Code Compliance

UK Corporate Governance Code Compliance Statement

UK Corporate Governance Code compliance statement The UK Corporate Governance Code 2016 (the Code) is the standard against which we measured ourselves in 2017. The Code is available to download at www.frc.org.uk.

Throughout the year ended 31 December 2017, Rotork plc fully complied with the Code, save that from 28 July 2017 it was not in compliance with Code Provision A.2.1, which provides that the roles of the Chairman and Chief Executive should not be performed by the same person.

Martin Lamb assumed the full time role of Executive Chairman on an interim basis following the announcement of the resignation of Peter France on 28 July 2017. Following Martin Lamb’s appointment, Sally James, the Senior Independent Director, has taken an increased role at Board level, including chairing the majority of discussions at meetings, in particular those aspects relating to direct review and constructive challenge of the work of the executive directors. Sally James has also taken greater responsibility for the setting of Board meeting agendas, as described below.

The Nomination Committee commenced work in August 2017, with the appointment of external executive recruitment consultants, to identify and recruit a new Chief Executive. The appointment of Kevin Hostetler as Chief Executive was announced on 4 January 2018. Kevin joined the Board on 12 February 2018 and the Nomination Committee on 1 March 2018, and will assume the role of Chief Executive from 12 March 2018. Martin Lamb will revert to his role as non-executive Chairman from this date and Sally James’ additional responsibilities will also cease.

Pages 58 to 61 of the Annual Report 2017 contain a summary of the system of corporate governance adopted by Rotork. Download the Annual Report here.