The Board acknowledges the importance of the principles set out in the 2018 UK Corporate Governance Code (the "Code") issued by the Financial Reporting Council.
The Corporate governance report in the 2018 Annual Report and Accounts explains Tyman's application of the 2016 UK Corporate Governance Code.
The Board has an Audit Committee, a Nominations Committee 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 have oversight of the Company's financial reporting, to monitor the integrity of the financial statements and other financial communications of the Company. It is responsible for ensuring that effective governance and appropriate frameworks are in place for the oversight of the Company, major subsidiary undertakings and the Group as a whole, and for considering whether accounting policies are appropriate.
|Audit Committee terms of reference||View PDF|
|Audit Committee report in the 2018 Annual Report and Accounts||View PDF|
|Non-audit fee policy||View PDF|
The Nominations Committee is responsible for reviewing and making recommendations to the Board on the size, structure and composition of the Board and Committees and in compliance with the Code to ensure that plans are in place for the orderly succession to both the Board and senior management positions, including overseeing the development of a diverse pipeline for succession that is appropriate for both the current and future cultural and strategic needs of the Group.
In addition, the Committee must evaluate the balance of skills, diversity, knowledge and experience of the Board. In doing so, the Committee is responsible for the identification and nomination of candidates to fill Board positions, recommending the reappointment of Non-executive Directors and the re-election of Directors.
|Nominations Committee terms of reference||View PDF|
|Nominations Committee report in the 2018 Annual Report and Accounts||View PDF|
The Remuneration Committee considers and approves the remuneration and benefits of the Directors in accordance with the Group's remuneration policy. 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|
|Remuneration policy||View PDF|
|Remuneration report in the 2018 Annual Report and Accounts||View PDF|
Board performance evaluation
The Board participates in an externally facilitated Board evaluation survey using the Independent Audit platform. The survey sought to establish the progress the Board had made over the year on the key priorities set out at the start of 2018.
The results of the 2018 survey showed that progress had been made in the majority of areas outlined, although it was considered further improvements could be made, especially in the availability of discussion time provided to the Board.
The format of the Board papers has been restructured to provide more detailed information on current trading and external market activity and to provide space for focused discussion on these topics. Further improvements are planned for the year ahead, to ensure the Board has the time necessary to discuss all areas of the Board’s work. It was considered the work of the Committees had progressed well and areas highlighted in the evaluation had been progressed. In particular, the remit of the Nomination Committee had widened, taking into consideration the wider area of talent pipeline across all Divisions.
As part of the Board evaluation process, the Chairman reviewed the performance of each Director; these reviews were followed up with one-to-one meetings. Following these reviews the Chairman has confirmed that each of the Directors has demonstrated their continued commitment to their roles by the time spent on Company business and through their full participation in Board and Committee meetings.
Led by the Senior Independent Director, Mark Rollins, the other Directors carried out a review of the Chairman’s performance. Feedback from these personal reviews was discussed on a one-to-one basis with the Chairman. Taking these reviews into consideration the evaluation confirmed the Chairman continues to fully discharge his duties and demonstrates full commitment to the role as evidenced by the progress made in all areas of the Board's work and time spent on Company business.
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. Shares best practice in risk management and mitigation strategies across the Group.|
|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.