Tribal's Board of Directors
Richard Last, Executive Chair
Richard joined the Board in November 2015.
Between his appointment and 29 August 2018, Richard has been independent in accordance with Tribal's Board Charter. Due to the sudden death of CEO Ian Bowles on 28 August 2018, Richard has taken up the temporary role of Executive Chairperson (Chair) pending the Company’s appointment of a replacement. Upon the appointment of replacement CEO Richard will cease his executive duties and will again be deemed independent.
Richard is currently Chair and Non-Executive Director of AIM listed Gamma Communications plc, British Smaller Companies VCT 2 plc, Arcontech Group plc, Lighthouse Group plc and ITE Group plc. In addition, Richard is Non-Executive Director of Corero Network Security plc. Richard is a Fellow of the Institute of Chartered Accountants in England and Wales (FCA).
Richard is Chair of the Nomination and Remuneration Committees and member of the Audit Committee.
The Chair’s responsibilities are detailed in Schedule 1 of the Board Charter.
Roger McDowell, Senior Independent Director
Roger joined the Board in November 2015. Roger is considered independent in accordance with the terms of the Company’s Board Charter.
Roger is currently serving as Non-Executive Chair of Avingtrans plc and Hargreaves Services plc, and as Non-Executive Director of Proteome Sciences plc, Swallowfield plc, Augean plc and D4t4 Solutions plc.
Roger is Chair of the Audit Committee and member of the Nomination and Remuneration Committees.
Mark Pickett, Executive Director, Chief Financial Officer and Company Secretary
Mark joined Tribal in July 2016 with many years’ experience in the technology industry. Previously he was Chief Financial Officer and Finance Director, UK of Computer Sciences Corp (‘CSC’), a US based global leader in technology enabled business solutions and services. Mark also spent 18 years in a variety of senior finance roles with Oracle across a number of geographies, primarily in its software businesses.
Chief Executive Position
Tribal's CEO, Ian Bowles, passed away suddenly at the end of August 2018. The Nomination Committee has commenced the process to retain another suitably qualified individual to fill the vacancy.
Pending the appointment of a replacement, Richard Last has adopted the role of Executive Chair and is working closely with Tribal's Executive Management Team.
The CEO’s responsibilities are detailed in Schedule 2 of the Board Charter.
Tribal is committed to high standards of corporate governance and maintaining sound business ethics.
The PLC Board applies the principles of good governance and supports a culture of open debate and constructive challenge to enable Tribal to meet its objectives, and to do so in a controlled and efficient manner. In fulfilling their responsibilities, the Directors govern the Group in the best interest of the Company and its shareholders whilst having due regard to the interests of other stakeholders including customers, employees, suppliers and regulators.
The PLC Board has established three committees to assist in the effective operation of the Board: the Audit Committee, the Remuneration Committee and the Nominations Committee. Each Committee has responsibility to the Board which are outlined in formal Terms of Reference that have been approved by the Board. The Terms of Reference are subject to annual review to ensure the Committees continue to follow best practice. The Chairman of each Committee reports to the PLC Board after each Committee meeting and minutes are tabled at the next PLC Board meeting.
The Audit Committee is chaired by Roger McDowell and comprises Richard Last. The Chief Executive Officer and representatives from finance and our external auditors participate in the meeting as non-voting observers. The Committee meets three times a year.
The Committee oversees the Group’s financial reporting and internal controls, including their effectiveness and risk management processes and the external audit process. The Committee has the following responsibilities:
- Considering reports from the auditors on the annual and half-yearly financial statements.
- Monitoring the integrity of the Group’s financial statements and formal announcements relating to the Group’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.
The Nominations Committee is chaired by Richard Last and includes Roger McDowell and Ian Bowles, who provides Executive management insight. The Committee meets at least once a year.
The Committee deals with appointments to the PLC Board, monitors potential conflicts of interest and reviews the independence of the Non-Executive Directors.
The Remuneration Committee is chaired by Roger McDowell and includes Richard Last. The Committee meets at least once a year.
The Committee sets the remuneration of the Directors, including basic salary, bonuses and other incentive payments and awards. It also ratifies policy proposals in respect of remuneration of senior executives in the Group.