating to key issues.

Entain plc Annual Report 2023112

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Sustainability & Compliance

Committee Report

Annual Statement from the Chair of the Remuneration

Committee

On behalf of the Board, I am pleased to present the Directors’

Remuneration Report (the “Report”) for the year ended

31 December 2023.



having taken on this role on 14 December 2023 upon appointment











shareholders to vote on our Annual Report on Remuneration at

our AGM on 24 April 2024. The Report summarises remuneration



Policy for 2024. The Policy is set out in our 2022 Directors’



at www.entaingroup.com.

In a year of transition for



have been mindful of

the experience of our



making remuneration



a strong alignment of



performance.”

Virginia McDowell



Directors’ Remuneration Report

In this section

 



 

 

124 Remuneration in context

130 Annual Report on Remuneration

 8Strategic report 88 Governance 140 Financial statements

113Entain plc Annual Report 2023

2023 incentive outcomes

2023 annual bonus





performance). Our results in 2023 failed to meet the threshold level

of the stretching performance conditions that had been set, and so









progress continued to be made in both of these areas, resulting in a

full payout in relation to these metrics.









Further details can be found on page 131.

2021 Long-Term Incentive Plan (“LTIP”)



relative Total Shareholder Return (“TSR”) targets over the three-

year period ended 31 December 2023.



lapsed in full. Full details are set out on page 132.

2023 Group performance







shareholder value.

Key performance highlights in 2023 include:

 

 

 

 

Our joint venture in the US, BetMGM, delivered a strong





 



 





 

bringing total for the year to 17.8p per share.

 



derived from regulated or regulating markets, and have



deliver market leading player protection in the markets in









outstanding track record of success across multiple industries.

While this is an interim appointment, Stella is focused on driving





Entain plc Annual Report 2023114

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

 





date of 31 August 2023.

Looking ahead to 2024

Directors’ salaries









to our UK Retail colleagues).



Annual bonus



annual bonus and concluded that it is appropriate to make some











of BetMGM is being included as a standalone metric this year to

emphasise the importance of this business to the future value of















the business during the year.

Long-Term Incentive Plan



















100 and a bespoke peer group) as they continue to represent the

most appropriate market reference points.

Conclusion

















and in the interests of, our stakeholders.





Virginia McDowell



Board changes

Stella David























recruitment, this commitment is being replicated.

Jette Nygaard-Andersen







contribution to the business over the last three years, including





operating only in regulated or regulating markets and overhauling

our governance approach.



this context and further details are set out in the payments for loss



 





 



plan rules in respect of her outstanding LTIP and Annual and



pro-rated bonus in respect of 2023, determined in the same



and half in deferred shares, as normal.

 







13 December 2024.

Robert Hoskin









remuneration arrangements in the light of this. Further details of

Robert’s leaving arrangements are set out in the payments for loss



 

medical insurance continues until the end of the plan year

(31 March 2024).

 





 









Directors and paid half in cash and half in deferred shares,

as normal.

  8 Strategic report 88 Governance 140 Financial statements

115Entain plc Annual Report 2023

Directors’ Remuneration

Report

Role of the Committee

The Committee oversees the Company’s

overall remuneration strategy to ensure it is

aligned to the Company’s purpose and values

and is linked to the successful delivery of the

Company’s long-term strategy. The Committee

has delegated responsibility for designing and

determining remuneration for the Chairman,

the Executive Directors and senior executive

management. It also reviews the remuneration

of the wider workforce and related policies

and the alignment of incentives and rewards

with culture, taking these factors into account

when setting the remuneration policy for the

executive team.

The Remuneration Committee

Committee membership and attendance during 2023

Member

Number of

meetings

attended

Number of

meetings

eligible to

attend



Stella David



Mark Gregory





Rahul Welde

 6

 

December 2023.

 





 





 

 























Key responsibilities

Recommending to the Board the Remuneration Policy for



 



 

Overseeing the Remuneration Policy for all colleagues.



www.entaingroup.com.

Entain plc Annual Report 2023116

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Key areas of Remuneration Committee focus in 2023

A summary of the matters considered during the year is set



Our workforce

 

Forum representatives

Receiving updates on all-colleague remuneration

arrangements throughout the Group

 

Gap Report

Approval of the launch of the 2023 ShareSave



Determination of the payouts from the 2022 annual bonus



Approval of the 2023 annual bonus plan and 2023



and targets

 



 



 

Approval of the remuneration package for Stella David as



 



of approval by the full Board

Committee governance

Approval of the 2022 Directors’ Remuneration Report

Receiving updates on external market developments in

remuneration and governance, including international

compensation practices

 



 



 





Remuneration Committee evaluation







facilitator Linstock.





 





variable pay.

 

key stakeholders.

 

decision making.

Priorities for change and improvements to strengthen



















themes and remuneration topics that are important for motivating









on key topics such as setting incentive plan targets that motivate

shareholder value creation and understanding the markets for



Advice to the Committee

Advisers are appointed independently by the Remuneration



that the advice it receives is independent, objective and free from







advice included provision of market data, advice on content of



market and best practice.

Deloitte LLP also provided a range of tax and advisory services to



assistance to the Group’s internal audit function.



relation to executive remuneration consulting in the UK. Further details can be found at www.remunerationconsultantsgroup.com.





Shareholder voting and consideration of shareholder views





Resolution Date

Votes

for

% of

votes for

Votes

against

% of

votes against

Votes

withheld

Annual Report on

Remuneration  461,233,616    

Remuneration Policy     6.4% 2,146,077

Entain plc Annual Report 2023 117

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

The remuneration framework for Executive Directors at Entain is intended to incentivise

them to execute the Company’s strategy and create long-term sustainable value for shareholders.



Year 1 Year 2 Year 3 Year 4 Year 5

Total

pay

Fixed

Pay

Base salary



Pension

Annual

Bonus

One-year performance

period

Key performance

metrics

Malus provisions

apply

Three-year deferral period





LTIP

Three-year performance period

Key performance metrics

Malus provisions apply







Shareholding

Requirement



2023 – Executive Directors’ remuneration

The full explanatory notes for each element of remuneration are detailed on pages 130 to 132 in the Annual Report on Remuneration.

£000s Base Salary  Pension

Annual

Bonus LTIP Total



4613– 



813   407 – 

  16  222 – 821



211 2 –  – 

 

 

 

Executive remuneration at Entain

Entain plc Annual Report 2023118

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

2023 Incentive outcomes

The full explanatory notes for the annual bonus and LTIP outcomes are detailed on pages 131 to 132 in the Annual Report

on Remuneration.

2023

Annual

Bonus

Underlying

Group

Operating



0% of

maximum

Group

NGR

(20%)

0% of

maximum

Safer Betting

and Gaming

(15%)

100% of

maximum

Customer

(5%)

100% of

maximum

Total

payout

20% of

maximum

2021–23

LTIP

Cumulative

EPS (33.3%)

0% of

maximum

Relative TSR

vs. FTSE 100

(33.3%)

0% of

maximum

Relative TSR

vs. Bespoke

peer group

(33.3%)

0% of

maximum

Total

payout

0% of

maximum



 

Threshold



Target



Stretch



Outcome

£5,409m

Outcome

£642m

Threshold



Target



Stretch



Threshold



Target



Stretch



Outcome

3.6

Outcome

(15.5%)

Threshold

Median: 8.4%

Stretch

Upper quartile: 46.1%

Threshold

Median: 13.0%

Stretch



Outcome

(15.5%)

Threshold



Stretch



Outcome

225.3p

Entain plc Annual Report 2023 119

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Implementation of the Remuneration Policy for Executive Directors





Element Operation

How we implemented

the Policy in 2023

How we plan to implement

the Policy in 2024

Salary

To provide competitive















 



annually by the



increases normally take



To the extent that





be no higher than

the typical level of

increase across the



 



– 

– 



– 

 

her appointment on 13 December 2023):



 







To provide competitive







 

is based on the cost to

the Group and there

is no pre-determined

maximum limit

 

receive standard



and life insurance and



 



 

Pension







 

have the opportunity

to participate in a

company-provided





to other employees,

or may receive a cash





 



 

salary company contribution



2023 then 6% of salary of



paid into the pension plan





 

 

 







Annual Bonus















Maximum annual

incentive opportunity of











threshold performance.



opportunity is payable

for target performance

 



into shares for

three years

Dividend equivalents

are payable on

deferred shares

 

provisions apply

Maximum opportunities:

– 

– 

Directors – 200%

Performance metrics (as a

percentage of total):

– Underlying Group



joint venture) (60%)

– 

venture (20%)

– Safer Betting and Gaming



– 

 



20% of their maximum

opportunity. See page 131 for

further information

Maximum opportunities:

– 

– 

 

of bonuses

Performance metrics (as a percentage

of total):

– 

US joint venture) (60%)

– 

– 

– Safer Betting and Gaming (10%)

– Individual Objectives (10%)

– Any payment is subject to the completion

of mandatory training relating to safer



Targets are considered commercially



Directors’ Remuneration Report

1. See page 130 for more details.



Y2 Y3 Y4 Y5



Y2 Y3 Y4 Y5



Y2 Y3 Y4 Y5



Y2 Y3 Y4 Y5



Y2 Y3 Y4 Y5

Entain plc Annual Report 2023120

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Element Operation

How we implemented

the Policy in 2023

How we plan to implement

the Policy in 2024

LTIP











 



and 400% of base salary for



Threshold performance







 



and maximum

 

and are subject to a three-

year performance period

 



vesting period

Dividend equivalents are



 

provisions apply

 

– 

– 

– 

in 2023

Performance conditions:

– 



– Relative TSR vs. a bespoke



The performance period

for the 2021 LTIP ended in



lapse in full. See page 132 for

further information

 

– 

– 

Performance conditions:

– 



– Relative TSR vs. a bespoke



See page 123 for details on



in 2024

Shareholding Guidelines











 



post-tax number of vested



incentive plans until the

minimum shareholding

requirement is met

and maintained

 

required to maintain 100%

of their guideline (or their





cessation of employment

Shareholding guidelines:

– 

– 



 

interests as at 31 December

2023 are detailed on page 134

Shareholding guidelines:

– 

– 



Y2 Y3 Y4 Y5



Y2 Y3 Y4 Y5





Y2 Y3 Y4 Y5

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Directors’ Remuneration

Report

Performance metrics and link to strategy





Strategic pillars

Element of reward Link to reward Growth Sustainability

Bonus 



Safer betting and gaming

Individual objectives

Deferral of bonus into shares

LTIP Total shareholder return



Bonus and LTIP 



 ShareSave for all employees





Learning and development opportunities

Entain plc Annual Report 2023122

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Directors’ Remuneration

Report

2024 Incentive plan metrics

Annual bonus



annual bonus?









by splitting out the element relating to BetMGM as a separate

metric. This further emphasises the importance of BetMGM’s





annual bonus?





betting and gaming metric and individual objectives.

In order to have a sustainable business, the protection of our



continuing to include a safer betting and gaming metric reinforces

the importance of this to all our colleagues.









of key activities.

What is the underpin?

In previous years, the threshold for our safer betting and gaming

metric has required a minimum number of colleagues to complete







any payment under the annual bonus plan. This further drives

personal accountability.



for 2024?







been reduced, as described above, the previous threshold has





impacts on our safer betting and gaming and customer agendas,





in these areas.

How will the safer betting and gaming metric work

for 2024?



around our colleagues’ completion of relevant training.







When will targets for the 2024 annual bonus be disclosed?

The targets for the annual bonus, including individual objectives





year’s Directors’ Remuneration Report.

2024 LTIP

What metrics will be used for the 2024 LTIP?













relative TSR metrics. This aligns management’s interests closely



enhance long-term value creation.















What are the targets for the 2024 LTIP?





Metric Weighting

Threshold

(16.7% vesting)

Maximum

(100% vesting)

  Median 

TSR vs. peer group  Median 

 





factors, including consideration of underlying performance.

Entain plc Annual Report 2023 123

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Committed to good governance







Clarity  



 



Simplicity

 

 

There is clear line of sight for management and shareholders.

Risk  

 



 



Predictability

 



Proportionality

 



 



Alignment

to culture

 



 



gaming agenda.

 







Remuneration in context

Entain plc Annual Report 2023124

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Understanding our colleague reward framework



principles applied to all levels.

 

 



We aim for transparency and a fair cascade of remuneration throughout the Group.







Element Wider workforce Executive Directors and senior management

Base salary

Our base salary is the basis for a competitive





 

factors such as country budget, relevant



and experience of each individual, relativity



legislative requirements.

 





relative to market rates, forecasts of any

further market increases and attrition rates.

 

and senior management forms the basis of



salaries annually.



 





 



 

Directors and senior management are aligned





 

are eligible to participate in the pension

arrangement in their country of employment on

the same basis as local employees.

Short-term incentives

 





and senior management, although depending

on role, greater emphasis may be placed on

business unit performance.

We operate local incentive arrangements



market practice.

 

management participate in the same Group

annual bonus plan as eligible members of the



 

subject to deferral into shares for three years.

 

Long-term incentives

A proportion of this population is eligible to

be considered for LTIP or Restricted Stock



 

 

in the Group’s all-employee ShareSave plan.

 



senior management, and vesting is subject to

Group performance outcomes.

 





 

pages 116-117

Entain plc Annual Report 2023 125

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Consideration of colleague and stakeholder views











remuneration arrangements. During the year, this included





Retail colleagues.































representatives from across the Group and gave them the







provided very informative input on their experiences and



ongoing active participation of these colleagues and the insights

received and thank them for their input.

All-employee remuneration and actions in response to cost-

of-living pressures



employer and the focus on this is heightened in the current







remuneration initiatives during 2023:

 







market conditions.

 







All of our colleagues have the opportunity to share in the value

they create. A third cycle of our all-employee ShareSave plan











colleagues in delivering the Group’s objectives, and the



people in the coming year.

Entain plc Annual Report 2023126

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

CEO pay ratio (unaudited)







the second provides further information on the total colleague







mainly attributable to the increase in the median pay of our UK

colleagues. Our UK employee population is predominantly made





retail organisations.

Method

25th

percentile

50th

percentile

75th

percentile

2023 Option A  78 

2022 Option A 101 87 73

2021 Option A  122 

2020 Option A 106  

 Option A 278  170

UK colleagues – pay element

25th

percentile

50th

percentile

75th

percentile

Salary   20,301

Total remuneration   28,663



 





calculate total remuneration for all of our UK colleagues and rank

them accordingly on this basis.

 

calculated based on full-time equivalent data as at 31 December

2023. Salary excludes any statutory payments such as





 





and that the overall picture presented by the ratios is consistent







colleague population are fair and reasonable and receives regular



We aim to provide a market-competitive remuneration package in



appropriate to the local market and the ability for many colleagues



We successfully launched the third cycle of our all-employee







subject to continued employment.

Structures are in place to support salary progression, and regular







Relative importance of the spend on pay





 2023 2022 % change



753.8  



106.9  113.8%

1. Increase in staff costs is largely due to an increase in employee numbers and an





2023 compared to only one in 2022.

Gender pay gap reporting





male and female colleagues in the UK is 4.0% (2022: 3.2%),







(2022: 38.7%).

From further analysis it is clear that these gaps largely remain





are continuing to invest in initiatives to create greater diversity at

senior levels. Further information on these is provided on pages







www.entaingroup.com.

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Directors’ Remuneration

Report

01/02/16

£0

£250

£200

£100

£50

£150

£300

£350

£400

£450

31/12/2031/12/1931/12/1831/12/1731/12/16

Entain FTSE 100 FTSE 350 Travel & Leisure Index

Source: Thompson Reuters DataStream

31/12/21 31/12/22

31/12/23

Summary of performance















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Directors’ Remuneration

Report

Summary of CEO remuneration outcomes: 2015–2023

Year 2023 2022 2021 2020 2019 2018 2017 2016 2015



David



Andersen



Andersen



Andersen

S Segev

Alexander



of total

remuneration



£0.55m £1.33m          

Annual bonus

payout

(% of

maximum) –20%48.8% 100% – – – 100%  100% – –

LTIP vesting (%

of maximum)

–– ––––  ––––



vesting (% of

maximum) ––– – – – – – 100% 100% 100% 100%

 

 

entitlement to receive a bonus payment in respect of 2023.

 



 

 

 

Change in Directors’ pay for the year in comparison to all Entain colleagues







2023 2022 2021 2020

Base

salary/

fees 

Annual

bonus

Base

salary/

fees 

Annual

bonus

Base

salary/

fees 

Annual

bonus

Base

salary/

fees 

Annual

bonus

Executive Directors

S David

–– ––––––––––



–– ––––––––––

R Wood

3.0% 1.3% (57.8%) 3.6% 1.4%  27.2% 2.2% n/a – – –



–– –   ––––––

Non-Executive Directors

B Gibson

6,7

0% – – 0% – –  ––– ––

P Bouchut

7, 8

5.1% – – (1.2)% – –  ––(3.8)% ––





–– –

M Gregory

–– ––––––––––



–– ––––––––––



0.9% – – 0% – –  –– ––

D Satz

(0.4%) – – 11.3% – – – – – – – –

R Welde

–– ––––––––––

All colleagues

10.9% (5.2%) (9.7%) (0.1)%   0.1%  132.4%  (1.4)% 

 



 



 





 



 

fees in 2023.

 

 

 



 

 

 

for him are as a result of foreign exchange movements.

 

 



Entain plc Annual Report 2023 129

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report



















elements is provided in subsequent sections.

Executive Directors

Base

salary  Pension

Annual

bonus

Long-term

incentive

Total



remuneration

Total variable

remuneration

       

Stella David

20234613–   

2022–––––– – –



2023 813   407 –   407

2022 820 36  1,000 –   1,000

Rob Wood 2023  16  222 – 821  222

2022        



2023 211 2 –  –  213 

2022 410  –4001,2632,078  1,663

 







 

 







Base salary





 

 

 



















expenses incurred in undertaking her duties as a Director. The table above includes these expenses and the related tax.













Annual Report on Remuneration

Entain plc Annual Report 2023130

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

2023 annual bonus

















Metric Weighting Threshold Target Stretch Actual



maximum for

each metric

Payout as a % of

maximum bonus

opportunity

 60%     0% 0%

 20%     0% 0%

Safer betting and gaming   100% 

  0233.6100% 

Total as a % of maximum opportunity 20.0%



In summary:

UK market – based on the usage of our active account management tools amongst risk-assessed online customers and the





 

requirements, culture and maturity, giving an opportunity to offer the same targeted interactions and overall experiences to a large

number of our players around the globe.

In addition, a minimum level of completion of safer betting and gaming and other relevant training modules had to be achieved by our

colleagues globally.













in maximum payout for this metric.





 

 

 

 

 









Entain plc Annual Report 2023 131

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report



J Nygaard-Andersen R Wood R Hoskin

Bonus opportunity (% of salary)  200% 200%

Salary eligible for 2023 bonus   

Outcome:

– As % of maximum bonus 20% 20% 20%

– As % of salary  40% 40%

   













Metric Weighting

Threshold

(25% vesting)

Maximum

(100% vesting)

Entain

performance

Vesting as a % of

maximum for

each metric Vesting

 One-third Median:

13.0%

Upper quartile:

  0% 0%

Relative TSR vs. bespoke peer group

One-third Median:

8.4%

Upper quartile:

46.1%  0% 0%

 One-third    0% 0%

Total as a % of maximum opportunity 0%

 









Entain plc Annual Report 2023132

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report



Share awards granted during 2023 (audited)



Plan (“ADBP”).

Name Award type Grant date

Face value of

award

awarded

1,2

% vesting

at threshold

performance

% vesting at

maximum

performance

Performance

conditions

 LTIP    16.7% 100% 

ADBP 21 March 2023   n/a n/a 

R Wood LTIP    16.7% 100% 

ADBP 21 March 2023  20,372 n/a n/a 

 ADBP 21 March 2023   n/a n/a 

 

 





1 October to 31 December 2022).



















Metric Weighting

Threshold

(16.7% vesting)

Maximum

(100% vesting)

 

Median 

Relative TSR vs. bespoke peer group





 







the terms of the Policy, to exercise discretion to override the formulaic outcomes if it believes that the formulaic outturn is not appropriate.

Entain plc Annual Report 2023 133

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Shareholdings and share interests











deferred bonus shares (on an after-tax basis). The current shareholding requirements are:

 

 









in the implementation of the post-employment shareholding guideline our policy includes the potential to require leavers to deposit the

requisite number of shares into a trust or nominee arrangement. In the case of good leavers, future vestings may be made subject to

adherence to the shareholding requirement.











Share interests

subject to

performance

conditions

Share interests not

subject to

performance

conditions

Name

Number of



owned shares

awards

options

awards

options





2023

Value of shares





Shareholding

requirement

met?

S David 112,186 – – – – 112,186 128% 





 612,828 –  –  130% 

R Wood   –47,866 –   Y



 –  –36,686 472,381  Y

 



 



 



 





 

employment on 13 December 2024.





Executive Directors’ service contracts and external appointments



Director Date appointed Arrangement Notice period

S David 13 December 2023 Service contract 12 months

R Wood  Service contract 12 months











Entain plc Annual Report 2023134

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report



Jette Nygaard-Andersen









 





 

Policy and the provisions of the incentive plan rules. As such, she retained her eligibility to receive an annual bonus in respect of 2023,







 





 

her termination.

 







Robert Hoskin







Salary paid up until 31 August 2023, and medical insurance continuing until the end of the plan year (31 March 2024). Salary and





 

Pay Order.

 

 

the Remuneration Policy and the provisions of the incentive plan rules. As such, he retained his eligibility to receive a time pro-rated







 



leaver treatment if this requirement is not met.

 

his termination.

Entain plc Annual Report 2023 135

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Chairman and Non-Executive Directors





Non-Executive Directors

Fees

£000



£000

Annual

bonus

£000

Long-term

incentives

£000

Pension

£000

Total

£000



remuneration

Total variable

remuneration

Barry Gibson 2023  ––––  –

2022  ––––  –

Pierre Bouchut

2023112––––112 112 –

2022106––––106 106 –



202313––––13 13 –

2022 –––––– – –

Stella David

2023176––––176 176 –

2022  ––––  –

Mark Gregory



202318––––18 18 –

2022106––––106 106 –





202314––––14 14 –

2022  ––––  –

 2023107––––107 107 –

2022106––––106 106 –

David Satz

2023  ––––  –

2022  ––––  –

Rahul Welde

2023  ––––  –

202242––––42 42 –

Former



2023 –––––– – –

202242––––42 42 –

 

 



 

 



 

 

 

 

Entain plc Annual Report 2023136

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Fee structure











As at 1 January 2023 As at 1 January 2024

  

  

Board member  

  



– 

 



Letters of appointment







Director Date appointed Arrangement Notice period

B Gibson  Letter of appointment 3 months

P Bouchut 13 September 2018 Letter of appointment 3 months

  Letter of appointment 3 months

  Letter of appointment 3 months

R Sandler  Letter of appointment 3 months

D Satz 22 October 2020 Letter of appointment 3 months

R Welde  Letter of appointment 3 months

Share interests (audited)







Director



owned shares

B Gibson 

P Bouchut 

 –

M Gregory

7,4 46



1,700

 

D Satz  

R Welde 21,644

 



Virginia McDowell



Entain plc Annual Report 2023 137

  8 Strategic report 88 Governance 140 Financial statements

Directors’ Remuneration

Report

Directors’ Report

Customer and creditor payment policy

The Group is committed to prompt payment of customer cash-out

requests and maintains adequate cash reserves to cover customer

withdrawals and balances.



and withdrawal timescales with payments typically being made to

customers in most markets within 12 hours of receiving a customer

instruction.

In the case of other creditors, it is the Group’s policy to agree terms

at the outset of a transaction and ensure compliance with such

agreed terms. In the event that an invoice is contested then the

Group informs the supplier without delay and seeks to settle the

dispute quickly.

Articles of Association

The Company’s Articles of Association may only be amended



Directors



are disclosed on page 89.

The Company’s Articles of Association provide that any new

Director appointed by the Board during the year, having not been



next AGM, when that Director must retire and stand for election at

the meeting. The Articles also require one third of the Directors not

newly appointed since the last AGM to seek re-election.

In compliance with the recommendation of the Code, all Directors

will seek reappointment at the 2024 AGM, as they did in 2023.

Directors’ remuneration

The Executive Directors have Service Agreements and all the

Non-Executive Directors have Letters of Appointment and the

details of their key terms are set out in the Directors’ Remuneration

Report. Details of remuneration of each Director are provided in the

Remuneration Report on pages 113 to 137.

Powers of directors

Subject to company law and the Company’s articles, the Directors

may exercise all of the powers of the Company and may delegate

their power and discretion to Committees. The articles give the

Directors power to appoint and replace Directors.

Directors’ interests

This is reported in the Directors’ Remuneration Report on

pages 133 and 134 and provides details of the interests of each

Director, including details of current incentive schemes and long-

term incentive schemes, the interests of Directors in the share

capital of the Company and details of their share interests as at

31 December 2023.

Principal activity

Entain plc (the “Company”) and its subsidiaries (together the

“Group”) is a major international sports-betting and gaming

company operating both online and in the retail sector.

The Company is registered as a public limited company under

the Isle of Man Companies Act 2006 and is listed in the Premium

category on the Main Market of the London Stock Exchange.

Results and future performance

A review of the Group’s results and activities is covered within the

Strategic Report on pages 8 to 87. This incorporates the Chairman’s



which include an indication of likely future developments.

Key performance indicators

Key performance indicators in relation to the Group’s activities are

continually reviewed by senior management and are presented on

page 23.

Dividends

An interim dividend of 8.9p per ordinary share was paid on

22 September 2023 and a second interim dividend for 2023 of 8.9p

per ordinary share was approved by the Board on 29 February

2024, making a total dividend payment of £113m for the 2023

full-year. The Board recognises the importance of dividends to

shareholders, the strength of the operational performance of the

business and our future prospects. The Board expects to continue

with its progressive dividend policy during 2024.

Corporate Governance

The Directors recognise the importance of corporate governance

and their associated report is set out on pages 88 to 139.

The information in that section is deemed to form part of this



statement for the purposes of DTR 7.2.1.

As a company quoted on the Premium Main Market of the London

Stock Exchange, the Company has adopted the 2018 UK Corporate

Governance Code (“Code”), as amended from time to time, and will

seek to comply with premium listed company norms to the extent

appropriate for the size and nature of the Company.

Engagement with Employee Statements

This is discussed in the s172 Statement on pages 64 to 67, pages

96 to 97 and page 126.

Engagement with Stakeholder Statements

This is discussed in the s172 Statement on pages 64 to 67 and

pages 96 to 97.

Research and development

The Group’s research and development is focused on the

development and maintenance of the Entain platform and the

production of its product portfolio, including ARC

. The Group will

continue to invest in research and development to ensure it remains

well positioned to deliver sustainable growth.

For further details on the Group’s strategic priorities, see the

Strategic Report.

Entain plc Annual Report 2023138

1 Overview 14 Strategic report 88 Governance 146 Financial statements

Substantial shareholdings – Interests in voting rights



accordance with Chapter 5 of the Disclosure and Transparency

Rules of the following interests in the Company’s Shares:

Shareholder Number of Shares

% of Issued Share

Capital & Total

Voting rights

The Capital Group

Companies 85,626,652 13.40%

Dodge & Cox 58,512,293 9.16%

Blackrock Inc 45,562,418 7.13%

Janus Henderson

Group plc 32,126,154 5.03%

Eminence Capital,

LP 30,054,030 4.7%

The Vanguard

Group, Inc 26,991,121 4.23%

1. The Company had 638,799,891 ordinary shares in issue on 21 February 2024.



The risk management objectives and policies of the Group are set



Political donations

The Company did not make any political donations or incur any

political expenditure during 2023 (2022: Nil).

Insurance



policy in respect of any legal costs that may be incurred against



Annual General Meeting

The Company’s Annual General Meeting will be held on 24 April

2024 at etc. venues, 200 Aldersgate, London, EC1A 4HD.

Independent Auditors

KPMG LLP (“KPMG”) has expressed its willingness to continue



proposed at the forthcoming AGM.

So far as the Directors are aware, there is no relevant audit



of which the Company’s auditors are unaware, and each Director

has taken all the steps that he or she ought to have taken as a

Director in order to make himself or herself aware of any relevant

audit information and to establish that the Company’s auditors are

aware of that information.

On behalf of the Board:

J M Barry Gibson

Chairman



On appointment, each Director must notify the Company of their









relevant Director does not receive Board papers and is excluded

from discussions and voting on the subject matter that gives rise





Directors’ Indemnities

The Company has entered into deeds of indemnity with each





Diversity

Entain remains committed to establishing a 40% female Board in

accordance with its own Board diversity policy and the external

target of 40% as laid out in the FTSE Women Leaders Review by

2025. With female representation on the Board at 33.3% as at the

date of this report, the Board notes that it has not met all of the

FCA board diversity targets laid out in the Listing Rules, however,

it has met the targets relating to senior Board positions and ethnic

diversity (see tables below).

Number

of board

members

Percentage

of the

board

Number

of senior

positions

on the

board

Number

in executive

management*

Percentage

of executive

management*

Men 6 66.6% 3 6 75%

Women 3 33.3% 1 2 25%

Number

of board

members

Percentage

of the

board

Number

of senior

positions

on the

board

Number

in executive

management*

Percentage

of executive

management*

White

British

or other

White

(including

minority-

White

Groups)

8 89% 4 6 75%

Asian/

Asian

British

111% 2 25%

 



* For the purposes of the FCA disclosures, ‘executive management’ refers to the

Group’s executive committee, including the company secretary, but excluding

administrative and support staff.

Share capital

Details of the Company’s authorised and issued share capital,

together with details of the movement therein, are set out in



obligations attaching to shares and restrictions on the transfer

of shares.

Entain plc Annual Report 2023 139

1 Overview 14 Strategic report 88 Governance 146 Financial statements

Directors’ Report

Financial

statements

In this section

141 Independent Auditor’s

Report

160 Consolidated income

statement

161 Consolidated statement



162 Consolidated



163 Consolidated statement



164 Consolidated statement



 



 

statement

 

 



 



 

 

225 Corporate information

      140 Financial statements

Entain plc Annual Report 2023140



In our opinion:

 



 



 



 

Companies Act 2006.

What our opinion covers





Group Parent Company (Entain plc)

Consolidated income statement

 

 

 

 





 

 

 





Basis for opinion













      140 Financial statements

Entain plc Annual Report 2023 141

Independent



2. Overview of our audit

Factors driving our

view of risks

























































Key Audit Matters Vs FY22 Item



online operations



4.1















4.2









4.3

      140 Financial statements

Entain plc Annual Report 2023142

Independent



Audit committee

interaction













Our independence







applied to listed public interest entities.

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









 £3.6m

Audit related fees



£0.5m

 £0.2m







 

 





2028













      140 Financial statements

Entain plc Annual Report 2023 143

Independent



Materiality

(item 6 below)













































FY23 £m

FY22 £m

33.75

2.25

2.0

Group

GPM

LCM

HCM

PLC

AMPT

Group 

GPM 

HCM 

PLC 

LCM 

AMPT 

      140 Financial statements

Entain plc Annual Report 2023144

Independent



Group scope

(item 7 below)





















































application controls.















audit opinion.











 























19%

81%

88%

Net assets

98%

97%

Revenue

17%

22%

83%

69%

Revenue including share of

revenue from joint ventures

15%

19%

85%

74%

      140 Financial statements

Entain plc Annual Report 2023 145

Independent



The impact of

climate change































3. Going concern, viability and principal risks and uncertainties









Going concern















 



 



 



We also considered less predictable but realistic second order impacts,































Our conclusions

 









 





















 





statement in note 2 to



















concern disclosure in note 2 to

be acceptable.

      140 Financial statements

Entain plc Annual Report 2023146

Independent



Disclosures of

emerging and

principal risks

and longer-term

viability

Our responsibility











attention to in relation to:

 







 





 













or assumptions.















Our reporting

















4. Key audit matters

What we mean







 

 

 









4.1 Revenue from

online operations

(group)

Financial Statement Elements



from online

operations

FY23

£3,366.6m



£2,998.5m

Our assessment of risk vs FY22









operations is stable









operations.





errors in the recording of revenue

transactions for the revenue from

Online operations



      140 Financial statements

Entain plc Annual Report 2023 147

Independent



4.1 Revenue from

online operations

(group)

continued

Description of the

Key Audit Matter

Risk of data

processing error

















errors in calculations could result



from online operations.

Risk of fraud





operations could be manipulated







Our response to the risk

Our procedures included:

Controls: 



 











 









 







 





Tests of details (tracing and vouching):



 





















Communications with the Entain plc’s Audit Committee



 



 

Areas of particular auditor judgement

















      140 Financial statements

Entain plc Annual Report 2023148

Independent



4.2 complex

accounting

and sensitivity



assumptions

relating to the

acquisiton of tab

new zealand and

sts holdings s.A.

Financial Statement Elements









S.A.



assets –







S.A

Deferred and



consideration









FY23

£374.1m

£401.3m

£1,112.1m



£nil

Our assessment of risk vs FY22































assumptions.



FY23: Balanced



Description of the Key Audit Matter

Complexity and sensitivity

TAB New Zealand

























Our response to the risk









procedures described.

TAB New Zealand

Tests of details:



























and discount rate.

Our valuation expertise:













      140 Financial statements

Entain plc Annual Report 2023 149

Independent



STS Holdings S.A.











STS Holdings S.A.

Tests of details:















 







 









 









TAB New Zealand and STS Holdings S.A.

Assessing valuer’s credentials: We assessed





Assessing transparency:











      140 Financial statements

Entain plc Annual Report 2023150

Independent



Communications with the Entain plc’s Audit Committee

 



 





Areas of particular auditor judgement

























      140 Financial statements

Entain plc Annual Report 2023 151

Independent



4.3 Recoverability

of parent

company’s

invesments in

subsidiaries (parent

company)

Financial Statement Elements



subsidiaries

FY23

£5,635.2m



£4,845.6m

Our assessment of risk vs FY22



















FY23: Balanced



Description of the Key Audit Matter

Low risk, high value



















Our response to the risk









procedures described.

Our procedures included:

 













Communications with the Entain plc’s Audit Committee

 



 

Areas of particular auditor judgement











      140 Financial statements

Entain plc Annual Report 2023152

Independent



5. Our ability to detect irregularities, and our response

Fraud – identifying and responding to risks of material misstatement due to fraud

Fraud risk

assessment





assessment procedures included:

 







 

 



 

 





Risk

communications











Fraud risks















Link to KAMS





Procedures to

address fraud risks



 









 

 

      140 Financial statements

Entain plc Annual Report 2023 153

Independent



Laws and regulations – identifying and responding to risks of material misstatement relating to compliance with laws



Laws and

regulations risk

assessment















Risk

communications











Direct laws

context and link to

audit









statement items.



indirect law/

regulation areas

























Context

Context of the

ability of the audit

to detect fraud or

breaches of law or

regulation



















      140 Financial statements

Entain plc Annual Report 2023154

Independent



6. Our determination of materiality







£45m

(FY22: £40m)

Materiality for



statements as

a whole

What we mean



Basis for determining materiality and judgements applied





























£33.75m

(FY22: £30m)

Performance

materiality

What we mean









Basis for determining performance materiality and judgements applied













£2.25m

(FY22: £2.0m)

Audit

misstatement

posting threshold

What we mean







of fraud.



Audit Committee.

Basis for determining the audit misstatement posting threshold and judgements applied









Total Group Revenue



from continuing operations Total Group Assets

FY23 FY22 FY23 FY22 FY23 FY22

Amount £4,769.6m £4,296.9m (£842.6)m £102.9m £10,850.6m £8,740.1m

Group Materiality as % of amount 0.9%  (5.3%)  0.4% 

      140 Financial statements

Entain plc Annual Report 2023 155

Independent



7. The scope of our audit

Group scope

What we mean





































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















Scope

Number of

components Range of materiality applied

  























 

 

 

 













      140 Financial statements

Entain plc Annual Report 2023156

Independent



Group audit team

oversight

What we mean





 



 



 









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



      140 Financial statements

Entain plc Annual Report 2023 157

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

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



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





 





 



Our reporting

















      140 Financial statements

Entain plc Annual Report 2023158

Independent



9. Respective responsibilities

Directors’ responsibilities













Auditor’s responsibilities











www.frc.org.uk/auditorsresponsibilities.







The purpose of our audit work and to whom we owe our responsibilities













Mark Flanagan

for and on behalf of KPMG LLP, Statutory Auditor



EastWest









      140 Financial statements

Entain plc Annual Report 2023 159

Independent



			2023			2022
			Separately			Separately
			disclosed			disclosed
		Underlying	items		Underlying	items
		items	(Note 6)	Total	items	(Note 6)	Total
	Notes	£m	£m	£m	£m	£m	£m
Net Gaming Revenue		4,833.1	–	4,833.1	4,348.9	–	4,348.9
VAT/GST		(63.5)	–	(63.5)	(52.0)	–	(52.0)
Revenue	5	4,769.6	–	4,769.6	4,296.9	–	4,296.9
Cost of sales	7	(1,862.6)	–	(1,862.6)	(1,582.2)	–	(1,582.2)
Gross proﬁt		2,907.0	–	2,907.0	2,714.7	–	2,714.7
Administrative costs	7	(2,222.3)	(1,286.5)	(3,508.8)	(1,978.8)	(213.2)	(2,192.0)
Contribution		2,279.4	–	2,279.4	2,128.9	–	2,128.9
Administrative costs excluding marketing		(1,594.7)	(1,286.5)	(2,881.2)	(1,393.0)	(213.2)	(1,606.2)
Group operating proﬁt/(loss) before share
of results from joint ventures and associates		684.7	(1,286.5)	(601.8)	735.9	(213.2)	522.7
Share of results from joint ventures and associates	16,17	(42.9)	–	(42.9)	(194.1)	–	(194.1)
Group operating proﬁt/(loss)		641.8	(1,286.5)	(644.7)	541.8	(213.2)	328.6
Finance expense	8	(241.8)	(1.0)	(242.8)	(89.0)	(5.7)	(94.7)
Finance income	8	12.4	–	12.4	4.3	–	4.3
(Losses)/gains arising from change in fair value
of ﬁnancial instruments	8	(90.6)	–	(90.6)	(23.1)	–	(23.1)
Gains/(losses) arising from foreign exchange
on debt instruments	8	123.1	–	123.1	(112.2)	–	(112.2)
Proﬁt/(loss) before tax		444.9	(1,287.5)	(842.6)	321.8	(218.9)	102.9
Income tax	10	(105.8)	69.7	(36.1)	(97.9)	27.9	(70.0)
Proﬁt/(loss) from continuing operations		339.1	(1,217.8)	(878.7)	223.9	(191.0)	32.9
Loss for the year from discontinued operations
after tax	21	–	(57.8)	(57.8)	–	(13.4)	(13.4)
Proﬁt/(loss) for the year		339.1	(1,275.6)	(936.5)	223.9	(204.4)	19.5
Attributable to:
Equity holders of the parent		304.1	(1,232.7)	(928.6)	225.6	(201.4)	24.2
Non-controlling interests		35.0	(42.9)	(7.9)	(1.7)	(3.0)	(4.7)
		339.1	(1,275.6)	(936.5)	223.9	(204.4)	19.5
Earnings per share on proﬁt/(loss) for the year
from continuing operations		44.3p		(141.4p)	60.9p		6.4p
From proﬁt/(loss) for the year	12	44.3p		(150.7p)	60.9p		4.1p
Diluted earnings per share on proﬁt/(loss) for the year
from continuing operations		44.2p		(141.4p)	60.5p		6.3p
From proﬁt/(loss) for the year	12	44.2p		(150.7p)	60.5p		4.1p
Memo
EBITDA		1,007.9	(742.9)	265.0	993.2	(89.3)	903.9
Share-based payments		(21.7)	–	(21.7)	(19.2)	–	(19.2)
Depreciation, amortisation and impairment		(301.5)	(543.6)	(845.1)	(238.1)	(123.9)	(362.0)
Share of results from joint ventures and associates		(42.9)	–	(42.9)	(194.1)	–	(194.1)
Group operating proﬁt/(loss)		641.8	(1,286.5)	(644.7)	541.8	(213.2)	328.6

1. The calculation of underlying earnings per share has been adjusted for separately disclosed items, and for the removal of foreign exchange volatility arising on ﬁnancial

instruments as it provides a better understanding of the underlying performance of the Group. See Note 12 for further details.

The notes on pages 165 to 214 form an integral part of these consolidated ﬁnancial statements.

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 2023160

Consolidated

income statement

for the year ended

31 December 2023

		2023	2022
	Notes	£m	£m
(Loss)/proﬁt for the year		(936.5)	19.5
Other comprehensive (expense)/income:

Currency differences on translation of foreign operations		(83.5)	182.9
Total items that may be reclassiﬁed to proﬁt or loss		(83.5)	182.9

Re-measurement of deﬁned beneﬁt pension scheme	30	(3.7)	(24.7)
Tax on re-measurement of deﬁned beneﬁt pension scheme	10	1.3	8.6
Surplus/(deﬁcit) on revaluation of other investment	17	1.1
Share of associate other comprehensive expense	17	(1.1)	(2.6)
Total items that will not be reclassiﬁed to proﬁt or loss		(2.4)	(18.7)
Other comprehensive (expense)/income for the year, net of tax		(85.9)	164.2
Total comprehensive (expense)/income for the year		(1,022.4)	183.7
Attributable to:
Equity holders of the parent		(1,020.8)	182.3
Non-controlling interests		(1.6)	1.4

The notes on pages 165 to 214 form an integral part of these consolidated ﬁnancial statements.

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 2023 161

Consolidated statement

of comprehensive income

for the year ended

31 December 2023

			2022
			Restated
		2023	(Note 32)
	Notes	£m	£m
Assets
Non-current assets
Goodwill	13	4,716.0	3,980.9
Intangible assets	13	3,960.1	2,676.2
Property, plant and equipment	15	533.4	507.2
Interest in joint venture	16	–	–
Interest in associates and other investments	17	47.1	53.5
Trade and other receivables	18	31.8	38.6
Other ﬁnancial assets	26	–	0.2
Deferred tax assets	10	493.2	157.3
Retirement beneﬁt asset	30	61.8	63.8
		9,843.4	7,477.7
Current assets
Trade and other receivables	18	503.2	500.3
Income and other taxes recoverable		71.5	30.7
Derivative ﬁnancial instruments	26	31.9	72.9
Cash and cash equivalents	19	400.6	658.5
		1,007.2	1,262.4
Total assets		10,850.6	8,740.1
Liabilities
Current liabilities
Trade and other payables	20	(878.6)	(720.0)
Balances with customers	27	(196.8)	(200.5)
Lease liabilities	22	(65.7)	(65.1)
Interest-bearing loans and borrowings	23	(319.2)	(424.9)
Corporate tax liabilities		(48.6)	(45.3)
Provisions	24	(20.9)	(20.6)
Derivative ﬁnancial instruments	26	(117.5)	(79.2)
Deferred and contingent consideration and other ﬁnancial liabilities	26	(157.0)	(208.8)
		(1,804.3)	(1,764.4)
Non-current liabilities
Trade and other payables	20	(433.8)	–
Interest-bearing loans and borrowings	23	(3,038.8)	(2,689.1)
Lease liabilities	22	(210.2)	(215.8)
Deferred tax liabilities	10	(825.1)	(495.4)
Provisions	24	(4.2)	(5.4)
Deferred and contingent consideration and other ﬁnancial liabilities	26	(1,741.5)	(253.4)
		(6,253.6)	(3,659.1)
Total liabilities		(8,057.9)	(5,423.5)
Net assets		2,792.7	3,316.6
Equity
Issued share capital	28	5.2	4.8
Share premium		1,796.7	1,207.3
Merger reserve		2,527.4	2,527.4
Translation reserve		150.4	240.2
Retained earnings		(2,211.7)	(846.9)
Equity shareholders’ funds		2,268.0	3,132.8
Non-controlling interests	35	524.7	183.8
Total shareholders’ equity		2,792.7	3,316.6

The ﬁnancial statements on pages 160 to 214 were approved by the Board of Directors on 7 March 2024 and signed on its behalf by

S David R Wood

Interim Chief Executive Ofﬁcer Deputy Chief Executive Ofﬁcer/Chief Financial Ofﬁcer

(Company number 4685V)

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 2023162

Consolidated

balance sheet

for the year ended

31 December 2023

							Non-
	Issued					Equity	controlling	Total
	share	Share	Merger	Translation	Retained	shareholders’	interests	shareholders’
	capital	premium	reserve	reserve	earnings	funds	(Note 35)	equity
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2022	4.8	1,207.3	2,527.4	63.4	(635.8)	3,167.1	1.4	3,168.5
Proﬁt for the year	–	–	–	–	24.2	24.2	(4.7)	19.5
Other comprehensive income/
(expense)	–	–	–	176.8	(18.7)	158.1	6.1	164.2
Total comprehensive income	–	–	–	176.8	5.5	182.3	1.4	183.7
Share-based payments charge	–	–	–	–	18.3	18.3	–	18.3
Business combinations	–	–	–	–	–	–	178.9	178.9
Recognition of put liability	–	–	–	–	(181.2)	(181.2)	–	(181.2)
Purchase of non-controlling interests
(Note 35)	–	–	–	–	(3.7)	(3.7)	2.1	(1.6)
Equity dividends (Note 11)	–	–	–	–	(50.0)	(50.0)	–	(50.0)
At 31 December 2022	4.8	1,207.3	2,527.4	240.2	(846.9)	3,132.8	183.8	3,316.6
At 1 January 2023	4.8	1,207.3	2,527.4	240.2	(846.9)	3,132.8	183.8	3,316.6
Loss for the year	–	–	–	–	(928.6)	(928.6)	(7.9)	(936.5)
Other comprehensive income/
(expense)	–	–	–	(89.8)	(2.4)	(92.2)	6.3	(85.9)
Total comprehensive income	–	–	–	(89.8)	(931.0)	(1,020.8)	(1.6)	(1,022.4)
Issue of shares (Note 28)	0.4	589.4	–	–	–	589.8	–	589.8
Share-based payments charge	–	–	–	–	23.6	23.6	–	23.6
Business combinations (Note 32)	–	–	–	–	–	–	354.0	354.0
Recognition of put option liability	–	–	–	–	(350.5)	(350.5)	–	(350.5)
Purchase of non-controlling interests
(Note 35)	–	–	–	–	–	–	(4.1)	(4.1)
Equity dividends (Note 11)	–	–	–	–	(106.9)	(106.9)	(7.4)	(114.3)
At 31 December 2023	5.2	1,796.7	2,527.4	150.4	(2,211.7)	2,268.0	524.7	2,792.7

1. The translation reserve is used to record exchange differences arising from the translation of the ﬁnancial statements of subsidiaries with non-sterling functional currencies.

The notes on pages 165 to 214 form an integral part of these consolidated ﬁnancial statements.

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 2023 163

Consolidated statement

of changes in equity

for the year ended

31 December 2023

		2023	2022
	Notes	£m	£m
Cash generated by operations	29	810.0	846.9
Income taxes paid		(137.3)	(106.1)
Net ﬁnance expense paid		(224.6)	(100.6)
Net cash generated from operating activities		448.1	640.2
Cash ﬂows from investing activities:
Acquisitions		(1,315.4)	(738.6)
Cash acquired on business combinations		87.9	29.9
Dividends received from associates		9.6	3.6
Purchase of intangible assets		(191.5)	(129.9)
Purchase of property, plant and equipment		(69.1)	(82.1)
Proceeds from the sale of property, plant and equipment including disposal of shops		0.7	–
Purchase of investments in associates and other investments		(3.1)	–
Investment in joint ventures		(40.7)	(175.1)
Net cash used in investing activities		(1,521.6)	(1,092.2)
Cash ﬂows from ﬁnancing activities:
Proceeds from issue of ordinary shares		589.8	–
Net proceeds from borrowings		1,780.3	838.4
Repayment of borrowings		(1,419.2)	(109.0)
Repayment of borrowings on acquisition		(9.4)	(162.8)
Subscription of funds from non-controlling interests		350.5	174.3
Settlement of derivative ﬁnancial instruments		(13.2)	41.6
Settlement of other ﬁ nancial liabilities		(266.7)	(32.9)
Payment of lease liabilities		(68.5)	(83.0)
Dividends paid to shareholders		(106.9)	(50.0)
Dividends paid to non-controlling interests		(7.4)	–
Net cash used in ﬁnancing activities		829.3	616.6
Net (decrease)/increase in cash and cash equivalents		(244.2)	164.6
Effect of changes in foreign exchange rates		(13.7)	6.8
Cash and cash equivalents at beginning of the year		658.5	487.1
Cash and cash equivalents at end of the year		400.6	658.5

1. Included within cash ﬂows from acquisitions is £5 . 4m relating to the purchase of minority holdings in STS Holdings SA (2022: £1 .7m relating to the purchase of minority holdings

in Scout Gaming AB and Global Gaming Limited).

The notes on pages 165 to 214 form an integral part of these consolidated ﬁnancial statements.

1 Overview 8 Strategic report 88 Governance 140 Financial statements

Entain plc Annual Report 2023164

Consolidated statement

of cash ﬂows

for the year ended

31 December 2023

1 Corporate information

Entain plc (“the Company”) is a company incorporated and domiciled in the Isle of Man on 5 January 2010 whose shares are traded

publicly on the London Stock Exchange. The principal activities of the Company and its subsidiaries (“the Group”) are described in the

strategic report. The consolidated ﬁnancial statements of the Group for the year ended 31 December 2023 were authorised for issue in

accordance with a resolution of the Directors on 7 March 2024.

The nature of the Group’s operations and its principal activities are set out in Note 5.

2 Basis of preparation

The consolidated ﬁnancial statements of the Group have been prepared in accordance with International Financial Reporting Standards

adopted pursuant to Regulation (EC) No 1606/2002 as it applies to the European Union and in accordance with the requirements of the

Isle of Man Companies Act 2006 applicable to companies reporting under IFRSs. The accounting policies set out in this section as detailed

have been applied consistently year on year other than for the changes in accounting policies set out in Note 3.

The consolidated ﬁnancial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place

except where otherwise indicated. The separately disclosed items have been included within the appropriate classiﬁcations in the

consolidated income statement. Further details are given in Note 6.