The Board

 Board composition

Rotork is led by an effective Board which currently consists of six members (seven as at 31 December 2016 prior to the retirement of John Nicholas): the Chairman, three independent non-executive directors and two executive directors. Apart from the Chairman, all non-executive directors are considered to be independent from Rotork and are appointed for an initial term of three years. Upon the completion of this term, the appointment is reviewed and, if appropriate, extended.

Rotork is compliant with the recommendations of Lord Davies’ 'Women on Boards' initiative, with female representation on the Board standing at 29% as at 31 December 2016.

The biographies of the directors and details of Board committee membership are set out in our Annual Report on pages 60 to 61.

 

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 2016:

Key:
A = Audit Committee
R = Remuneration Committee
N = Nomination Committee

 

Board Meeting

A

R

N

Bob Arnold

7(ii)

     3(i)

  1(i)

1(i)

Lucinda Bell

11

    5

4

3

Gary Bullard

11

    5

4

3

Jonathan Davis

11

      5(i)

 1(i)

1(i)

Peter France

11

     5(i)

4(i)

3

Sally James

11

 5

4

3

Martin Lamb

  11 

   5(i)

4(i)

 3

John Nicholas

   10 

4

4

3

(i) By invitation.
(ii) Bob Arnold retired from the Board on 31 August 2016.

Roles and responsibilities

There is a documented clear division of responsibilities between the Chairman and the Chief Executive to ensure that there is a balance of power and authority between leadership of the Board and executive leadership.

All directors are entitled to seek independent, professional advice at the Company‘s expense, and arranged by the Company Secretary, in order to discharge their responsibilities as directors. Rotork maintains appropriate directors’ and officers’ insurance cover.

 

How the Board Operates Effectively

Board Activities

As part of Rotork‘s Board effectiveness, day-to-day responsibility for the running of the Company is delegated to executive management. However, there are a number of matters where, because of their importance to the Group, it is not considered appropriate to do this. The Board therefore has a formal and documented schedule of matters reserved for its decision.

In 2016, there were 11 Board meetings in total. The Chairman, through the Company Secretary, ensures that the Board agenda and all relevant information is circulated to the Board members sufficiently in advance of the meeting. Following feedback from the Board‘s 2016 performance review, the Board held a workshop to consider changes to the management reporting packs circulated to the Board to further ensure that the non-executive directors receive focused, concise and relevant information from the executive management team. Further work will be done on this in 2017. The Chairman and the Company Secretary discuss the agenda in detail ahead of every meeting and the Chairman and Chief Executive hold a review meeting ahead of each Board meeting.

At least once annually, the Board travels to and meets at one of Rotork‘s locations other than its head office in Bath. This allows the Board, and, in particular, the non-executive directors, the opportunity to gain a deeper understanding of overseas businesses and their markets and to interact with local management and staff, as well as to view new capital investments and acquisitions. In 2016, the Board visited Rotork‘s newly-completed manufacturing facility in Lucca (Italy) and met with, and received presentations from, local management.

All non-executive directors constructively challenge executive management at Board meetings and are entitled to unfettered access to information and management across the Group. Rotork‘s executive directors understand the distinction between their roles as executive managers and as Board directors. 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.

At each Board meeting, the Board receives presentations from senior management (including all divisional managing directors during the year) regarding that senior manager‘s area of responsibility. The principal purpose of the presentations is to consolidate the Board‘s understanding of the Group‘s operations, and in particular current strategic and operational issues facing divisional and business functional management. The presentations are structured so that the Board has the opportunity to ask questions and constructively challenge senior management at their presentations. Management presentations normally take place at the start of the meeting so that any issues raised in them can be considered in wider Board discussions, particularly around strategy and risk.

The Chief Executive and Finance Director present to the Board the content of preliminary and half year results announcements and the Board also considers trading updates.