The Board acknowledges the importance of the principles set out in the 2016 UK Corporate Governance Code (the "Code") issued by the Financial Reporting Council.
An appropriate framework has been put in place to ensure compliance with the Code's corporate governance principles. The Corporate governance report in the 2017 Annual Report and Accounts explains Tyman's application of the Code.
The Board has an Audit Committee, a Nominations Committe and a Remuneration Committee. The existence of the Committees ensures that time is allocated on a formal basis to consider relevant issues.
|Member name||Audit Committee||Nominations Committee||Remuneration Committee|
The Audit Committee’s primary responsibilities are to monitor the integrity of the financial statements and any formal announcements relating to the Company’s financial performance, review any changes in accounting principles, consider the appropriateness of accounting policies adopted by the Company, review the Group’s internal and external audit activity, and review and monitor the effectiveness of the risk management and internal control systems within the business.
|Audit Committee terms of reference||View PDF [293kb]|
|Audit Committee report in the 2017 Annual Report and Accounts||View PDF|
The Nominations Committee identifies and nominates candidates for the office of Director of the Company. It meets as and when required and is chaired by Mr Towers; however, Mr Towers would not chair the Committee, or attend meetings, if it were to consider the appointment of a successor chairman.
|Nominations Committee terms of reference||View PDF [142kb]|
|Nominations Committee report in the 2017 Annual Report and Accounts||View PDF|
The Remuneration Committee considers and approves the remuneration and benefits of the Directors in accordance with the remuneration policy approved by the shareholders in May 2017. The Committee also reviews the remuneration of the members of the TMC and the Company Secretary, and of the service providers contracted to perform executive functions for the Group, as well as long term share incentive and share option schemes for all employees.
|Remuneration Committee terms of reference||View PDF [140kb]|
|Remuneration policy||View PDF [329kb]|
|Remuneration report in the 2017 Annual Report and Accounts||View PDF|
Board performance evaluation
The Board participates in an externally facilitated Board evaluation, which in 2017 was conducted in conjunction with internal audit. The evaluation made use of an online questionnaire followed up with interviews with all Board members. The 2017 review was extended to include the Group Financial Controller and the Divisional CEOs to provide a broader perspective of the Board’s performance and to encourage debate on the key recommendations for the work of the Board and Committees for the following year.
|Board evaluation commentary||Response||Actions|
|Tyman has a clear strategy and
objectives, of which all Board members
are aware. However, it was felt that
further discussion and understanding of how the respective divisions implement the Group strategy in their differing markets would be beneficial.
|It was considered that the Group strategy, although well understood, was not sufficiently profiled when discussing divisional performance at Board meetings.
||Board papers have been restructured to allow the CEO additional opportunity to provide the Board with a greater overview of matters such as current trading, industry developments around customers, markets and competitors, and other topical matters of significance that could affect the implementation of Group strategy, including the impact upon M&A.|
|External understanding of customers, markets and competitors.||It was agreed that the majority of information provided to the Board was
internally sourced and that it would be useful to receive an external perspective on the Group.
|The Board received a presentation from Rothschild, the Group’s financial advisers, at the January 2018 meeting. Further presentations from external advisers are planned for later in the year.|
|Divisional CEOs to be available to answer questions at Board meetings.||
It was agreed further input from the Divisional CEOs would provide a greater understanding of the operational aspects of these divisions.
|Presentations were received from Jeff Graby and his senior management team during the Board visit to Juarez, Mexico. Further presentations have been received from the Divisional CEOs on a number of topics, including health and safety, succession planning, strategy and M&A. 2018 will see further presentations made by the Divisional CEOs to the Board.|
The Group has policies and procedures in place to ensure that risks are properly identified, evaluated and managed at the appropriate level within the business. The identification of risks and opportunities, the development of action plans to manage the risks and maximise the opportunities, and the continual monitoring of progress against agreed plans are integral parts of the business process and core activities
throughout the Group.
Risk management responsibilities
|Responsible body||Area of responsibility|
|Board||Overall responsibility for risk management. Defines the Group’s risk appetite and culture. Reviews principal risks and uncertainties every six months and provides direction and tone of risk management.|
|Audit Committee||Assurance of the internal control and risk management systems.|
|Risk Management Committee||Regular review of risk registers and implementation of mitigation plans.|
|Executive and divisional management||Day-to-day operational management and management of risk. Design and implementation of the necessary systems of risk assessment and internal control.|
Risk management and internal control
The Board has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The internal control systems are designed to meet the particular needs of the Group and to manage rather than eliminate the risk of failure to achieve business objectives. Such systems can only provide reasonable and not absolute assurance against material misstatement or loss. Through the work of the internal and external auditors and the reports to the Audit Committee, the Committee is satisfied that any audit issues raised by either the internal or external auditors are managed and resolved effectively by management.