Richard joined the Board in November 2015.
Richard is currently Chairman and Non-Executive Director of AIM listed Gamma Communications plc. In addition, a Non-Executive Director of AIM listed Corero Network Security plc and Non-Executive Chairman of fully listed HYVE Group plc.
Richard is a Fellow of the Institute of Chartered Accountants in England and Wales®(FCA) and has over 30 years experience of Public Companies, particularly IT Software and Services and Communications businesses.
Mark joined Tribal and the Board in July 2016.
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.
Diane joined Tribal on 1 June 2021.
Diane has over 25 years' experience in finance roles, including her most recent role as Director of Finance at Sky UK Limited, and previous senior financial and executive positions at Vodafone Group plc and Cable and Wireless plc.
As an experienced finance leader, Diane has a wealth of knowledge across commercial negotiation, strategy development and operational expansion.
Roger joined the Board in November 2015.
Roger is currently serving as Non-Executive Chairman of Avingtrans plc, Hargreaves Services plc, Brand Architeckts plc (formerly Swallowfield), Non-Executive Director of Proteone Sciences plc and British Smaller Companies VCT 2 plc.
Nigel joined the Board in January 2020.
Nigel is a Fellow of the Institute of Chartered Accountants in England and Wales (FCA), he qualified with EY and had a successful career with EY, retiring as Managing Partner UK and Ireland in 2013.
Nigel is a Non-Executive Director of Hargreaves Services plc and was a Non-Executive Director at FreeAgent Holdings plc, a provider of Software as a Service based accounting solutions, from its successful 2016 IPO to its acquisition by RBS in 2018.
Nigel continues to take time to develop his Non-Executive leadership skills.
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 four committees to assist in the effective operation of the Board: the Audit Committee, the Remuneration Committee, the Nomination Committee, and the ESG Committee. Each Committee has a responsibility to the Board that 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 Nigel Halkes and includes Roger McDowell. The Chair, Chief Executive Officer, Chief Financial Officer, representatives from finance and our external auditors participate in the meeting by invitation, as and when appropriate and necessary, as non-voting observers. The Committee meets at least twice 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:
The Nomination Committee is chaired by Richard Last and includes Roger McDowell, Nigel Halkes and Mark Pickett, 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 and Nigel Halkes. The Committee meets at least twice 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.
The ESG Committee is chaired by Nigel Halkes and includes Richard Last, Mark Pickett and Diane McIntyre. The inaugural meeting was on 26th April 2021. The ESG Committee is overseeing six initiatives, two in each area: Reducing travel and becoming paperless (Environmental); improving diversity and supporting education and student wellbeing charities (Social); Compliance (Global ISO certification) and improving internal systems and data utilisation (Governance).
See our Annual Report for further details of our Board committees, remuneration policy, recent Director’s shareholdings & dealings and broader governance information.