Corporate Governance
TYRATECH, INC. • ANNUAL REPORT 2011 • PAGE 19
The Board supports the principles of good corporate governance
set out in the Financial Reporting Council's UK Corporate
Governance Code. The Group is an AIM listed company
and is not required to fully comply with the Corporate Governance
Code, the Board is committed to a level of compliance
appropriate for a smaller public company.
The Board considers that it has maintained an appropriate
level of compliance with the provisions set out in The Corporate
Governance Code for the year to December 31, 2011
and its revised structure in 2012 maintains a significant independent
element with appropriate skills and experience.
BOARD OF DIRECTORS
During the year to December 31, 2011, the Board consisted of
a Executive Chairman and three Non-executive Directors. On
May 31, 2011 Pat Regan resigned as a Non-executive Director.
On 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 16 and
17 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 is set out below:
• Remuneration Committee: Mr. Hills (Chairman) and
Mr. Riley.
• Audit Committee: Mr. Riley (Chairman) and Mr. Hills.
• Nomination Committee: Mr. Reade (Chairman),
Mr. Riley and Mr. Hills.
On May 31, 2011 Mr. Regan resigned as a member of the Audit
Committee.
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 Executive Chairman leads the Board in the determination
of its strategy and in the achievement of its objectives. The
Executive Chairman is responsible for organizing the business
of the Board, ensuring its effectiveness and setting its agenda.
The Executive 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
Executive Chairman gives feedback to the Board on issues
raised by major shareholders.
The Board delegated the day to day responsibility for managing
the Group to Executive Chairman who is accountable to
the Board for the financial and operational performance of
the Group.
