B.1 The Composition of the Board
The Board and its Committees should have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively.
The Directors consider that the Board and Committees have the appropriate balance of skills, experience, independence and knowledge to discharge their duties effectively.
The Board considers Terry Twigger and Polly Williams to be independent.
The Corporate Governance guidelines do not consider James Peters to be independent by virtue of his previous executive roles. However, as a founder and substantial Shareholder, his membership of the Board is considered beneficial to Shareholders as a
B.2 Appointments to the Board
There should be a formal, rigorous and transparent procedure for the appointment of new Directors to the Board.
The Nomination Committee consists of James Peters (Chair), Terry Twigger and Polly Williams. The Committee reviews and considers the appointment of new Directors. All Non-Executive Directors are given the opportunity to interview any proposed candidates.
Any appointment of a new Director is voted on by the whole Board.
The Nomination Committee met twice during the year. The attendees were as follows:
|27 July 2017||All and|
Duncan Penny (guest)
|07 December 2017||All|
The Terms of Reference of the Nomination Committee are available in the Corporate Governance section of the Company's website www.xppower.com
All Directors should be able to allocate sufficient time to the Company to discharge their responsibilities effectively.
There were five Board meetings during the year. The attendees were as follows:
|7 March 2017||All|
|15 May 2017||All except Polly Williams. By invite: Operations Director and VP Global Manufacturing.|
|28 July 2017||All|
|6 October 2017||All|
|8 December 2017||All|
Polly Williams was unable to attend the May meeting due to a prior commitment.
All Directors should receive induction on joining the Board and should regularly update and refresh their knowledge and skills.
Directors receive a full induction on joining the Board. The programme is tailored to the individual needs of each Director.
A visit to the Group's North American facilities is planned in 2018. Non-Executive Directors will be able to update and refresh their knowledge of the business first-hand and will be able to interact with the management team and employees helping them
gain a deeper understanding of the business and allowing them to contribute ideas.
During the year, the Directors also received presentations from the Operations Director and the Executive VP, Global Manufacturing. These presentations reported on systems security and the plans for expanding the Vietnam manufacturing facility, respectively.
B.5 Information and Support
The Board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.
The Board receives "flash" reports, detailed management accounts and detailed financial forecasts prepared on a monthly basis to enable it to review trading performance, forecasts and strategy implementation. Board meeting materials are provided in advance
of Board meetings to allow Directors sufficient time to prepare adequately. The Board also received specific presentations and information from management during the year covering the results and actions of the employee survey, the results of a strengths,
weaknesses, opportunities and threats review by the executive management team, compliance exception reports, insurance coverage and the sustainability policy and metrics.
The Board should undertake a formal and rigorous annual evaluation of its own performance and that of its Committees and individual Directors.
The Board's evaluation of its own performance and that of its Committees is conducted annually using a Board effectiveness questionnaire. The questionnaire was revamped in 2016 with the help of an independent external consultant to ensure that it covered
all aspects of effectiveness: capabilities and communication; culture and practice; process and organisation; as well as meeting rigour and relationships. With respect to continually improving Board effectiveness, the questionnaire also asked Directors
to comment on what it should stop doing, start doing and continue doing.
The questionnaire was circulated to each Director in relation to the Board and the Committees on which they serve. The independent consultant collated the responses into an anonymous report for the Board to consider and discuss at a Board meeting.
There were no significant issues or concerns raised in the report.
All Directors should be submitted for reelection at regular intervals, subject to continued satisfactory performance.
All Directors voluntarily offer themselves for re-election annually. This is in spite of the Company's Articles of Association which require Directors to retire and offer themselves for re-election on a rotation basis and at least every three years.