Statement of Compliance with Provisions of the Combined Code (continued)
TyraTech, Inc. Annual Report 2008
17
The Audit Committee monitors fees paid to the auditors for non-audit work and evaluates on a case by case basis whether it should put the requirement for non-audit services out to tender. The Group´s auditors, KPMPMG LLPLLPLLP, have been instructed to carry out non-audit work during the year. The non-audit work this year was comprised of tax advisory services. The Audit Committee believes that it is more effective for the auditors to carry out these services and the nature of such work does not impair the independence and objectivity of the auditors. Prior approval is required before such work is contracted. Other firms of advisors were employed during the year for tax compliance services.
A "whistle blowing" policy has been implemented whereby employees may contact the Chairman of the Audit Committee on a confidential basis.
The attendance of individual directors at Audit Committee meetings during the year is set out in the table below:
Number of
Meetings
meetings
attended
B.M. Riley
3
3
G.N. Vernon
3
3
K.D. Noonan
3
3
By invitation:
R
.D. Armstrong
3
3
R
.K. Brenner
1
1
K.E. Bigsby
3
3
A
.J. Reade
3
3
D.P. Szostak
2
2
The Nomination Committee is responsible for considering and making recommendations concerning the composition of the Board, including proposed appointees to the Board, whether to fill vacancies that may arise or to change the number of Board members. The appointments during the year did not involve open advertising.
The attendance of individual directors at Nomination Committee meetings during the year is set out in the table below:
Number of
Meetings
meetings
attended
G.N. Vernon
1
1
A
.J. Reade
1
1
B.M. Riley
1
1
By invitation:
R
.D. Armstrong
1
1
K.E. Bigsby
1
1
K.D. Noonan
Internal Control and Risk Management
The Directors acknowledge that they are responsible for establishing and maintaining the Group´s system of internal control and reviewing its effectiveness. The Group is small and the Directors are closely involved in the management of the business. At the beginning of the financial year we identified the key risks that
the Group faced during the financial year. The Board has since reviewed these risks as part of the strategic planning exercise, considering the likelihood of the risk occurring and the potential impact on the business. The Board will continue to review and update the risk management process on an ongoing basis. No significant weaknesses or failings were identified; however, the internal controls are designed to manage rather than eliminate
the risk of failure to achieve business objectives and the Board recognizes that any system can only provide reasonable and not absolute assurance against material misstatement or loss.
The Group operating procedures include a comprehensive system for reporting financial and non-financial information to the Directors.
The planning system produces rolling three-year strategic plans annually. The first year of the three-year plan is a proposed operating budget, phased monthly. These are approved by the Board and forecast updates are carried out quarterly. The financial projections include income statement, balance sheet and cash flows.
