Tribal is committed to achieving high standards of corporate governance and integrity and maintaining sound business ethics.
This section outlines the roles and responsibilities of the board and its committees, how we manage risk, our system of internal control and our relationship with our shareholders.
You can find out more about Tribal, including our history, our people and our values in the About Us section.
Board of Directors
The Board comprises:
See the Directors’ biographies.
Board Committees
Audit Committee
The Audit Committee is appointed by the Board from the non-executive directors of the company. See the terms of reference.
The committee is chaired by Simon Ball and is responsible for:
- considering reports from the auditors on the annual and half-yearly financial statements
- monitoring the integrity of our financial statements and formal announcements relating to Tribal’s financial performance
- making recommendations to the Board on the appointment and remuneration of the external auditors
- reviewing the independence and objectivity of the external auditors and the effectiveness of the audit process
- considering reports on the effectiveness of the Group’s risk-management procedures and internal controls.
Nomination Committee
The Nomination Committee is chaired by John Ormerod. It deals with appointments to the Board, monitors potential conflicts of interest and reviews the independence of the non-executive directors. The committee is also responsible for proposing candidates for appointment to the Board. See the terms of reference.
Remuneration Committee
The Remuneration Committee is chaired by Lady Katherine Innes Ker, who is also Senior Independent Director. The committee sets the remuneration packages of the directors, including basic salary, bonuses and other incentivisation compensation payments and awards. It also ratifies policy and framework proposals made by executive directors in respect of the remuneration of senior executives within the Group. See the terms of reference.
See our Annual Report for further details of our Board committees.
Remuneration policy
The key objective of our policy on executive directors’ remuneration is to ensure that the overall package we offer is sufficiently competitive to attract, retain and motivate high-quality executives and to reward them for enhancing shareholder value.
The package consists of basic salary, benefits, long-term incentive share option awards, performance-related bonus and pension contributions. In line with Tribal’s growth strategy, a significant proportion of the package is based on performance and dependent upon the achievement of growth in adjusted diluted earnings per share.
The Group uses share-incentive plans to provide the necessary mechanisms for employees and executive directors to participate in the long-term success of the Group.
Risk management and internal control
The Board has overall responsibility for risk management and internal control.
Tribal maintains a risk framework that contains the key risks faced by the Group. The framework includes the impact and likelihood of key risks and the controls and procedures implemented to mitigate them. Risk management is embedded within Tribal by:
- setting strategic direction, including targets
- maintaining a clear authorisation framework
- reviewing and approving annual plans and budgets
- maintaining documented policies and procedures
- regularly reviewing and monitoring the Group’s performance in relation to risk through monthly Board reports.
The directors are also responsible for the Group’s system of internal control and for reviewing its effectiveness.
Read our Annual Report for further details of our risk management and systems of internal control.
Shareholder relations
The Chief Executive and Group Finance Director are the Group’s principal spokesmen in relation to investors, analysts, fund managers, the press and other interested parties. Read our Annual Report for details of our approach to shareholder relations and see our shareholder information area for access to our share portal.
For further information contact the Company Secretary at investors@tribalgroup.com