The Board has Audit, Nomination and Remuneration Committees. 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 EU 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.
Chair: Lucinda Bell
Members: Sally James, Gary Bullard, Peter Dilnot, Ann Christin Andersen, Tim Cobbold
Activities of the Audit Committee during the year
The Audit Committee maintains an annual schedule of work which is kept under review and forms the basis of its principal meetings throughout the year. The annual schedule is supplemented by consideration of specific issues as and when they arise. The Audit Committee met six times during the year. There were four main Audit Committee meetings and two other meetings to approve the trading statements in April and November. Meetings of the Audit Committee are arranged to co-ordinate with the Group’s financial reporting timetable to ensure appropriate scrutiny by the Audit Committee of such announcements, including review of year end and interim financial reports, in addition to other trading updates made during the year
Key areas of focus for the coming year are:
To review progress and the impact of the programme to enhance the internal control framework, through improved accountability, segregation of duties, consistency and a stronger second line of defence. This work will focus on certain immediate action areas as well as continuing as a component of the development of the new ERP system.
Continue to support the transition of the new external audit partner and Risk and Internal Audit Manager.
Principal responsibilities are to review and report to the Board on:
The integrity of financial reporting;
Significant accounting policies and judgments;
Internal control and risk management systems including monitoring the effectiveness of internal audit;
The appointment, independence and effectiveness of the external auditor, including the policy relating to non-audit work and policy relating to employment of former staff of the external auditor;
The external auditor‘s remuneration; and
Whistleblowing and other Group policies as relevant.
Terms of reference for the Audit Committee
Chair: Martin Lamb
Members: Lucinda Bell, Gary Bullard, Sally James, Peter Dilnot, Ann Cristin Andersen, Tim Cobbold, Kevin Hostetler
The Nomination Committee is responsible for leading the process for Board appointments and making recommendations to the Board; ensuring succession planning is in place; regularly reviewing the structure, size and composition of the Board, including its balance of skills, knowledge and experience, and making recommendations as appropriate.
Succession planning for the Board is continuous and the Nomination Committee considered during the year the need to maintain an appropriate balance of skills and experience within the Company and on the Board and to ensure progressive refreshing of the Board.
In 2018, the Board performed an internal review of its effectiveness via a board effectiveness questionnaire facilitated by the Company Secretary. The review included an assessment of the effectiveness of the Committee including how it discharged its responsibilities.
The Board seeks to attain a diverse mix of skills, experience, knowledge and background. In considering diversity, gender will play an important role but the Board will take account of ethnicity, nationality, background, profession and personality.
Terms of reference for the Nomination Committee.
Chair: Gary Bullard
Members: Lucinda Bell, Sally James, Ann Cristin Andersen, Tim Cobbold, Peter Dilnot
The work of the Remuneration Committee is described in the Remuneration Report on page 66 to 82 of the Annual Report.
Terms of reference for the Remuneration Committee.