Richard joined the Board in November 2015 and is considered independent in accordance with Tribal's Board Charter
Richard is currently Chair and Non-Executive Director of AIM listed Gamma Communications plc, Arcontech 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 Committee and a member of the Remuneration and ESG Committees.
The Chair’s responsibilities are detailed in Schedule 1 of the Board Charter
Richard actively develops his skill set to ensure it is current and that he is knowledgeable of leading-practice. Richard manages board positions across a portfolio of companies and is able to gain and share practice between these businesses. Richard also regularly engages with advisors and other businesses to ensure he is up to date on regulatory requirements, good governance and non-executive leadership skills.
Roger joined the Board in November 2015. Roger is considered independent in accordance with the terms of the Tribal's Board Charter
Roger is currently serving as Non-Executive Chair of Avingtrans plc, Brand Architekts Group plc, Flowtech Fluidpower plc and Hargreaves Services plc, and as Non-Executive Director of Proteome Sciences plc, British Smaller Companies VCT2 Plc and Augean plc.
Roger currently has Board positions as Chair of the Remuneration Committee and is a member of the Audit and Nomination Committees.
Roger actively develops his skill set to ensure it is current and that he is knowledgeable of leading-practice. Roger also has a portfolio of board positions and takes time to develop his non-executive leadership skills.
Nigel joined the Board in January 2020. Nigel is a Fellow of the Institute of Chartered Accountants, qualifying with EY.
Nigel is currently serving as Chair of the Audit Committee and Member of the Remuneration Committee at Hargreaves Services plc.
Nigel currently has Board positions as Chair of the Audit and ESG Committees and is a member of the Remuneration and Nomination Committees.
Nigel actively develops his skill set to ensure it is current and that he is knowledgeable of leading-practice. Nigel has pursued a portfolio career since 2013 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.
Mark joined Tribal in July 2016 as Chief Financial Officer 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. Mark was appointed CEO in May 2019.
Mark is a member of the ESG and Nomination Committees.
Mark maintains his skillset through regular CPD, including formal training, attending industry events and engaging with Tribal’s advisors, such as Investec and PWC. Mark also ensures that his team are engaged with CPD activities and encourages a culture of shared learning and development.
Diane joined Tribal on 1 June 2021 as Chief Financial Officer and a member of the Board.
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.
Diane is a member of the ESG Committee.
Diane maintains her skillset through regular CPD, including formal training, attending industry events and engaging with Tribal’s advisors.
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.