Annual Report Accounts 2012 - Tribal

42Tribal Group plc Annual Report and Accounts 2012 | Corporate GovernanceCorporate governancecontinuedAll directors are appointed by the Board as a whole followingrecommendations from the Nomination Committee. The nonexecutivedirectors and the Chairman were initially appointed fora three-year term. None of the executive directors has a servicecontract with a notice period greater than 12 months. Detailsof all payments to directors are included in the Remunerationreport on pages 47 to 55.Each director is required to submit himself/herself for re-electionannually at the AGM. Save for Robin Crewe, all directors werere-elected at the 2012 AGM on 16 May 2012.The Board exercises full and effective control over the Group.The Board maintains a formal schedule of matters reserved forthe Board’s decision, and its responsibilities include strategy andmanagement of performance, acquisitions, capital expenditureand safeguarding the Group’s assets. The actual results of theGroup and a summary of operating company performance arereported to all members of the Board. Executive members ofthe Board meet formally with division management on a monthlybasis to review business performance and to discuss operationaland strategic issues. Key points from these meetings arediscussed at Group Board meetings.The Companies Act imposes a statutory duty on directors toavoid conflicts of interest with the Company. The Company’sArticles of Association, adopted in May 2010, allow the directorsto authorise conflicts of interest, and the Board has adopteda policy and effective procedures for managing and, whereappropriate, approving conflicts or potential conflicts of interest.This is a recurring agenda item at all Board meetings and giveseach director the opportunity to raise any conflict of interest theymay have, or to update the Board on any change to a previousconflict of interest already lodged. A register of conflicts is heldby the company secretariat and referred to when decisions aremade. All directors are aware that it is their responsibility toraise and update any conflicts of interest they may have.A procedure exists for the Board of directors, in the furtheranceof their duties, to take independent professional advice ifnecessary, at the Company’s expense. All directors haveaccess to the advice and services of the Company Secretarywho is responsible to the Board for ensuring that all rules,regulations and agreed procedures are observed.On appointment, and throughout their tenure, directors receivebriefings and training on matters relevant to their responsibilities.The roles of the Chairman and Chief Executive are separate andclearly defined. The Chairman is primarily responsible for therunning of the Board and the Chief Executive for the runningof the Group. Information is provided to the Board on a timelybasis. In advance of each Board meeting, directors receive aboard pack including monthly management accounts, a reviewof performance, and a corporate governance update.An evaluation of the Board’s effectiveness, and the effectivenessof its committees, was conducted in the second half of2012 and focused on a number of areas, including thoseconcerned with best practice based on the principles of goodgovernance. The evaluation was conducted internally by theGroup Legal Counsel through a series of one-to-one interviews,the results of which were reported to the Board in December.Interviews focused on how the board functions as a unit, boardcomposition, the tone set by the chairman (including the chairof the Audit and Remuneration Committees), the relationshipbetween the executive and non-executive directors, the range oftopics covered at Board meetings, and the quality of papers andpresentations and of discussions in Board meetings.The Board concluded that the Board and its committeescontinue to operate effectively but that certain areas of itseffectiveness could be improved. An action plan to addressthese has been approved and will be implemented andmonitored during the year.Attendance at Board and Committee meetings during 2012BoardAuditcommitteeNominationscommitteeRemunerationcommitteeNumber of meetings in period 12 4 4 6Number of meetings attended by members:John Ormerod 12 4 4 6Keith Evans 12 - - -Steve Breach 12 - - -Simon Ball 12 4 4 5Katherine Innes Ker 12 4 3 5Robin Crewe 1 6 - - -Mat Masters 2 8 - - -1Robin Crewe was appointed as a non-executive director on 3 July 2012.2Mat Masters resigned as a non-executive director on 14 August 2012.