Code Compliance

Below are extracts from the Corporate Governance section of the Annual Report of Rotork plc 2010:

Code Compliance

The Board currently comprises the Chairman, four executive directors and three non-executive directors.

As Rotork p.l.c. is considered a large company by the Code it is recognised that full compliance currently would require one further independent non-executive to be appointed so that half the Board, excluding the Chairman comprise independent non-executive directors.

The Board has considered whether changes to the composition of the Board should be made and has concluded that as each of the non-executive directors are very strong and senior individuals with experience of International FTSE 100 Boards, sufficient non-executive director strength exists on the Board. The Board intends over time to move towards full compliance with respect to Board composition. Subject to the matter of the number of independent nonexecutives referred to in this paragraph the Company considers that it complies with the provisions of the Code.