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Annual Report & Accounts 2011 - Directors' Report
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30 XP Power Annual Report and Financial Statements 2011 XP Directors' Report Directors The directors of the Company in office at the date of this report are as follows: Larry Tracey Andy Sng James Peters John Dyson Duncan Penny Michael Hafferty Mike Laver David Hempleman-Adams Jonathan Rhodes (appointed 20 December 2011) In accordance with the Company's Articles of Association Larry Tracey, Mike Laver, Andy Sng and Jonathan Rhodes retire and, being eligible, offer themselves for re-election at the Annual General Meeting. In addition John Dyson as Senior Non-Executive Director will also offer himself for reelection at the Annual General Meeting. Mickey Lynch retired from the Board on 20 December 2011. Directors' Interests in Shares or Share Options The present membership of the Board and the interests of the Directors in the shares of XP Power Limited are set out in the Directors' Remuneration Report. Dividends In 2010 the Company changed its dividend payment schedule from a half yearly to quarterly basis, to increase the attractiveness of the Company's shares to certain investors and to smooth cash flows. Interim dividends were paid and are proposed as follows: Period Payment date Amount 2010 Comparative First Quarter 7 July 2011 9.0 pence 6.0 pence Second Quarter 12 October 2011 10.0 pence 7.0 pence Third Quarter 10 January 2012 11.0 pence 8.0 pence Fourth Quarter (proposed) 4 April 2012 15.0 pence 12.0 pence Total 45.0 pence 33.0 pence We are proposing a final dividend of 15.0 pence per share which would be payable to members on the register on 16 March 2012 and will be paid on 4 April 2012. This would make the total dividend for the year 45.0 pence (2010: 33.0 pence) which is an increase of 36%. Audit Committee The members of the Audit Committee at the end of the financial year were as follows: John Dyson (Chairman) Michael Hafferty David Hempleman-Adams All members of the Audit Committee were non-executive directors. The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. In performing those functions, the Committee reviewed: • The audit plan of the Company's independent auditor and its report on internal accounting controls arising from the statutory audit; • The assistance given by the Company's management to the independent auditor; and • The balance sheet of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2011 before their submission to the Board of Directors, as well as the independent auditor's report on the balance sheet of the Company and the consolidated financial statements of the Group. The Audit Committee has recommended to the Board that the independent auditor, PricewaterhouseCoopers LLP, be nominated for reappointment at the forthcoming Annual General Meeting of the Company. Independent Auditor The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept re-appointment. On behalf of the directors Larry Tracey Duncan Penny Executive Chairman Chief Executive 20 February 2012