Our board of directors
The Board comprises:
Our Chairman - responsible for the running of the Board. See Chairman's responsibilities.
Two executive directors - responsible for running the Group. See Chief Executives responsibilities.
Two non-executive directors - they bring a wide range of experience to the Board and meet periodically without the executive directors present. See the list of matters reserved for decision by the board.
Our Company Secretary - responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented.
Our Board Committees
The Audit Committee is appointed by the Board from the non-executive directors of the company. See the terms of reference.
The committee is responsible for:
Considering reports from the auditors on the annual and half-yearly financial statements
Monitoring the integrity of our financial statements and formal announcements relating to Tribal’s financial performance
Making recommendations to the Board on the appointment and remuneration of the external auditors
Reviewing the independence and objectivity of the external auditors and the effectiveness of the audit process
Considering reports on the effectiveness of the Group’s risk-management procedures and internal controls.
The Nomination Committee is chaired by Richard Last. It deals with appointments to the Board, monitors potential conflicts of interest and reviews the independence of the non-executive directors. The committee is also responsible for proposing candidates for appointment to the Board. See the terms of reference.
The Remuneration Committee is chaired by Roger McDowell. The committee sets the remuneration packages of the directors, including basic salary, bonuses and other incentivisation compensation payments and awards. It also ratifies policy and framework proposals made by executive directors in respect of the remuneration of senior executives within the Group. See the terms of reference.
See our Annual Report for further details of our Board committees.
The key objective of our policy on executive directors’ remuneration is to ensure that the overall package we offer is sufficiently competitive to attract, retain and motivate high-quality executives and to reward them for enhancing shareholder value.
The package consists of basic salary, benefits, long-term incentive share option awards, performance-related bonus and pension contributions. In line with Tribal’s growth strategy, a significant proportion of the package is based on performance and dependent upon the achievement of growth in adjusted diluted earnings per share.
The Group uses share-incentive plans to provide the necessary mechanisms for employees and executive directors to participate in the long-term success of the Group.
Risk management and internal control
The Board has overall responsibility for risk management and internal control.
Tribal maintains a risk framework that contains the key risks faced by the Group. The framework includes the impact and likelihood of key risks and the controls and procedures implemented to mitigate them. Risk management is embedded within Tribal by:
Setting strategic direction, including targets
Maintaining a clear authorisation framework
Reviewing and approving annual plans and budgets
Maintaining documented policies and procedures
Regularly reviewing and monitoring the Group’s performance in relation to risk through monthly Board reports.
The directors are also responsible for the Group’s system of internal control and for reviewing its effectiveness.