TYRATECH • ANNUAL REPORT 2014 • PAGE 15
The Non-Executive Directors meet after each Board meeting
without the Chief Executive Officer being present.
At the forthcoming Annual General Meeting, Mr. Riley will offer
himself for re-election as a director for a term of three years in
accordance with the provisions of the Company's Certificate of
Incorporation.
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 subsequent pages of this
report.
The Remuneration Committee meets at least two times per year.
The Company 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 Company's auditors regarding improvements to internal
controls and the adequacy of resources within the Company'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.
The Company anticipates to pay audit fees of approximately
$150,000 for the 2014 audit and incurred audit fees of $132,680
for the 2013 audit work. The increase in audit fees in 2014 was
primarily due to the Company establishing a branch operation
in the UK.
All Directors may attend audit committee meetings. At least
twice a year representatives of the Company'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 nonaudit
work and evaluates on a case by case basis whether it
should put the requirement for non-audit services out to tender.
The Company's auditors, Grant Thornton LLP, have not been
instructed to carry out non-audit work during the year. 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 Nomination Committee is responsible for considering and
making recommendations concerning the composition of
the Board, including proposed appointees to the Board, and
whether to fill vacancies that may arise or to change the number
of Board members. The Nomination Committee meets at least
two times per year.
INTERNAL CONTROL AND RISK MANAGEMENT
The Directors acknowledge that they are responsible for
establishing and maintaining the Company's system of internal
control and reviewing its effectiveness. The Company is small
and the Directors are closely involved in the management of the
business. Due to their close involvement, the Directors are aware
of risks that may arise within a small company and these risks are
discussed. As part of these discussions, the Directors consider the
likelihood of the risk occurring and the potential impact on the
business. The Board will continue to review its risk management
process on an ongoing basis. In 2014, 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 recognises that any
system can only provide reasonable and not absolute assurance
against material misstatement or loss.
