TYRATECH • ANNUAL REPORT 2014 • PAGE 14
C o rp o rat e G o ve r n a n c e
The Board supports the principles of good corporate governance
set out in the Financial Reporting Council's UK Corporate
Governance Code. Although the Company 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.
During the year ended 31 December 2014, the Board consisted
of an Executive Director, a Non-Executive Chairman and three
Non-Executive Directors.
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 prior pages of this
report. These indicate the high level and range of experience,
which enables the Company to be managed effectively.
The Board has established three committees in relation to
Directors' remuneration, audit matters and nominations to the
Board.
The membership of all Board Committees is set out below:
• Remuneration Committee: Mr. Hills (Chair), Mr. Riley and Mr.
Wintemute.
• Audit Committee: Mr. Riley (Chair), Mr. Reade and Mr. Hills.
• Nomination Committee: Mr. Reade (Chair), Dr. Jactel, Mr.
Wintemute and Mr. Hills.
The Board is responsible to the shareholders for the proper
management of the Company. The Board has adopted a formal
schedule of matters specifically reserved for the Board's decision
that covers key areas of the Company's affairs including: overall
responsibility for the business and commercial strategy of the
Company, 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 Non-Executive Chairman leads the Board in the determination
of its strategy and in the achievement of its objectives. The Non-
Executive Chairman is responsible for organising the business of
the Board, ensuring its effectiveness and setting its agenda. The
Non-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 Non-
Executive Chairman provides feedback to the Board on issues
raised by major shareholders.
During the year ended 31 December 2014, the Board delegated
the day-to-day responsibility for managing the Company to the
Chief Executive Officer who is accountable to the Board for the
financial and operational performance of the Company.
The Company regarded Mr. Hills and Mr. Riley as Independent
Non-Executive Directors during the year ended 31 December
2014. 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. Mr. 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 Non-Executive Chairman or Chief Executive
Officer has failed to resolve matters or for which such contact
would be inappropriate.
The Board has four regularly scheduled meetings annually with
additional meetings to discuss strategy and other pertinent issues
organised 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 Company
Secretary and may take independent professional advice at the
Company's expense in the furtherance of their duties.
