The Board acknowledges the importance of the principles set out in the UK Corporate Governance Code (the "Code") issued by the Financial Reporting Council.
The Statement of Governance in the Annual Report and Accounts explains Tyman's application of the Code.
Section 430(2B) Companies Act 2006 Statement
Further to the announcement on 6 April 2023, Jo Hallas stepped down from the role of Chief Executive Officer of Tyman plc and from her position on the Tyman Board on 6 April 2023. Jo will remain available to the Group until 6 April 2024, as required, to ensure an orderly handover. As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments made or to be made to Jo are available here.
The Board has an Audit and Risk 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.
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 and Risk Committee terms of reference
|Non-audit fee policy
|Tax Strategy & Risk Management Policy
|Corporate Criminal Offence (CCO) Policy
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
|Board Diversity Policy
The Remuneration Committee is responsible for setting and implementing the Remuneration Policy for the Executive Directors and the Company’s Chair. In addition, the Committee considers the remuneration arrangements for all senior executives in the Group and other relevant senior managers. This ensures a consistent application of Remuneration Policy across the Group and aligns all senior managers’ remuneration to the Group’s strategic objectives. Remuneration received reflects the contribution made by senior executives to the business, the performance of the Group, the size and complexity of the Group’s operations and the need to attract, retain and incentivise executives of the highest quality.
|Remuneration Committee terms of reference
Board performance evaluation
The Board undertakes a formal evaluation of its performance, and that of each Director, on an annual basis. The three principal Committees of the Board also undertake an annual evaluation of their effectiveness, in accordance with their respective terms of reference. The key observations, developments and recommendations arising from the evaluation are set out in the Statement of Governance in the Annual Report and Accounts.
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
|Area of responsibility
|Formulates the Group's strategy and has overall responsibility for risk management including definition of the Group's risk appetite and culture. The Board delegates oversight of risk management to the Audit and Risk Committee.
|Audit and Risk Committee
|Regularly monitors the nature, extent and management of the Group's principal and emerging risks. Monitors and reviews the effectiveness of the Group's systems of risk management and internal control.
|Comprises Executive Directors and Divisional Presidents overseeing management of group-wide risks.
|Implementation of the necessary systems of risk assessment and internal control. Regular review of risk registers and implementation of mitigation plans. Day-to-day operational management of risk.
Risk management and internal control
The Board has ultimate responsibility for the Group’s system of risk management and internal control with responsibility for oversight delegated to the Audit and Risk Committee which is responsible for maintaining and reviewing the effectiveness of our risk management processes from strategic, financial, operational and regulatory/compliance perspectives.