Directors

Corporate Governance

Tribal is committed to high standards of corporate governance and maintaining sound business ethics.

The PLC Board applies the principles of good governance and supports a culture of open debate and constructive challenge to enable Tribal to meet its objectives, and to do so in a controlled and efficient manner. In fulfilling their responsibilities, the Directors govern the Group in the best interest of the Company and its shareholders whilst having due regard to the interests of other stakeholders including customers, employees, suppliers and regulators.

Board Committees

The PLC Board has established four committees to assist in the effective operation of the Board: the Audit Committee, the Remuneration Committee, the Nomination Committee, and the ESG Committee. Each Committee has a responsibility to the Board that are outlined in formal Terms of Reference that have been approved by the Board. The Terms of Reference are subject to annual review to ensure the Committees continue to follow best practice. The Chairman of each Committee reports to the PLC Board after each Committee meeting and minutes are tabled at the next PLC Board meeting.

Audit Committee

The Audit Committee is chaired by Nigel Halkes and includes Roger McDowell. The Chair, Chief Executive Officer, Chief Financial Officer, representatives from finance and our external auditors participate in the meeting by invitation, as and when appropriate and necessary, as non-voting observers. The Committee meets at least twice a year.

See the Terms of Reference. 

The Committee oversees the Group’s financial reporting and internal controls, including their effectiveness and risk management processes and the external audit process. The Committee has the following responsibilities:

• Considering reports from the auditors on the annual and half-yearly financial statements. 
• Monitoring the integrity of the Group’s financial statements and formal announcements relating to the Group’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. 
  

Nomination Committee

The Nomination Committee is chaired by Richard Last and includes Roger McDowell, Nigel Halkes and Mark Pickett, who provides Executive management insight. The Committee meets at least once a year.

The Committee deals with appointments to the PLC Board, monitors potential conflicts of interest and reviews the independence of the Non-Executive Directors.  

See the Terms of Reference.

Remuneration Committee

The Remuneration Committee is chaired by Roger McDowell and includes Richard Last and Nigel Halkes. The Committee meets at least twice a year.

The Committee sets the remuneration of the Directors, including basic salary, bonuses and other incentive payments and awards. It also ratifies policy proposals in respect of remuneration of senior executives in the Group.

See the Terms of Reference.

ESG Committee

The ESG Committee is chaired by Nigel Halkes and includes Richard Last, Mark Pickett and Diane McIntyre. The inaugural meeting was on 26^th April 2021. The ESG Committee is overseeing six initiatives, two in each area: Reducing travel and becoming paperless (Environmental); improving diversity and supporting education and student wellbeing charities (Social); Compliance (Global ISO certification) and improving internal systems and data utilisation (Governance). 

See the Terms of Reference.

See our Annual Report for further details of our Board committees, remuneration policy, recent Director’s shareholdings & dealings and broader governance information.