Committees
Nomination Committee
The Nomination Committee's members during the year under review were RC Lockwood (who chairs the Committee), IG King, JE Nicholas, G Bullard and PI France. The Nomination Committee comprises of the three independent directors, the Chief Executive and the Chairman. The 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 nonexecutive 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. JE Nicholas was Chairman of the Committee throughout the year. There were therefore three independent non-executive directors who were members of the Audit Committee at all times throughout the year. The Board is satisfied that at least one member of the Committee, JE Nicholas, has recent and relevant financial experience having served as the Finance Director of a large listed company. He is also a member of the Financial Reporting Review Panel of the Financial Reporting Council (FRC). The Finance Director, the Chief Executive, the Chairman and the external auditors normally attend meetings.
Responsibilities
- Reviewing the effectiveness of the Company's financial reporting, internal control policies and procedures for the identification, assessment and reporting of risk;
- Reviewing significant financial reporting issues and judgements;
- Monitoring the integrity of the Company's financial statements;
- Keeping the relationship with the auditors under review, including the terms of engagement, fees and their independence;
- Monitoring the role and effectiveness of the internal audit function.
Terms of reference for the Audit Committee
Remuneration Committee
The work of the Remuneration Committee is described in the Remuneration Report on pages 43 to 49 of the Annual Report & Accounts. The Chairman and the Chief Executive were invited to and did attend all meetings but both were not in attendance when their own fees and remuneration respectively were considered.
Responsibilities
- The Remuneration Committee is a Committee of the Board;
- The principal role of the Committee is to determine the framework and policy for remuneration of the Chairman and executive directors;
- Within the agreed policy, the Committee determines individual remuneration packages for the Chairman and executive directors, including the terms of any discretionary share schemes in which executive directors may be invited to participate, taking account of the level of remuneration for other Rotork Management Board members and being sensitive to remuneration conditions throughout the Group;
- Agreeing the terms and conditions to be included in service agreements for executive directors, including termination payments.
