Committees
The Board has Audit, Nomination and Remuneration Committees as well as a Safety and Sustainability Committee (formerly the Environmental, Social and Governance (‘ESG’) Committee). Each Committee has formal, written terms of reference which are available. All Committees have at least three independent non-executive directors within their composition. The Company Secretary advises and acts as secretary to the Committees.
In addition to the principal Committees outlined above, the Board also maintains a Disclosure Committee to ensure that Rotork complies with its obligations in relation to the control and disclosure of inside information under the Market Abuse Regulation. Membership of the Disclosure Committee currently comprises the Chief Executive, the Finance Director and the Company Secretary and it operates under formal, written terms of reference.
The Committees have authority to take external, independent professional advice at Rotork’s expense for matters relating to the discharge of their duties.
Audit
Chair: Janice Stipp
Members: Peter Dilnot, Ann Christin Andersen, Tim Cobbold
The role and activities of the Committee
The Committee provides oversight of the financial reporting process, the audit process, the Company’s system of internal controls and compliance with laws and regulations.
The activities of the Audit Committee undertaken during 2022 can be found on pages 145 to 149 of the Annual Report.
Terms of reference for the Audit Committee
Nomination
Chair: Dorothy Thompson
Members: Peter Dilnot, Ann Christin Andersen, Tim Cobbold, Janice Stipp, Karin Meurk-Harvey
The role and activities of the Committee
The Committee evaluates and examines the skills and characteristics needed to ensure the Board has the right balance, knowledge and attributes to operate effectively to deliver the long-term success of the Company, in a culture that is aligned with the company Purpose and business strategy, and promotes integrity. It also reviews the succession needs of the organisation and puts in place the appropriate processes for nominating, training and evaluating directors, bearing in mind the need for diversity.
The activities of the Nomination Committee undertaken during 2022 can be found on pages 150 to 152 of the Annual Report.
Terms of reference for the Nomination Committee.
Remuneration
Chair: Tim Cobbold
Members: Peter Dilnot, Ann Christin Andersen, Janice Stipp, Karin Meurk-Harvey
The role and activities of the Committee
The Committee’s primary function is to recommend to the Board an overall strategy for the remuneration of executive directors and senior management and, within the agreed strategy, determine a remuneration policy for executive directors which is aligned to the long-term success of the Company and its shareholders.
The statement from the Chair of the Remuneration Committee and the activities of the Committee undertaken during 2022 can be found on pages 153 to 155 of the Annual Report.
Terms of reference for the Remuneration Committee.
Environment, Social and Governance (‘ESG’) Committee
Chair: Ann Christin Andersen
Members: Tim Cobbold, Karin Meurk-Harvey, Kiet Huynh (Chief Executive Officer), Kathy Callaghan (Group HR Director)
The role and activities of the Committee
To recommend the overarching ESG vision to the Board to ensure that ESG priorities are anchored at the top of the Company.
The activities of the ESG Committee undertaken during 2022 can be found on pages 142 to 143 of the Annual Report.