The Board

Board composition

Rotork is led by an effective Board which currently consists of seven members: the Executive Chairman, the Finance Director, Kevin Hostetler (who became Chief Executive on 12 March 2018) and four independent non-executive directors. The non-executive directors are appointed for an initial term of three years. Upon the completion of this term, the appointment is reviewed and, if appropriate, extended.

Rotork Board members come from a variety of professional backgrounds including engineering, legal, accountancy and international sales and collectively possess significant managerial experience, as well as experience of being company directors of other public limited companies. The appointment of Peter Dilnot as a non-executive director in September 2017 has further strengthened the mix of skills on the Board, in particular given his background in engineering and extensive international business experience.

Following a rigorous review, the Board considers all non-executive directors to be independent in character and judgement from Rotork. Details of the length of tenure of the independent non-executive directors is set out below. Gary Bullard is the longest serving non-executive director and as he will have been in office for nine years in 2019, the Nomination Committee have started to plan for the appointment of a replacement non-executive director and Chair of the Remuneration Committee.

Rotork’s female representation on the Board was 33% as at 31 December 2017. With the appointment of Kevin Hostetler, female representation now stands at 29%. The Board is cognisant of the updated Hampton-Alexander Review target of 33% female representation on the Board by 2020.

The biographies of the directors and details of Board committee membership are set out on pages 54 to 55.

All directors are subject to annual re-election at the AGM in line with the Code.

All directors are subject to annual re-election at the Annual General Meeting in line with the Code.

Directors’ attendance at Board and Committee meetings during 2017:

 

Board

Audit Committee

Remuneration Committee

Nomination Committee

Lucinda Bell(i)

11/12

     5/6

  3/5

3/5

Gary Bullard

12/12

    6/6

5/5

5/5

Jonathan Davis

12/12

    6/6

0

0

Peter Dilnot(ii)

4/12

      3/6

3/5

3/5

Peter France(iii)

6/12

     2/6(v)

2/5

1/5

Sally James

12/12

 6/6

5/5

5/5

Martin Lamb

12/12 

   5/6(v)

5/5(v)

 5/5

John Nicholas(iv)

1/12 

1/6

1/5

0

Maximum number of meetings

12

6

5

5

(i) Lucinda Bell missed the meetings of Board, Audit Committee, Remuneration Committee and Nomination Committee in December for medical reasons.
(ii) Peter Dilnot was appointed to the Board with effect from 1 September 2017.
(iii) Peter France resigned from the Board on 27 July 2017.
(iv) John Nicholas retired from the Board on 24 February 2017.
(v) By invitation.