The Board has Audit, Nomination and Remuneration Committees as well as a Safety and Sustainability Committee. Each Committee has formal, written terms of reference which are available below. All Committees have at least three independent non-executive directors within their composition. The Group General Counsel & Company Secretary advises the Committees and acts as their secretary.

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 UK Market Abuse Regulation. Membership of the Disclosure Committee currently comprises the Chair, the Chief Executive Officer, the Chief Financial Officer and the Group General Counsel & 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: Vanessa Simms, Svein Richard Brandtzæg

The role and activities of the Committee

The Committee assists the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half-year financial statements and accounting policies, internal and external audits and risk management and controls.

The activities of the Audit Committee undertaken during 2024 can be found on pages 121 to 125 of the Annual Report.

Terms of reference for the Audit Committee

Nomination

Chair: Dorothy Thompson, CBE
Members: Andrew Heath, Janice Stipp

The role and activities of the Committee
The Committee keeps under review the composition, structure and size of, and succession to, the Board and its Committees. It oversees succession planning for senior executives and the Board, leading the process for all Board appointments. It also evaluates the balance of skills, knowledge, experience and diversity on the Board.

The activities of the Nomination Committee undertaken during 2024 can be found on pages 126 to 130 of the 2024 Annual Report .

Terms of reference for the Nomination Committee.
 

Remuneration

Chair: Svein Richard Brandtzæg
Members: Andrew Heath, Karin Meurk-Harvey

The role and activities of the Committee
The Committee recommends the Group’s policy on executive remuneration, determining the levels of remuneration for executive directors, the Chair and the Rotork Management Board. It oversees remuneration and workforce policies and take these into account when setting the policy for directors’ remuneration.

The statement from the Chair of the Remuneration Committee and the activities of the Committee undertaken during 2024 can be found on pages 131 to 136 of the 2024 Annual Report.

Terms of reference for the Remuneration Committee.
 

Safety and Sustainability Committee

Chair: Andrew Heath
Members: Karin Meurk-Harvey, Vanessa Simms, Janice Stipp

The role and activities of the Committee
The Committee oversees the implementation of Rotork’s safety and sustainability strategies in line with its purpose and sustainability vision of keeping the world flowing for future generations.

The activities of the Safety and Sustainability Committee undertaken during 2024 can be found on pages 117 to 120 of the 2024 Annual Report .

Terms of Reference for the Safety and Sustainability Committee.