IMRO is governed by a Board of Directors comprising 15 non-executive directors. Seven of the directors are writer members and five are publisher members, all of whom are directly elected by the membership. In addition, there are three external directors on the Board. External Directors are not members of IMRO and they are appointed by the Board on the basis of the particular expertise and skills they can bring to the workings of the Board.
The Board delegates to committees specific responsibilities. Directors are appointed to committees by the Board and decisions of committees are subject to ratification by the Board. Ad hoc committees are established by the Board from time to time to deal with specific matters that arise. The following committees have been established by the Board.
Committees of the Board
Its role is to assist the Board in establishing the most appropriate distribution policies for the company, by examining in detail various aspects of policy and proposed policy and making recommendations to the Board.
Its role and responsibilities are:
- Assisting the Board in the oversight of the integrity of the annual audited financial statements and reviewing significant financial reporting issues and judgements contained therein.
- Reviewing the effectiveness of the Company’s internal financial controls.
- Monitoring and reviewing the effectiveness of the Company’s internal audit function and the risk management strategy.
- Making recommendations to the Board on the appointment and removal of the external auditors, their remuneration and terms of engagement.
- Monitoring and reviewing the Company’s financial reporting process and the Company’s compliance with legal, regulatory and internal policies.
Its role is to assist the Board in establishing and co-ordinating the strategic PR and marketing plan for the Company. It gives detailed consideration to all aspects of PR and marketing relevant to the Company and makes recommendations to the Board.
The role of the committee is to assist the Board in establishing the remuneration policy of the Company, by reviewing relevant market data and calling on outside expertise when required.
The committee meets as required. It was established by the Board for the specific purpose of dealing with the Company’s defined benefit pension scheme and the submission of a Funding Proposal to the Pensions Board.
The committee was established by the Board for the specific purpose of reviewing corporate governance costs within the organisation. The committee meets as required.