The Board

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

The Board currently has eight members comprising: the Chairman, the three independent non-executive directors as accepted by the Code, and four executive directors.

The Company's Articles of Association provide that one third of the directors shall retire from office by rotation at each Annual General Meeting (‘AGM'). New directors are subject to election by shareholders at the first opportunity after their appointment. Additionally from 2011 AGM the Board has decided that all directors will be subject to an annual re-election which is a new provision of the 2010 Code for FTSE350 companies. In line with the Code guidance non-executive directors are normally appointed for an initial term of three years, which is then reviewed and extended for up to a further two three year periods. On appointment directors receive a suitable and tailored induction.

There is a clear division of responsibility approved by the Board in writing between the Chairman, RC Lockwood, and the Chief Executive, PI France, that ensures that there is a balance of power and authority between the running of the Board and the executive responsibility for the running of the Company’s business. IG King is the current senior independent non-executive director.

Attendance at Board and scheduled committee meetings:

*By invitation.
**Jonathan Davis was appointed to the Board in April 2010 and attended the February 2010 board meeting by Invitation.
(1) Bob Slater Retired in March 2010 and Alex Walker resigned in April 2010.
(2) Gary Bullard joined the board of Rotork p.l.c as a Non-Executive Director in June 2010 and attended all board and committee meetings following his appointment. 

There are usually at least eight meetings of the Board which take place throughout the year.

During the year Board meetings are scheduled at manufacturing sites other than the Company's headquarters and manufacturing site in Bath. This allows, in particular, non-executive directors to meet management at these sites and receive presentations from them. During the year under review the Board visited and held Board meetings at its manufacturing site in Lucca, Italy.

The Chairman ensures through the Company Secretary that the Board Agenda and all relevant information is provided to the Board sufficiently in advance of meetings. The Chairman and Company Secretary discuss the Agenda ahead of every meeting. At meetings the Chairman ensures that all directors are able to make an effective contribution throughout meetings and every director is encouraged to participate and provide opinions for each Agenda item. The Chairman always seeks to achieve unanimous decisions of the Board following due discussion of Agenda items. The Schedule of Reserved Matters details those matters specifically reserved for Board decision.

The types of decision which are reserved for Board decision relate to matters which cannot, or the Board considers should not, be delegated to the Chief Executive and executive management. They include approval of Group commercial strategy and succession planning, approval of Group annual operating and capital expenditure budgets and recommendations for payment of the final proposed dividend and decisions for interim dividends and dividend policy, approval of the Annual Report & Accounts and announcements of final and interim results, ensuring sound internal control and risk management, executive director remuneration, corporate governance matters including Board and Committee performance appraisals and Board and Committee membership. The directors also have powers to issue and buy back the Company's shares conferred annually by the shareholders at the AGM.

The Board regularly considers and discusses future strategy, following submissions by management, at Board meetings and, on occasion, separate strategy meetings. The non-executive directors constructively challenge and help develop proposals on strategy at those meetings. The decisions which are left to management are all those related to the successful operation and management of the Company's business and in implementing the commercial strategy within the limits set by the Board annually for overall operational budgets and capital expenditure.

The Chairman ensures that meetings of non-executives without the executives present are held. All directors have access to the advice and services of the Company Secretary and through him they can request and obtain independent professional advice at the Company's expense where they judge it necessary to discharge their responsibilities as directors. The Company maintains appropriate directors' and officers' insurance cover.