2012 annual report - TLA Worldwide

30 TLA Worldwide PLCCorporategovernance reportAlthough not required to comply with the UKcorporate governance code (the Code) issued by theFinancial Services Authority in June 2010, the Group iscommitted to high standards of corporate governance.While the Group does not fully comply with the Code, itapplies a level of corporate governance appropriate fora company of its size. This statement describes how theprinciples of corporate governance are applied.The BoardThe Board of TLA Worldwide plc is comprised of the chairman, the chief executive officer, thechief financial officer, an executive director and three non-executive directors. Short biographicaldetails of each director are set out on page 20. The Board is responsible to the shareholdersfor the proper management of the Group and meets at least five times a year to set theoverall direction and strategy of the Group. All strategic operational and investment decisionsare subject to Board approval.The role of the chief executive and chairman are separate and there is a clear division oftheir responsibilities. All directors are subject to re-election every three years. The Companyhas additionally supplemented this with the good practice of one third of the total numberof directors standing for re-election at each Annual General Meeting (AGM). Therefore, KeithSadler and Greg Genske will retire at the upcoming AGM and, being eligible for re-election,offer themselves for re-election. Andrew Pearson and Gareth Jones offer themselves for electionas directors.Board committeesremuneration committeeThe composition of the Remuneration Committee is disclosed on page 26 and comprises solelynon-executive directors. The Remuneration Committee, on behalf of the Board, meets as and