Tribal's Board of Directors
Richard Last, Chairman and Chairman of the Nominations Committee
Richard joined the board in November 2015. He is currently Chairman and Non-Executive Director of Servelec Group plc, a technology group and AIM listed Gamma Communications plc, a communications group. In addition, Richard is currently Chairman and Non-Executive Director of the British Smaller Companies VCT 2 plc, Arcontech Group plc, and Lighthouse Group plc, and 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 responsible for the running of the Board. See Chairman's responsibilities.
Roger McDowell, Senior Independent Director and Chairman of the Remuneration Committee
Roger joined the board in November 2015. He is currently serving as Non-Executive Chairman of Avingtrans plc, Senior Independent Non-Executive Director of Servelec Group plc and is also a Non-Executive Director of Premier Technical Services Group plc, Proteome Sciences plc, Swallowfield plc and D4t4 Solutions plc.
Ian Bowles, Chief Executive
Ian joined Tribal in February 2016 with a strong international track record of driving financial and operational improvement and shareholder value creation, having held Board and other senior management positions across a number of leading IT companies.
From 2007 to 2015, Ian was Chief Executive Officer of Allocate Software, an AIM listed leading international provider of specialist workforce management optimisation and corporate governance, risk & compliance software, where he oversaw strong organic and acquisitive growth in revenue and profits, and its sale on behalf of shareholders to HgCapital in 2015 for a significant premium.
Mark Pickett, Chief Financial Officer and Company Secretary
Mark joined Tribal in July 2016 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.
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 three committees to assist in the effective operation of the Board: the Audit Committee, the Remuneration Committee and the Nominations Committee. Each Committee has responsibility to the Board which 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 Roger and comprises Richard and Ian. Representatives from finance and our external auditors participate in the meeting as non-voting observers. The Committee meets four times 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:
- Considering reports from the auditors on the annual and half-yearly financial statements.
- Monitoring the integrity of the Group’s financial statements and formal announcements relating to the Group’s financial performance.
- Making recommendations to the Board on the appointment and remuneration of the external auditors.
- Reviewing the independence and objectivity of the external auditors and the effectiveness of the audit process.
- Considering reports on the effectiveness of the Group’s risk-management procedures and internal controls.
The Nominations Committee is chaired by Roger and comprises Richard and Ian. 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 and comprises Richard. The Committee meets four times 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.