Statement of Compliance with Provisions of the Combined Code
TyraTech, Inc. Annual Report 2008
Statement of Compliance with Provisions of the Combined Code
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The Board supports the principles of good corporate governance and in particular the Combined Code on Corporate Governance which is appended to the Listing Rules of the Financial Services Authority (the Combined Code), issued in June 2006. Though the Group as an AIM listed company is not required to fully comply with the current version of the Combined Code on Corporate Governance, the Board is committed to a level of compliance appropriate for a smaller public company. This report is presented in accordance with the relevant provisions of the Combined Code on Corporate Governance (the Combined Code).
The Group now considers that the Chairman, Dr. G.N. Vernon does meet the independence criteria and the Company is now in compliance with Code A.2.2.
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s such, the Board considers that it has maintained an appropriate level of compliance with the provisions set out in Section 1 of the Combined Code for the year to December 31, 2008.
Board of Directors
During the year to December 31, 2008, the Board consisted of
a Non-executive Chairman, two Executive Directors and three
Non-executive Directors. On April 7, 2008 Mr. Brenner resigned as an Executive Director and David Szostak was appointed as a Non-executive Director.
O
n joining the Board, all directors received a full induction and have the opportunity to meet with shareholders at the Annual General Meeting.
Biographies of the Board members appear on pages 12 to 14 of this report. These indicate the high level and range of experience, which enables the Group to be managed effectively.
The Board has established three committees in relation to Directors´ remuneration and audit matters and nominations to
the Board.
The membership of all Board Committees has remained unchanged for the year and is set out below:
• Remuneration Committee: Mr. Reade (Chairman) and Dr. Noonan.
• Audit Committee: Mr. Riley (Chairman), Dr. Noonan and Dr. Vernon.
• Nomination Committee: Dr. Vernon (Chairman), Mr. Riley and Mr. Reade.
The Board is responsible to the shareholders for the proper management of the Group. The Board has adopted a formal schedule of matters specifically reserved for the Board´s decision that covers key areas of the Group´s affairs including overall responsibility for the business and commercial strategy of the Group, policy on corporate governance issues, review of trading performance and forecasts, the approval of major transactions and the approval of the interim management and financial statements, Annual Report and financial statements and operating and capital expenditure budgets.
The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman
is responsible for organizing the business of the Board, ensuring its effectiveness and setting its agenda. The Chairman has no involvement in the day-to-day business of the Group. The Chairman facilitates the effective contribution of Non-executive Directors and constructive relations between Executive and Non-executive Directors, ensuring Directors receive accurate, timely and clear information. The Chairman gives feedback to the Board on issues raised by major shareholders.
The Board evaluates its own effectiveness on an annual basis by measuring performance against a standard set of objectives assessed by each member of the Board.
The Board delegates the day-to-day responsibility for managing the Group to the Chief Executive Officer who is accountable to the Board for the financial and operational performance of
the Group.
The Group regards A.J. Reade, B.M. Riley and K.D. Noonan as independent Non-executive Directors and these Directors constructively challenge and help develop proposals on strategy, and bring strong independent judgment, knowledge and experience to the Board´s deliberations. The Independent Directors are of sufficient calibre and number that their views carry significant weight in the Board´s decision making. K.D. Noonan is the Senior Independent Director. As Senior Independent Director, he is available to shareholders if they have concerns where contact through the normal channels of Chairman, Chief Executive or Finance Director has failed to resolve matters or for which such contact would be inappropriate.
The Board has 5 regularly scheduled meetings annually with additional meetings to discuss strategy and other pertinent issues organized as necessary during the year.
