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, Polly Williams and Pauline Lafferty 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, Polly Williams and Pauline Lafferty. 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:
|31 July 2019||All and|
Duncan Penny (guest)
|4 October 2019||All and|
Duncan Penny (guest)
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:
|1 March 2019||All|
|10 May 2019||All|
|31 July 2019||All|
|4 October 2019||All|
|3 December 2019||All|
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.
The Board visited three of the Group’s Asian facilities in 2019 and the Bremen sales office. This included our Singapore design centre and manufacturing facilities in China and Vietnam. This visit included a number of presentations by the function heads of those facilities and other functions within the Group. Non-Executive Directors were able to update and refresh their knowledge of the business first-hand and interacted with the management team and employees helping them gain a deeper understanding of the business and allowing them to contribute ideas.
As well as the site visits described above and the presentations received by the functional leaders of those sites, the Board also had a presentation from the head of engineering and head of the European sales business. Non-Executive Directors were able to update and refresh their knowledge of the business first-hand and interacted with the management team and employees helping them gain a deeper understanding of the business and allowing them to contribute ideas for expanding the Vietnam manufacturing facility, respectively.
The Board intends to visit the high voltage facility in Highbridge, New Jersey and Silicon Valley sales and engineering site in 2020.
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 an online Board effectiveness questionnaire conducted by a third party. The questionnaire 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.
In 2019 the Board extended the evaluation process and commissioned an independent third party. As well as the questionnaires, each Board member was interviewed regarding the Board effectiveness and a report and presentation was then made to the Board on the findings.
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 at least every three years.
Annual evaluation of the Board should consider its composition, diversity and how effectively members work together to achieve objectives. Individual evaluation should demonstrate whether each Director continues to contribute effectively.