Code Compliance

Code Compliance

The Board comprises of the Chairman, four executive directors and the three independent non-executive directors. As Rotork p.l.c. is considered a large company by the Code it is recognised that full compliance would require one further independent non-executive to be appointed so that half the Board, excluding the Chairman, comprises independent nonexecutive directors.

Following recommendations by the Nomination Committee the Board has decided that it is in the best interests of the Company that an additional, female independent non-executive director be appointed to the Board. Further details of this commitment are included in the Nomination Committee report. Subject to the matter of the number of independent non-executives referred to in this paragraph, which the Board is committed to rectifying during 2012, the Company considers that it complies with the provisions of the Code. The Board does however, continue to believe that as each of the non-executives are very strong and senior individuals with experience of international FTSE 100 Boards, sufficient strength does in any event currently exist on the Board.

In response to Lord Davies' Women on Boards report and subsequent requests for public statements by FTSE 350 Chairmen on targets, the Company published a statement which can be accessed on the Company's website under RNS announcements. The statement said that the Company will endeavour to achieve gender representation in line with the recommendations of Lord Davies' Report and confirmed that it has a short term objective of having at least one female Board member by the end of 2012, thus ensuring at least 25% of our independent non-executives are female.

The Company also in February 2012 provided further information to Cranfield University, who were acting on behalf of the government, re-confirming the target for women on the Board and providing further information on the proportion of women on the Board, in senior executive positions and female employees in the organisation as a whole.