T YR AT ECH, INC. / ANNUAL R EPORT 20 0 9
Corporate Governance
(CONTINUED)
The Group regarded A.J. Reade, B.M. Riley and K.D. Noonan as Independent Non-executive Directors during the year ended 31 December 2009. Since the appointment of Mr. Reade as Executive Chairman, he ceases to be regarded as independent. The independent 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.
Prior to each meeting the Board members receive copies of the management accounts and are furnished with information in a form and quality appropriate for it to discharge its duties concerning the state of the business and performance compared to plan. All directors have access to the services of the Group Secretary and may take independent professional advice at the Group's expense in the furtherance of their duties.
The Non-executive Directors meet after each board meeting without the Executive Directors being present.
The attendance of individual directors at Board meetings during the year is set out in the table below:
Number of Meetings
Meetings Attended
G.N. Vernon (Chairman)
8
8
R.D. Armstrong
8
8
K.E. Bigsby
8
8
A.J. Reade
8
8
B.M. Riley
8
8
K.D. Noonan
8
8
D.P. Szostak
4
4
P. Regan
4
4
In accordance with bye laws of the Group, one third
of the directors must resign and may offer themselves for
re-election. At the forthcoming Annual General Meeting
A.J. Reade and P. Regan will offer themselves for re-election.
BOARD COMMITTEES
The Remuneration Committee is responsible for establishing and monitoring appropriate levels of remuneration and
individual remuneration packages for Executive Directors.
No director is involved in deciding his own remuneration. The report of the Remuneration Committee is set out on pages 21 to 24.
The attendance of individual directors at Remuneration Committee meetings during the year is set out in the
table below:
Number of Meetings
Meetings Attended
A.J. Reade (Chairman)
1
1
K.D. Noonan
1
1
By invitation:
G.N. Vernon
1
1
B.M. Riley
1
1
D.P. Szostak
1
1
The Group has an Audit Committee, whose responsibilities include reviewing the scope of the audit and audit procedures, the format and content of the audited financial statements and interim reports, including the notes and the accounting principles applied. The Audit Committee also reviews internal control, including internal financial control, in conjunction with the Board. The Audit Committee will also review any proposed change in accounting policies and any recommendations from the Group's auditors regarding improvements to internal controls and the adequacy of resources within the Group's finance function. The Audit Committee advises the Board on the appointment of external auditors and on their remuneration both for audit and non-audit work, and discusses the nature, scope and results of the external audit with the external auditors. The Audit Committee keeps under review the cost effectiveness and the independence and objectivity of the external auditors.
