Committees
Below are extracts from the Corporate Governance section of the Annual Report of Rotork plc 2010:
Nomination Committee
The Nomination Committee’s members during the year under review were RC Lockwood (who chairs the Committee), A Walker, IG King, JE Nicholas, G Bullard and PI France. A Walker retired from the Committee during the year and G Bullard was appointed to the Committee. The Nomination Committee comprises three independent directors, the Chief Executive and the Chairman. A majority of the members of the Nomination Committee are therefore independent non-executive directors as accepted by the Code.
Responsibilities
- Reviewing regularly the composition of the Board and making recommendations to the Board on any desired changes;
- Planning for the orderly succession of new directors to the Board including, identifying and nominating for the Board’s approval suitable candidates to fill non-executive vacancies;
- Recommending to the Board the membership of Board Committees.
Terms of reference for the Nomination Committee
Audit Committee
The Audit Committee (‘the Committee') of the Board is currently comprised of three non-executive directors, JE Nicholas, IG King and G Bullard. During the year under review A Walker retired as a member of the Committee and G Bullard was subsequently appointed. JE Nicholas was Chairman of the Committee throughout the year. There were therefore at all times throughout the year three independent non-executive directors who were members of the Audit Committee. The Board is satisfied that at least one member of the Committee, JE Nicholas, has recent and relevant financial experience having recently served as a Finance Director of a large listed company. He is also a member of the Financial Reporting Review Panel of the Financial Reporting Council. The Finance Director, Chief Executive, Chairman and the external auditors normally attend meetings and there is a meeting at least once a year between the Committee and the external auditors at which management is not present.
Responsibilities
- Reviewing the effectiveness of the Company’s financial reporting, internal control policies and procedures for the identification, assessment and reporting of risk;
- Monitoring the role and effectiveness of the internal audit function;
- Keeping the relationship with the Auditors under review, including the Terms of Engagement and fees, and their independence;
- Monitoring the integrity of the Company’s financial statements;
- Reviewing significant financial reporting issues and judgments.
Terms of reference for the Audit Committee
Remuneration Committee
The work of the Remuneration Committee is described in the Remuneration Report on pages 37 to 42 of the 2010 annual report & accounts. The Chairman and Chief Executive were invited to and did attend all meetings but both were not in attendance when their own remuneration and fees respectively were considered.
