The Board has Audit, Nomination and Remuneration Committees as well as a Safety and Sustainability Committee. Each Committee has formal, written terms of reference which are available. All Committees have at least three independent non-executive directors within their composition. The Company Secretary advises and acts as secretary to the Committees.

In addition to the principal Committees outlined above, the Board also maintains a Disclosure Committee to ensure that Rotork complies with its obligations in relation to the control and disclosure of inside information under the Market Abuse Regulation. Membership of the Disclosure Committee currently comprises the Chair, Chief Executive, the Chief Financial Officer and the Company Secretary and it operates under formal, written terms of reference.

The Committees have authority to take external, independent professional advice at Rotork’s expense for matters relating to the discharge of their duties.

Audit

Chair: Janice Stipp
Members: Tim Cobbold, Vanessa Simms

The role and activities of the Committee

The Committee provides oversight of the financial reporting process, the audit process, the Company’s system of internal controls and compliance with laws and regulations. 

The activities of the Audit Committee undertaken during 2023 can be found on pages 121 to 125 of the Annual Report.

Terms of reference for the Audit Committee

Nomination

Chair: Dorothy Thompson, CBE
Members: Tim Cobbold, Janice Stipp

The role and activities of the Committee

The Committee evaluates and examines the skills and characteristics needed to ensure the Board has the right balance, knowledge and attributes to operate effectively to deliver the long-term success of the Company, in a culture that is aligned with the company Purpose and business strategy, and promotes integrity. It also reviews the succession needs of the organisation and puts in place the appropriate processes for nominating, training and evaluating directors, bearing in mind the need for diversity.

The activities of the Nomination Committee undertaken during 2023 can be found on pages 126 to 128 of the Annual Report.

Terms of reference for the Nomination Committee.

Remuneration

Chair: Tim Cobbold
Members: Andrew Heath, Karin Meurk-Harvey

The role and activities of the Committee

The Committee’s primary function is to recommend to the Board an overall strategy for the remuneration of executive directors and senior management and, within the agreed strategy, determine a remuneration policy for executive directors which is aligned to the long-term success of the Company and its shareholders.

The statement from the Chair of the Remuneration Committee and the activities of the Committee undertaken during 2023 can be found on pages 129 to 134 of the Annual Report.

Terms of reference for the Remuneration Committee.

Safety and Sustainability Committee

Chair: Andrew Heath
Members: Karin Meurk-Harvey, Vanessa Simms

The role and activities of the Committee

The Committee provides oversight of safety and the implementation Rotork’s sustainability strategy which is aligned with specific UN Sustainable Development Goals, approved by the Board.

The activities of the ESG Committee (the Committee that preceded the Safety and Sustainability Committee) undertaken during 2023 can be found on pages 118 to 120 of the Annual Report.

Terms of Reference for the Safety and Sustainability Committee.