Corporate Governance
(CONTINUED)
TYRATECH, INC. • ANNUAL REPORT 2011 • PAGE 20
The Group regarded J. Hills and B.M. Riley as independent
Non-executive Directors during the year ended 31 December
2011. Since the appointment of Mr. Reade as Executive
Chairman, he ceased 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. B. M. Riley 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 Executive Chairman or Chief Financial
Officer has failed to resolve matters or for which such contact
would be inappropriate.
The Board has 4 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 Director being present.
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 B. Riley and K.
Schultz will offer themselves for 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 23 to 27.
The Remuneration Committee meets at least two times per year.
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.
All directors may attend audit committee meetings. At least
twice a year representatives of the Group's auditors have an
opportunity to meet the Audit Committee at which time they
also have the opportunity to discuss matters without any Executive
Director being present.
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, Grant Thornton LLP, have
not been instructed to carry out non-audit work during the
