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XP Power Ltd. Annual Report (ESEF) 2022

Apr 25, 2023

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BUILDING RESILIENCE Growing Sustainably

ANNUAL REPORT & ACCOUNTS for the year ended 31 December 2022

OVERVIEW

XP POWER AT A GLANCE

WHAT WE DO

XP Power is a leading developer and manufacturer of power solutions. We design, manufacture and market the world's widest range of power supply products and we are committed to protecting the environment.

Our products are used in a wide range of applications and sectors, including:

  • Healthcare
  • Industrial Technology
  • Semiconductor Manufacturing Equipment
  • Technology

We differentiate ourselves by:

  • Customer focus: We work closely with our customers to understand their specific needs and provide tailored solutions.
  • Product innovation: We continually invest in research and development to bring new and innovative products to market.
  • Global reach: We have a global network of design centres, manufacturing facilities, and sales offices to support our customers worldwide.
  • Sustainability: We are committed to designing and manufacturing products that are environmentally friendly and sustainable.

Our customers value our ability to provide high-quality, reliable power solutions that meet their demanding specifications. They also appreciate our global presence and our commitment to sustainability.

Building Resilience, Growing Sustainably

XP Power has a strong track record of performance and innovation. We are committed to building resilience into our business model and growing sustainably by:

  • Investing in capacity: Expanding our manufacturing capabilities to meet growing demand.
  • Developing new products: Introducing new power solutions that address emerging market needs.
  • Expanding our global workforce: Attracting and retaining talented individuals to drive our business forward.

We are confident in our ability to navigate the challenges of the current economic climate and to continue delivering value to our customers and shareholders.

OUR MARKETPLACE

THE MARKET SECTORS WE SERVE

We serve a diverse range of industries, providing essential power solutions that enable critical applications. Our key market sectors include:

HEALTHCARE

High-reliability power supplies for end-user products:

  • Diagnostics
  • Medical instrumentation
  • Patient monitoring
  • Therapeutic devices

INDUSTRIAL TECHNOLOGY

Power solutions for a wide array of industrial applications:

  • Automation and control
  • Renewable energy (including wind farms)
  • Test and measurement
  • Transportation
  • Industrial systems

SEMICONDUCTOR MANUFACTURING EQUIPMENT

Critical power components for semiconductor fabrication:

  • Deposition
  • Etching
  • Semiconductor test
  • Process control
  • Wafer handling

XP POWER AT A GLANCE

THE POWER OF OUR GLOBAL REACH

North America

Our North America operations are supported by design centres in California and Vancouver, and a manufacturing facility in Torrance, California. We also have a significant sales presence across the region, providing face-to-face support and rapid response to our customers.

Our design centres in California and Vancouver are key to our R&D efforts, enabling us to develop cutting-edge power solutions. Our manufacturing facility in Torrance ensures efficient production and delivery of our products.

45% OF TOTAL REVENUE
6% CER COMPARED TO FY 21

Europe

In Europe, our operations are concentrated in central Europe, serving a broad customer base across the continent. Our European operations are supported by our manufacturing site in Germany and our sales offices in France, the UK and Sweden. We work closely with our customers to understand their needs and provide tailored solutions, ensuring they receive the modifications they require.

30% OF TOTAL REVENUE
3% CER COMPARED TO FY 21

Asia

Our Asia operations are headquartered in Singapore, with manufacturing facilities in China and Vietnam. Our presence in Asia allows us to serve the rapidly growing Asian market and to leverage the region's manufacturing capabilities. We focus on providing high-quality, cost-effective power solutions to our customers in this dynamic region.

25% OF TOTAL REVENUE
3% CER COMPARED TO FY 21

KEY

Manufacturing
Head Offices

Asia

Our Asia operations are headquartered in Singapore, with manufacturing facilities in China and Vietnam. Our presence in Asia allows us to serve the rapidly growing Asian market and to leverage the region's manufacturing capabilities. We focus on providing high-quality, cost-effective power solutions to our customers in this dynamic region.

25% OF TOTAL REVENUE
3% CER COMPARED TO FY 21

Our market sectors

Semiconductor manufacturing equipment

We supply critical power solutions to the semiconductor manufacturing equipment sector. Our products are essential for the complex processes involved in chip production, including deposition, etching, and testing. We work closely with leading equipment manufacturers to develop custom power supplies that meet their stringent performance and reliability requirements.

Healthcare

We provide highly reliable power supplies for the healthcare sector. Our products are used in a wide range of medical devices, including diagnostic equipment, patient monitoring systems, and therapeutic devices. We understand the critical nature of healthcare applications and are committed to delivering safe and reliable power solutions.

Industrial Technology

Our industrial technology segment encompasses a broad range of applications, from factory automation to renewable energy. We provide robust and efficient power solutions for industrial control systems, test and measurement equipment, and power generation systems, including wind farms. Our products are designed to withstand harsh industrial environments and to deliver optimal performance.# XP Power Annual Report & Accounts for the year ended 31 December 2022

OVERVIEW

CHAIR’S STATEMENT

Our progress in 2022
While challenging, was a year of further strategic progress that positions us well for the long term.
JAMES PETERS
CHAIR

05
XP Power Annual Report & Accounts for the year ended 31 December 2022

CHAIR’S STATEMENT

Our progress in 2022
While challenging, was a year of further strategic progress that positions us well for the long term.
JAMES PETERS
CHAIR

06
XP Power Annual Report & Accounts for the year ended 31 December 2022

Our Board

The Board is responsible for the Group’s strategy and overall management. It comprises the Chair, two Executive Directors and four Non-Executive Directors. The Directors are collectively responsible for steering the Company and ensuring its long-term success. The Board seeks to ensure that it has the appropriate balance of skills, experience, knowledge and diversity to discharge its duties and responsibilities effectively.

During 2022, James Peters and Amina Hamidi joining the Board as Chair and Senior Independent Director respectively. All Directors are independent and are appointed for their skills and experience and are expected to devote the necessary time to the role.

The Chair leads the Board and sets its agenda. The Senior Independent Director is available to shareholders if concerns cannot be resolved through the normal channels of Chair, Chief Executive or Group Finance Director and has a key role in succession planning.

Our people and our values

XP Power is committed to attracting, developing and retaining the best talent. Our people are our greatest asset and our values are at the heart of everything we do. We aim to create a culture where our employees feel valued, respected and motivated to perform at their best.

Our values of integrity, customer focus, innovation, teamwork and accountability underpin our business strategy. We believe that by living these values, we can achieve sustainable growth and create value for all our stakeholders.

Strategy review

XP Power’s strategy is focused on delivering sustainable growth and creating long-term value for shareholders. Our strategy is underpinned by a clear vision and a set of strategic priorities that guide our decision-making and resource allocation.

Our vision is to be the leading provider of power solutions in our chosen markets. We aim to achieve this by focusing on innovation, operational excellence and customer intimacy.

Our strategic priorities include:
* Growing our revenue and profitability through a combination of organic growth and strategic acquisitions.
* Expanding our product portfolio and geographic reach to serve a wider range of customers and markets.
* Investing in our people and capabilities to ensure we have the skills and expertise to deliver on our strategy.
* Maintaining a strong financial position and delivering attractive returns to shareholders.

Outlook

The Board remains confident in the Group’s long-term prospects. We are well-positioned to capitalise on the opportunities in the markets we serve. We will continue to focus on delivering on our strategy and creating value for our shareholders.

We expect to see continued growth in the semiconductor industry, driven by demand for power solutions in areas such as data centres, renewable energy and electric vehicles. We will continue to invest in our product development and manufacturing capabilities to meet this demand.

The Board is committed to delivering its strategic priorities and believes that XP Power is well-placed to achieve continued success.

JAMES PETERS
CHAIR

I am extremely proud of what XP Power has achieved in the past 35 years and excited by the opportunities for the Company that lie ahead.
READ MORE ABOUT OUR BUSINESS STRATEGY ON
[link]
READ MORE ABOUT OUR SUSTAINABILITY STRATEGY ON
[link]

07
XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Financial highlights

£m
Revenue
Gross Profit
Profit Before Tax
Order Intake
Net Assets
Net Cash/(Debt)
2022 2021 2020 2019 2018
214.9 343.4 198.4 258.0 362.9
141.4 176.3 172.8 198.4 160.1p
24.0 28.4 37.6 35.7 (30.2)
55 94 85 74 94

Operational highlights

SEE OUR PERFORMANCE FOR MORE INFORMATION ON [link]

  • Order intake in 2022 was £214.9m, down 37.7% compared to FY21 while challenging was a year of further strategic progress that positions us well for the long term. The Group’s strategy is to grow order intake and revenue, and our focus in 2022 was on improving the profitability of our product portfolio and driving operational efficiencies.
  • Net order intake in 2022 was £199.9m, down 25.7% compared to FY21, with £214.9m of shipments. The Group’s strategy is to grow order intake and revenue, and our focus in 2022 was on improving the profitability of our product portfolio and driving operational efficiencies.
  • Revenue was £258.0m for the year ended 31 December 2022, compared to £362.9m in 2021.
  • Profit before tax was £35.7m for the year ended 31 December 2022, compared to £38.0m in 2021.# XP Power Annual Report & Accounts for the year ended 31 December 2022

OUR PURPOSE, VISION, STRATEGY, VALUES AND CULTURE

XP Power’s purpose, vision, strategy, values and culture are all designed to drive the Group’s performance and create sustainable, long-term value for our shareholders and other stakeholders.

  • Purpose: To be a purpose-led business, adding genuine value to our customers and society. We achieve this by delivering innovative and reliable power solutions that enable our customers to succeed and by operating in a way that benefits our people, communities and the environment.
  • Vision: Where we want to be: Aiming to be the leading global provider of power solutions, recognised for our innovation, quality and customer service.
  • Strategy: How we will deliver our vision: Through a combination of organic growth, strategic acquisitions and a relentless focus on customer needs. Our strategy is designed to deliver sustainable growth and strong returns over a significant period.

Our sustainability strategy

XP Power’s sustainability strategy is integral to our overall business strategy and is designed to ensure we operate responsibly and ethically, creating long-term value for all stakeholders.

Our purpose

Why we exist

Being a purpose-led business

We add genuine value to our customers and society by providing innovative and reliable power solutions that enable them to succeed.

Our culture

XP Power’s culture is built on a foundation of trust, collaboration and a commitment to excellence. We foster an environment where our people feel valued, respected and empowered to contribute their best work. We encourage continuous learning and development, and we are committed to promoting diversity and inclusion.

Our core values

Our fundamental beliefs for continued success:

  • Integrity
  • Customer Focus
  • Innovation
  • Teamwork
  • Accountability

Q&A WITH CEO

The Group starts 2023 with a significant order book, which provides good visibility for the year.

GAVIN GRIGGS
CHIEF EXECUTIVE OFFICER

01

XP Power has a strong and clear strategy focused on sustainable growth and creating value for shareholders and other stakeholders. The Group’s market-leading positions in its chosen segments mean that it is well-placed to continue to deliver strong financial results and to benefit from the long-term growth trends in its end markets.

The Group starts 2023 with a significant order book, which provides good visibility for the year. The Group’s strategic focus on growing its addressable markets and enhancing its competitive strengths will drive continued growth and profitability.

The Group’s strategy is focused on driving profitable growth through a combination of organic initiatives and strategic acquisitions. XP Power’s strong market positions and differentiated product offering enable it to secure new customer wins and to grow its share in its target markets. The Group’s financial discipline and focus on operational efficiency will ensure that it continues to deliver strong returns for its shareholders.

02

The Group’s competitive strengths and growth drivers provide the foundation for continued success. The Group is well-positioned to capitalize on the growing demand for power solutions in its target markets. XP Power’s focus on innovation, customer service and operational excellence will ensure that it continues to deliver strong value for its customers and shareholders.

The Group aims to deliver sustained growth and enhanced profitability by continuing to invest in its people, products and processes. XP Power’s disciplined approach to capital allocation and its commitment to operational excellence will ensure that it continues to create long-term value for its stakeholders.

XP Power Annual Report & Accounts for the year ended 31 December 2022

OVERVIEW

STRATEGIC REPORT

CONTENTS

Page Section
20 OUR MARKETPLACE
21 THE NORTH AMERICAN INDUSTRIAL AND MEDICAL MARKETS
26 THE EUROPEAN INDUSTRIAL AND MEDICAL MARKETS
28 THE ASIAN INDUSTRIAL AND MEDICAL MARKETS
32 THE EUROPEAN INDUSTRIAL AND MEDICAL MARKETS
33 COMPANY PROFILE AND GOVERNANCE
36 CORPORATE GOVERNANCE REPORT
42 DIRECTORS' REPORT
46 STATEMENT OF DIRECTORS' RESPONSIBILITIES
50 INDEPENDENT AUDITOR'S REPORT
58 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
60 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
62 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
62 CONSOLIDATED STATEMENT OF CASH FLOWS
64 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
78 TCFD REPORT

XP Power Annual Report & Accounts for the year ended 31 December 2022

STRATEGIC REPORT

OUR MARKETPLACE

GROWING OUR ADDRESSABLE MARKETS

Overview

XP Power operates in a number of attractive end markets, each with its own unique characteristics and growth drivers. The Group is well-positioned to capitalize on these trends by leveraging its core strengths and developing innovative solutions to meet evolving customer needs.

The Group’s markets are characterized by their focus on high reliability, mission-critical applications, and the increasing demand for power efficiency and miniaturization. XP Power’s products are essential components in a wide range of industries, including industrial, healthcare, technology and communications.

The Group continues to grow its addressable markets by focusing on the development of advanced power solutions that address the evolving needs of its customers. This includes investing in R&D to develop new technologies and product platforms, as well as expanding its sales and distribution channels to reach new customers and geographies.

Low voltage

US$ BILLIONS ESTIMATED MARKET XP POWER ESTIMATES
LOW VOLTAGE 3.6 7.8%
PROCESS POWER 2.8 2.9%
TOTAL 6.4 9.6%
Source: XP Power estimates

High voltage

US$ BILLIONS ESTIMATED MARKET XP POWER ESTIMATES
HIGH VOLTAGE 7.5 3.9%
TOTAL 7.5 3.9%
Source: XP Power estimates

OUR RESPONSE

XP Power is well-positioned to capitalize on these market trends through its focused strategy of innovation, customer engagement, and operational excellence. The Group’s investment in R&D and its commitment to developing advanced power solutions enable it to meet the evolving demands of its target markets.

XP Power’s diversified end market exposure and its global manufacturing footprint provide resilience and a strong platform for growth. The Group’s disciplined approach to capital allocation and its focus on operational efficiency ensure that it continues to deliver strong value for its customers and shareholders.

XP Power’s product portfolio is designed to address the specific needs of its customers in each of its target markets. The Group continues to invest in developing new technologies and expanding its product offerings to meet the increasing demand for high-performance, energy-efficient power solutions.

The Group’s strategy of focusing on niche, high-value segments of the power market, where it can leverage its technical expertise and strong customer relationships, is expected to drive continued growth and profitability. XP Power’s commitment to delivering high-quality products and reliable service is a key differentiator and a cornerstone of its success.# XP Power Annual Report & Accounts for the year ended 31 December 2022

STRATEGIC REPORT

OUR BUSINESS MODEL

XP Power designs, manufactures and markets power solutions for industrial, healthcare, aerospace and technology sectors. Our products are designed into and deliver power for a wide range of applications.

HOW WE ARE RESPONDING

We are responding to these challenges by focusing on innovation, efficiency and customer service. This includes investing in R&D to develop cutting-edge products, optimizing our manufacturing processes to reduce costs and environmental impact, and strengthening our sales and support networks to provide exceptional customer experiences. We are committed to being a leading provider of power solutions that meet the evolving needs of our customers and contribute to a sustainable future.

HOW WE ARE RESPONDING

Our products are designed into and provide power for a wide range of applications. This includes smart grid infrastructure. Our customers possess a competitive advantage in their respective markets and require reliable, efficient, and cost-effective power solutions to meet their diverse needs and mitigate potential negative impacts. In addition, our customers are increasingly focused on sustainability and reducing their environmental footprint. They are also looking for partners who can provide comprehensive support throughout the product lifecycle, from design to end-of-life.

We are responding to these challenges by focusing on innovation, efficiency, and customer service. This includes investing in R&D to develop cutting-edge products, optimizing our manufacturing processes to reduce costs and environmental impact, and strengthening our sales and support networks to provide exceptional customer experiences. We are committed to being a leading provider of power solutions that meet the evolving needs of our customers and contribute to a sustainable future.

Our products are designed into and provide power for a wide range of applications. This includes smart grid infrastructure. Our customers possess a competitive advantage in their respective markets and require reliable, efficient, and cost-effective power solutions to meet their diverse needs and mitigate potential negative impacts. In addition, our customers are increasingly focused on sustainability and reducing their environmental footprint. They are also looking for partners who can provide comprehensive support throughout the product lifecycle, from design to end-of-life.

We are responding to these challenges by focusing on innovation, efficiency, and customer service. This includes investing in R&D to develop cutting-edge products, optimizing our manufacturing processes to reduce costs and environmental impact, and strengthening our sales and support networks to provide exceptional customer experiences. We are committed to being a leading provider of power solutions that meet the evolving needs of our customers and contribute to a sustainable future.

Our impact and social-economic contribution

STRATEGIC REPORT

Aligned to the United Nations Sustainable Development Goals

      

Value generated for our stakeholders

OUR PEOPLE

     customers.

| EMPLOYEE ENGAGEMENT SCORE | OUR CUSTOMERS | OUR SUPPLIERS | OUR COMMUNITIES AND THE ENVIRONMENT # PLANNED FUTURE ACTIONS

The Company’s objective is to continue to develop its market leadership and enhance its engineering and product offering.

TARGET/GOAL

The Company is focused on the long-term strategy of continuing to build its market leadership and enhance its engineering and product offering.

PAST PERFORMANCE

In 2022, the Company’s key strategic priorities were to deliver for customers and invest in its future, and the Company continued to focus on its strategy to build its market leadership and enhance its engineering and product offering. In 2022, the Company made good progress on these priorities, delivering solid results and making important investments for the future.

PLANNED FUTURE ACTIONS

The Company intends to continue to develop its market leadership and enhance its engineering and product offering.

LINK TO LINK TO LINK TO LINK TO LINK TO LINK TO

KPIs Risks KPIs Risks KPIs Risks KPIs Risks KPIs Risks
1, 3 A, D, E 3, 5 1, 3, 8, 9, 11 A, B, C 3, 4, 5 2, 3, 7, 8 A, B, C 1, 3, 4, 11 1, 3, 7, 8, 11
A, B, C, G 4, 7, 11 1, 2, 3, 8, 11 G 1, 3, 4, 12 4, 5, 6, 7, 10 A, B, C, F 1, 3, 8 1 An event causes a disruption to our manufacturing
2 3 4 5 6
7 8 9 10 11
12

RISKS

KEY STRATEGIC REPORT

29XP Power Annual Report & Accounts for the year ended 31 December 2022

OUR STRATEGY IN ACTION: What we’ve done this year

In 2022, the Company delivered on its strategy to continue to build its market leadership and enhance its engineering and product offering. The Company made significant progress in these areas, for example by making an investment in our manufacturing capabilities and our product roadmap, and by continuing to invest in our people and our growth. In 2022, the Company’s strategy continued to be focused on delivering for customers and investing in its future, and the Company continued to focus on its strategy to build its market leadership and enhance its engineering and product offering.

In 2022, the Company’s strategy focused on delivering value for customers and investing in its future. The Company made good progress on these priorities, delivering strong financial results and making important investments for the future.

In 2022, the Company continued to deliver on its strategy of investing in its operations, infrastructure, technology, people and communities. This enabled the Company to continue to build its market leadership and enhance its engineering and product offering, with a focus on the customer and the continued development of its product pipeline.

Ambitions for 2023

In 2023, the Company will continue to focus on its strategy of investing in its operations, infrastructure, technology, people and communities. This will enable the Company to continue to build its market leadership and enhance its engineering and product offering, with a focus on the customer and the continued development of its product pipeline.

The Company’s strategy will be to invest in its core business and to identify and pursue new growth opportunities. The Company will continue to focus on delivering for customers and investing in its future.

Link to sustainability

The Company is committed to sustainability. We have invested in our operations, infrastructure, technology, people and communities, and will continue to do so.

Link to values and culture

The Company is committed to its values and culture. We are committed to our people and to ensuring an environment that is safe, diverse, inclusive and attracts and retains the best talent.

GAVIN GRIGGS CHIEF EXECUTIVE OFFICER

2022 READ MORE ABOUT OUR BUSINESS STRATEGY ON [link]

2022 READ MORE ABOUT OUR SUSTAINABILITY STRATEGY ON [link]

30 XP Power Annual Report & Accounts for the year ended 31 December 2022

31

STRATEGIC REPORT

OUR SUSTAINABILITY REPORT 2022

INTRODUCTION TO SUSTAINABILITY

FROM THE CEO

The Company’s objective is to continue to develop its market leadership and enhance its engineering and product offering. The Company will continue to focus on its strategy to build its market leadership and enhance its engineering and product offering.

The Company is committed to its sustainability strategy. The Company will continue to focus on its strategy to build its market leadership and enhance its engineering and product offering, with a focus on the customer and the continued development of its product pipeline.

The Company is committed to its values and culture. The Company will continue to focus on its strategy to build its market leadership and enhance its engineering and product offering, with a focus on the customer and the continued development of its product pipeline.

Sustainability is an integral part of our strategy. We have invested in our operations, infrastructure, technology, people and communities, and will continue to do so.

GAVIN GRIGGS CHIEF EXECUTIVE OFFICER

32 XP Power Annual Report & Accounts for the year ended 31 December 2022

01 02 03 04

OUR SUSTAINABILITY STRATEGY IS TO:

Produce quality products that are safe and solve our customers’ power problems

The Company aims to continue to grow its customer base and enhance its engineering and product offering. The Company will continue to focus on its strategy to build its market leadership and enhance its engineering and product offering, with a focus on the customer and the continued development of its product pipeline.

LINK TO

KPIs SEE
1, 3 [link] FOR OUR PERFORMANCE AGAINST THIS STRATEGIC PILLAR, METRICS, TARGETS AND PRIORITIES FOR NEXT YEAR

Minimise the impact we and our products have on the environment and adopt responsible sourcing practices considering social and environmental impacts

The Company aims to continue to reduce its environmental impact and adopt responsible sourcing practices. The Company will continue to focus on its strategy to build its market leadership and enhance its engineering and product offering, with a focus on the customer and the continued development of its product pipeline.

LINK TO

KPIs SEE
8, 9, 11 [link] FOR OUR PERFORMANCE AGAINST THIS STRATEGIC PILLAR, METRICS, TARGETS AND PRIORITIES FOR NEXT YEAR

Make XP Power a workplace where our people can be at their best, ensuring an environment that is safe, diverse, inclusive and attracts and retains the best talent

The Company aims to continue to be a workplace where our people can be at their best, ensuring an environment that is safe, diverse, inclusive and attracts and retains the best talent.

LINK TO

KPIs SEE
4, 5, 6, 10 [link] FOR OUR PERFORMANCE AGAINST THIS STRATEGIC PILLAR, METRICS, TARGETS AND PRIORITIES FOR NEXT YEAR

Uphold the highest standard of business ethics and integrity

The Company aims to continue to uphold the highest standard of business ethics and integrity.

LINK TO

KPIs SEE
2, 7 [link] FOR OUR PERFORMANCE AGAINST THIS STRATEGIC PILLAR, METRICS, TARGETS AND PRIORITIES FOR NEXT YEAR

33XP Power Annual Report & Accounts for the year ended 31 December 2022

STRATEGIC REPORT

Sustainability metrics

Goals and objectives

XP Power Main Board
Executive team
Chaired by CEO# OUR SUSTAINABILITY STRATEGY CONTINUED

  • Monthly Sustainability Council Chaired by CEO
  • Quarterly Programme team Led by Sustainability Lead
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    • 37 XP Power Annual Report & Accounts for the year ended 31 December 2022

PERFORMANCE: OPERATIONAL REVIEW CONTINUED

Marketplace: North America

The group’s largest territory, North America, saw significant order growth in 2022 with particular strength in the industrial and healthcare sectors, benefiting from strong demand from customers who operate in these markets. The group delivered high-quality solutions to a range of customers from large multinationals to mid-tier customers.

The group’s largest territory, North America, saw significant order growth in 2022 with particular strength in the industrial and healthcare sectors, benefiting from strong demand from customers who operate in these markets. The group delivered high-quality solutions to a range of customers from large multinationals to mid-tier customers.

XP Power
Our strategy and value proposition

The group continues to focus on its core strategy to provide high-quality, reliable, and efficient power solutions to a diverse customer base. This strategy is underpinned by our commitment to innovation, customer service, and operational excellence. We aim to be a preferred partner for power solutions across a wide range of industries, from large multinationals to mid-tier customers.

Marketplace: Europe

The group’s European operations also experienced strong demand in 2022, with particular growth in the industrial and medical sectors. We continue to focus on building strong relationships with our customers in this region, providing them with reliable and innovative power solutions.

The group’s European operations also experienced strong demand in 2022, with particular growth in the industrial and medical sectors. We continue to focus on building strong relationships with our customers in this region, providing them with reliable and innovative power solutions.

XP Power
Our strategy and value proposition

The group continues to focus on its core strategy to provide high-quality, reliable, and efficient power solutions to a diverse customer base. This strategy is underpinned by our commitment to innovation, customer service, and operational excellence. We aim to be a preferred partner for power solutions across a wide range of industries, from large multinationals to mid-tier customers.

Marketplace: Asia

The group’s Asian operations saw continued growth in 2022, with strong demand from the industrial and healthcare sectors. We are committed to expanding our presence in this region and providing our customers with tailored power solutions to meet their specific needs.

The group’s Asian operations saw continued growth in 2022, with strong demand from the industrial and healthcare sectors. We are committed to expanding our presence in this region and providing our customers with tailored power solutions to meet their specific needs.

Litigation update

In 2022, the company was involved in a lawsuit concerning [REDACTED]. The case was settled in [REDACTED] for a total of [REDACTED]. The company has also been involved in various other legal proceedings, all of which have been resolved or are considered immaterial.

The company has taken steps to strengthen its legal and compliance functions to prevent future litigation. This includes enhancing its internal controls, conducting regular risk assessments, and providing training to its employees on legal and ethical conduct. The company is committed to operating with the highest ethical standards and in full compliance with all applicable laws and regulations.

The company is committed to resolving any outstanding legal matters in a timely and efficient manner. The company will continue to monitor its legal and regulatory environment and take appropriate actions to mitigate any potential risks.

  • The company's commitment to ethical conduct and compliance with all applicable laws and regulations is unwavering.
  • The company has implemented robust risk management processes to identify and mitigate potential legal risks.
  • The company strives to maintain strong relationships with its customers and stakeholders, built on trust and transparency.
  • The company is committed to continuous improvement in its legal and compliance functions, ensuring that it operates at the highest standards of corporate governance.
  • The company recognizes the importance of stakeholder engagement and will continue to communicate openly and transparently regarding its legal and regulatory matters.

The company has agreed to pay [REDACTED] in settlement of the lawsuit. This amount is covered by the company's insurance policy. The company does not expect this settlement to have a material adverse effect on its financial position or results of operations.

38 XP Power Annual Report & Accounts for the year ended 31 December 2022

Our strategy and value proposition

The group's strategy is focused on delivering sustainable, long-term value for its shareholders by providing high-quality, reliable, and efficient power solutions to a diverse customer base. This strategy is underpinned by our commitment to innovation, customer service, and operational excellence. We aim to be a preferred partner for power solutions across a wide range of industries, from large multinationals to mid-tier customers.

We believe that our value proposition is strong and sustainable. Our commitment to delivering high-quality products, combined with our excellent customer service and technical expertise, enables us to build long-term relationships with our customers. Our focus on innovation ensures that we remain at the forefront of technological advancements in the power solutions market.

We have a clear strategy to achieve our long-term goals:

  • Market Leadership: To be a leader in our chosen markets, with a strong focus on niche applications where we can differentiate ourselves through technology and service.
  • Customer Focus: To build strong, lasting relationships with our customers by understanding their needs and providing them with tailored solutions and exceptional support.
  • Innovation and Technology: To invest in research and development to ensure that we offer cutting-edge power solutions that meet the evolving demands of our customers.
  • Operational Excellence: To maintain efficient and effective operations, ensuring reliable product delivery and cost competitiveness.
  • Sustainable Growth: To achieve profitable growth through a combination of organic expansion and strategic acquisitions, while maintaining our commitment to environmental and social responsibility.

We are confident that our strategy will enable us to continue to deliver strong financial performance and create sustainable value for our shareholders.

We believe that our value proposition is strong and sustainable. Our commitment to delivering high-quality products, combined with our excellent customer service and technical expertise, enables us to build long-term relationships with our customers. Our focus on innovation ensures that we remain at the forefront of technological advancements in the power solutions market.

Our strategy is to:
* Expand our market share in attractive niche markets.
* Develop and introduce new innovative products.
* Strengthen our customer relationships through excellent service and support.
* Achieve profitable growth through operational efficiency and strategic acquisitions.

The group’s commitment to innovation, customer service, and operational excellence positions it well for continued success.

Key strategic priorities:
* Strengthen our position in high-growth niche markets.
* Drive innovation and develop new products that meet evolving customer needs.
* Enhance our customer relationships through superior service and support.
* Pursue operational efficiencies to improve profitability and competitiveness.
* Explore strategic acquisition opportunities to complement our organic growth.

Key performance indicators (KPIs) for our strategy:
* Revenue growth in target markets.
* New product introduction success rate.
* Customer satisfaction scores.
* Operating profit margin.
* Return on investment for acquisitions.

Our value proposition:
* Quality and Reliability: We deliver high-performance power solutions that customers can depend on.
* Innovation: We are committed to developing advanced technologies that meet the challenges of tomorrow.
* Customer Service: We provide exceptional support and build strong partnerships with our clients.
* Global Reach, Local Support: We combine a global manufacturing and sales network with localized customer service.
* Niche Market Expertise: We specialize in delivering solutions for demanding applications.

The company is committed to executing its strategy and delivering value to its shareholders.

  • Market expansion: Target specific niche markets with high growth potential.
  • Product innovation: Develop and launch new, advanced power solutions.
  • Customer satisfaction: Enhance customer relationships through superior service and support.
  • Operational efficiency: Improve profitability and competitiveness through streamlined operations.
  • Strategic growth: Pursue acquisitions that complement our business.

Key differentiators:
* Deep technical expertise in niche power applications.
* Strong, long-term customer relationships.
* Global manufacturing and supply chain capabilities.
* Commitment to quality, reliability, and innovation.

Our financial targets:
* Revenue growth >10%
* Margin >45%
* >15% EPS growth
* >25% ROIC
* Strong cash generation

The group is well-positioned to achieve its strategic objectives and deliver sustainable shareholder value.

Strategic priorities:
* Niche Market Focus: Deepen our penetration in attractive niche markets, leveraging our specialized expertise.
* Innovation and Technology Leadership: Continue to invest in R&D to develop next-generation power solutions.
* Customer Centricity: Foster strong customer partnerships through outstanding service and technical support.
* Operational Excellence: Drive efficiency and agility across our operations to enhance competitiveness.
* Strategic Growth Initiatives: Pursue targeted acquisitions that align with our strategic goals.

Key Differentiators:
* Specialized Expertise: Deep domain knowledge in demanding power applications.
* Product Performance: High-quality, reliable, and efficient power conversion solutions.
* Customer Partnerships: Collaborative approach to solving complex power challenges.
* Global Footprint: Worldwide manufacturing and distribution network.
* Innovation Pipeline: Commitment to developing cutting-edge technologies.

Financial Ambitions:
* Revenue growth >10%
* Margin >45%
* >15% EPS growth
* >25% ROIC
* Strong cash generation

The company is committed to executing its strategy and delivering value to its shareholders.

38 XP Power Annual Report & Accounts for the year ended 31 December 2022

Our strategy and value proposition

Strategic Priorities:
* Niche Market Leadership: To be a leader in our chosen niche markets, offering differentiated products and services.
* Customer Partnership: To build strong, long-term relationships with our customers by understanding their needs and providing tailored solutions and excellent support.
* Technological Innovation: To continuously invest in research and development to deliver cutting-edge power solutions that meet evolving industry demands.
* Operational Excellence: To maintain efficient and effective operations, ensuring high product quality, reliable delivery, and cost competitiveness.
* Sustainable Growth: To achieve profitable growth through organic expansion and strategic acquisitions, while upholding our commitment to sustainability and corporate responsibility.

Value Proposition:
* High Quality and Reliability: We provide robust and dependable power solutions for critical applications.
* Innovation: We are at the forefront of power conversion technology, developing advanced and efficient solutions.
* Customer Focus: We are dedicated to understanding and meeting our customers' unique requirements with exceptional service and technical expertise.
* Global Reach, Local Presence: We combine a global manufacturing and distribution network with localized customer support.
* Niche Application Expertise: We excel in delivering specialized power solutions for demanding and complex applications.

Financial Ambitions:
* Revenue growth >10%
* Margin >45%
* >15% EPS growth
* >25% ROIC
* Strong cash generation

Strategic pillars:
* Niche Market Focus: Deepen our penetration in high-growth niche markets by leveraging our specialized expertise.
* Innovation: Drive product development to deliver advanced and efficient power solutions.
* Customer Centricity: Build strong, long-term customer relationships through exceptional service and support.
* Operational Efficiency: Optimize our operations to enhance competitiveness and profitability.
* Strategic Growth: Pursue value-enhancing acquisitions to expand our capabilities and market reach.

Key differentiators:
* Deep technical expertise in demanding power applications.
* Commitment to quality, reliability, and innovation.
* Strong, long-standing customer relationships.
* Global manufacturing and supply chain capabilities.
* Agile and responsive customer service.

Financial Goals:
* Revenue growth >10%
* Margin >45%
* >15% EPS growth
* >25% ROIC
* Strong cash generation

The company is committed to its strategy and confident in its ability to deliver sustainable shareholder value.

Our strategy revolves around several key pillars:
* Niche Market Dominance: To be the leading provider of power solutions in selected niche markets where our specialized expertise provides a competitive advantage.
* Customer Partnership: To cultivate deep, collaborative relationships with our customers, understanding their evolving needs and delivering tailored solutions and exceptional support.
* Technological Innovation: To relentlessly pursue innovation, investing in research and development to offer cutting-edge power conversion technologies that address future industry challenges.
* Operational Excellence: To maintain highly efficient and agile operations, ensuring consistent product quality, reliable delivery, and cost-effectiveness.
* Strategic Growth: To achieve sustained profitable growth through a combination of organic initiatives and carefully selected acquisitions that enhance our capabilities and market reach.

Our Value Proposition is built on:
* Uncompromising Quality and Reliability: We deliver power solutions that our customers can trust in the most demanding applications.
* Pioneering Innovation: We are committed to staying ahead of the curve in power technology, driving advancements that benefit our customers.
* Customer-Centric Approach: We prioritize understanding and meeting our customers' unique needs, offering unparalleled service and technical expertise.
* Global Capabilities, Local Focus: We leverage our worldwide manufacturing and distribution network to provide localized support and responsiveness.
* Niche Application Specialization: We possess deep expertise in developing specialized power solutions for critical and complex industries.

The company is committed to its strategy and confident in its ability to deliver sustainable shareholder value.

38 XP Power Annual Report & Accounts for the year ended 31 December 2022

Our strategy and value proposition

Our Strategy:

Our strategy is to deliver sustainable, long-term value by focusing on high-growth niche markets and providing differentiated power solutions. We aim to achieve this through:

  • Niche Market Penetration: Deepening our presence and market share in attractive niche markets where our specialized expertise offers a competitive advantage.
  • Customer Partnership: Building strong, collaborative relationships with our customers, understanding their evolving needs, and delivering tailored solutions and exceptional support.
  • Technological Innovation: Continuously investing in research and development to introduce leading-edge power conversion technologies that address future industry challenges and opportunities.
  • Operational Excellence: Driving efficiency and agility across our global operations to ensure high product quality, reliable delivery, and cost-effectiveness.
  • Strategic Growth: Pursuing value-enhancing acquisitions that complement our existing capabilities and expand our market reach.

Our Value Proposition:

Our value proposition is centered on delivering superior power solutions that meet the demanding requirements of our customers. This includes:

  • Quality and Reliability: Providing robust, dependable power solutions that ensure the integrity of our customers' critical systems.
  • Innovation: Offering cutting-edge power conversion technologies that enhance performance, efficiency, and functionality.
  • Customer Focus: Dedicated service and technical expertise to support customers throughout their product lifecycle.
  • Global Reach, Local Expertise: Combining a worldwide manufacturing and distribution network with localized customer support.
  • Niche Application Specialization: Deep understanding and expertise in developing specialized solutions for specific industry needs.

The company is committed to its strategy and confident in its ability to deliver sustainable shareholder value.# STRATEGIC REPORT

39 XP Power Annual Report & Accounts for the year ended 31 December 2022

PERFORMANCE: OPERATIONAL REVIEW CONTINUED

The company’s own, low cost, high quality and geographically well-diversified manufacturing assets remain an important component of XP’s competitive advantage.

XP Power operates four manufacturing sites. It is vital that our manufacturing capability remains flexible and continues to be cost-effective and high quality to meet the evolving needs of our customers. The ability to control our own low cost, high quality and geographically well-diversified manufacturing assets remains an important component of XP’s competitive advantage.

Manufacturing

XP Power’s manufacturing capability remains an important component of XP’s competitive advantage.

XP Power’s manufacturing capability remains an important component of XP’s competitive advantage. The company's own, low cost, high quality and geographically well-diversified manufacturing assets remain an important component of XP’s competitive advantage.

Our Manufacturing Strategy

XP Power’s manufacturing capability remains an important component of XP’s competitive advantage. The company’s own, low cost, high quality and geographically well-diversified manufacturing assets remain an important component of XP’s competitive advantage. Control of our own, low cost, high quality and geographically well-diversified manufacturing assets remains an important component of XP’s competitive advantage.

Manufacturing

XP Power’s manufacturing capability remains an important component of XP’s competitive advantage. The company’s own, low cost, high quality and geographically well-diversified manufacturing assets remain an important component of XP’s competitive advantage. Control of our own, low cost, high quality and geographically well-diversified manufacturing assets remains an important component of XP’s competitive advantage.

40 XP Power Annual Report & Accounts for the year ended 31 December 2022

PERFORMANCE: OPERATIONAL REVIEW CONTINUED

Sustainability

XP Power is committed to operating sustainably and responsibly. We recognise the importance of environmental, social, and governance (ESG) factors in our business strategy and operations. Our sustainability strategy focuses on reducing our environmental impact, promoting employee well-being, and maintaining strong corporate governance.

The company's manufacturing sites are critical to delivering high-quality products to our customers. XP Power's manufacturing capability remains an important component of XP’s competitive advantage. The company’s own, low cost, high quality and geographically well-diversified manufacturing assets remain an important component of XP’s competitive advantage. Control of our own, low cost, high quality and geographically well-diversified manufacturing assets remains an important component of XP’s competitive advantage.

Engineering solutions

OUR KEY PERFORMANCE INDICATORS

The Board monitors a number of Key Performance Indicators (KPIs) to assess the performance of the Group, and to provide an indication of performance against strategic objectives.

Financial KPIs

| KPI | PERFORMANCE | DEFINITION # STRATEGIC REPORT 44

CORE VALUES

  1. An event causes a disruption to our supply chain and logistics network.
  2. Speed and agility in product development.
  3. Market leadership and revenue growth.
  4. Investment in R&D and product innovation, customers and employees to drive sustainable growth.
  5. Ensuring compliance and meeting all regulatory obligations.
  6. Delivering value for shareholders and maintaining financial discipline.
  7. Building strong relationships with suppliers.
  8. Effective succession planning and talent management.

RISKS KEY

  • Customer Focus
  • Speed
  • Innovation
  • Supply Chain Resilience

PERFORMANCE: FINANCIAL REVIEW 45

The Group’s performance improved significantly in the second half of the year, after the extreme challenges of the first half, as supply chain conditions began to stabilise and we were able to increase production from our facilities.

OSKAR ZAHN
CHIEF FINANCIAL OFFICER

Statutory results

The Group’s performance improved significantly in the second half of the year, after the extreme challenges of the first half, as supply chain conditions began to stabilise and we were able to increase production from our facilities. The Board has reported to the Audit Committee a revised Profit Before Tax of £71.2m (2021: £80.4m) and Profit After Tax of £56.6m (2021: £64.9m) for the year ended 31 December 2022.

The Profit Before Tax for the year was £71.2m (2021: £80.4m) and Profit After Tax was £56.6m (2021: £64.9m).

Trading performance

Sustainability KPI

Lifetime CO 2 emission savings from green products
 2022 2021 2020 2019 2018
108,000 128,000 108,000 117,000 134,000

CO 2 emissions savings  per annum. Yes

  • The lifetime CO 2 emission savings from green products target in 2021.
  • The Group reports its CO 2 emissions savings per annum.
  • Continue to promote energy efficient products and resource conservation practices.
  • Leading our product development in sustainability matters.

Non-financial KPIs

KPI PERFORMANCE DEFINITION TARGET ACHIEVED OUR PROGRESS IN 2022 OUR PLANS FOR 2023 LINK TO STRATEGY LINK TO CORE VALUES LINK TO RISKS LINK TO REMUNERATION

 product introductions.
2022 24 
2021 27 
2020 20 Focus our design engineering in order to deliver products that are designed and reused over numerous product generations, reducing waste and recycled content.
2019 15 We aim to deliver a range of competitive products. 3, 7
2018  management score
4.20 3.97 3.83 We target to improve our environmental performance and reduce our carbon footprint through the development of products that are energy efficient and recycled over their lifetime.
# STRATEGIC REPORT 47

XP Power Annual Report & Accounts for the year ended 31 December 2022

PERFORMANCE: FINANCIAL REVIEW CONTINUED

The Board is pleased to report that the Group’s improved trading performance reflects the hard work of our team and better reflects the Group’s potential. While we remain aware of ongoing challenges and economic uncertainty, we have good momentum into 2023.

The Board is pleased to report that the Group’s improved trading performance reflects the hard work of our team and better reflects the Group’s potential. While we remain aware of ongoing challenges and economic uncertainty, we have good momentum into 2023.

Adjusted profits

Adjusted profits reflect the underlying trading performance of the Group, excluding exceptional items. In 2022, adjusted profits were £139.6 million, an increase of 7% compared to £130.2 million in 2021. This increase reflects the Group’s improved trading performance and better reflects the Group’s potential. While we remain aware of ongoing challenges and economic uncertainty, we have good momentum into 2023.

The Group’s adjusted profit before tax increased by 7% to £139.6 million (2021: £130.2 million), with adjusted earnings per share up 7% to 149.4p (2021: 139.4p). Adjusted operating profit increased by 9% to £153.5 million (2021: £140.5 million) on reported revenue of £540.7 million (2021: £510.3 million).

Specific items

The Group reported profit before tax of £123.6 million (2021: £100.4 million) and earnings per share of 125.9p (2021: 103.4p). The difference between adjusted and reported profit is due to the amortisation of acquired intangible assets and other financing adjustments.

The Group reported profit before tax of £123.6 million (2021: £100.4 million) and earnings per share of 125.9p (2021: 103.4p).

Cash flow and net debt

Cash flow and net debt:

2022 £m 2021 £m
Net cash generated from operating activities 92.2 102.0
Net cash used in investing activities (40.4) (29.8)
Net cash used in financing activities (57.4) (82.1)
Net increase/(decrease) in cash and cash equivalents (4.1) (9.9)
Cash and cash equivalents at beginning of year 75.6 85.5
Cash and cash equivalents at end of year 71.5 75.6

Net debt increased to £188.8 million (2021: £170.4 million) following the share buy-back programme and investment in inventory. The Group’s net debt to EBITDA ratio remained at a healthy level.

The Group’s net debt increased to £188.8 million (2021: £170.4 million) following the share buy-back programme and investment in inventory. The Group’s net debt to EBITDA ratio remained at a healthy level.

2022 £m 2021 £m
Net cash generated from operating activities 92.2 102.0
Net cash used in investing activities (40.4) (29.8)
Net cash used in financing activities (57.4) (82.1)
Net increase/(decrease) in cash and cash equivalents (4.1) (9.9)
Cash and cash equivalents at beginning of year 75.6 85.5
Cash and cash equivalents at end of year 71.5 75.6

Adjusted operating cash conversion

-62% compared to FY 21

The Group’s adjusted operating cash conversion was -62% in 2022, compared to -30% in 2021. This was primarily due to increased investment in inventory and the timing of customer receipts.

The Group’s adjusted operating cash conversion was -62% in 2022, compared to -30% in 2021. This was primarily due to increased investment in inventory and the timing of customer receipts.

The Board is pleased to report that the Group’s adjusted operating cash conversion was -62% in 2022, compared to -30% in 2021. This was primarily due to increased investment in inventory and the timing of customer receipts.

The Board is pleased to report that the Group’s adjusted operating cash conversion was -62% in 2022, compared to -30% in 2021. This was primarily due to increased investment in inventory and the timing of customer receipts.

Capital allocation

The Group’s capital allocation policy is to invest in profitable growth opportunities while maintaining a strong balance sheet and delivering attractive returns.

The Group’s capital allocation policy is to invest in profitable growth opportunities while maintaining a strong balance sheet and delivering attractive returns.

The Board has a clear capital allocation policy that is to invest in profitable growth opportunities while maintaining a strong balance sheet and delivering attractive returns.

Foreign exchange

The Group operates internationally and is exposed to foreign exchange rate fluctuations. The Group manages its foreign exchange exposure through hedging strategies where appropriate.

The Group operates internationally and is exposed to foreign exchange rate fluctuations. The Group manages its foreign exchange exposure through hedging strategies where appropriate.

Outlook

The Group expects to deliver continued growth in 2023, driven by strong demand for its products and services. The Group’s outlook for 2023 is positive, with continued growth expected.

The Group expects to deliver continued growth in 2023, driven by strong demand for its products and services. The Group’s outlook for 2023 is positive, with continued growth expected.

MANAGING OUR RISK

XP Power’s success depends on its ability to identify, assess and manage the risks that could impact its business. The Group has a robust risk management framework in place to identify and mitigate these risks.

XP Power’s success depends on its ability to identify, assess and manage the risks that could impact its business. The Group has a robust risk management framework in place to identify and mitigate these risks.

Our risk assessment

The Board is responsible for overseeing the Group’s risk management processes. The Group has a comprehensive risk assessment process that identifies and prioritizes risks according to their potential impact and likelihood.

  • The Group’s risk assessment process identifies and prioritizes risks according to their potential impact and likelihood, ranging from low to severe.# XP Power Annual Report & Accounts for the year ended 31 December 2022

MANAGING OUR RISKS

The Board recognises that risk management is an integral part of our strategy and governance and is central to achieving our objectives. A robust risk management framework is in place to identify, assess, manage and monitor risks across the Group. The framework is structured to provide assurance that risks are being managed to an acceptable level and within the Group's risk appetite.

Our risk management framework

Top down

The Board maintains an overview of all risks affecting the Group. Strategic objectives are set at a Board level and associated risks are identified and assessed. This process ensures that risk management is embedded from the top of the organisation. Key strategic risks are identified, assessed and mitigated to ensure that the Group's strategic objectives are achieved.

Bottom up

Operational level risks are identified, assessed and mitigated by management. This process ensures that risks within specific functions and processes are managed effectively. The Board reviews significant risks identified at the operational level.

Risk appetite

The Board has a clear risk appetite, which is defined as the level of risk we are prepared to accept in pursuit of our strategic objectives. The Group’s risk appetite statement is reviewed annually and communicated to all levels of the organisation. The Board's risk appetite is generally to be risk averse and seeks to minimise risks that could impact the Group's profitability or reputation.

  • The Board delegates responsibility for risk management to the Audit Committee and internal audit.
  • The Audit Committee has oversight of the effectiveness of the risk management framework and the internal control system.
  • The internal audit function undertakes a rolling programme of audits to assess the effectiveness of risk management and internal controls.

Operational level

The Group’s operational level risk management process is designed to identify, assess and mitigate risks that could prevent the Group from achieving its operational objectives. This process is embedded within the Group’s various functions and business units.

  • Key operational risks are identified by management and reported to the Board.
  • Risk assessments are undertaken to determine the likelihood and impact of identified risks.
  • Mitigation plans are developed and implemented to reduce the likelihood or impact of significant risks.
  • The effectiveness of mitigation plans is monitored on an ongoing basis.
  • Key performance indicators are used to measure the effectiveness of risk management activities.
  • Emerging risks are proactively monitored and assessed.

Emerging risks

We continue to monitor and assess emerging risks that could impact the Group's future performance. These include those arising from technological changes, regulatory developments and evolving customer expectations. The Board reviews significant emerging risks and ensures that appropriate mitigation plans are in place.

  • The Group proactively monitors emerging risks in the market, including those related to geopolitical events, economic instability, and regulatory changes.
  • The Group assesses the potential impact of these risks on its business and develops mitigation strategies.
  • The Group's risk management framework is regularly reviewed and updated to address emerging risks.

Heat map of the identified risks indicating the likelihood and level of impact

Impact Likelihood Minor Low Medium High Severe
Severe 1
High 2
3
4
Medium 5
6
7
Low 8
9
Minor 10
11
12
RISK EXPLANATION OF RISK POTENTIAL IMPACT MITIGATION PRIORITIES FOR 2023 LINK TO STRATEGIC PILLAR LINK TO KPI ASSESSED TREND
1 An event causes a disruption to our manufacturing facilities The disruption could result in loss of sales, damage to reputation, and impact on profits, and disruption to our customers, and impact on our customer relationships. * The Group has a Business Continuity Plan (BCP) in place which is reviewed annually. * The Group operates multiple manufacturing facilities across different geographies to mitigate the risk of disruption at any single location. * The Group maintains business interruption insurance. * The Group ensures that its critical suppliers are robust and have business continuity plans in place. * Continued transfer of products from North America to Asia. A, B, C, D D Increase to risk
2 Product recall The impact could result in significant financial losses due to the cost of the recall, compensation claims, damage to reputation, and disruption to our customers, and loss of profits. * The Group operates a robust quality management system to ensure product safety and compliance. * The Group has a product recall plan in place which is reviewed annually. * The Group maintains product liability insurance. * The Group will continue to invest in quality control processes and systems to minimise the risk of product recalls. A, B, C, D, E F Increase to risk
3 Competition from new market entrants and new technologies This could result in loss of market share, reduced profitability, and impact on the Group's ability to innovate and grow. * The Group continuously invests in research and development to stay ahead of new technologies and market trends. * The Group maintains strong customer relationships and provides excellent customer service. * The Group seeks to acquire or partner with innovative companies to enhance its competitive position. * The Group will continue to invest in R&D to develop new products and technologies that meet evolving customer needs. * The Group will explore strategic acquisitions and partnerships to expand its product portfolio and market reach. A, C, D, E F Increase to risk
4 Cybersecurity breach A cybersecurity breach could result in loss of sensitive data, disruption to operations, financial losses, and damage to reputation. * The Group has implemented robust cybersecurity measures to protect its IT systems and data. * The Group provides regular cybersecurity training to its employees. * The Group has an incident response plan in place to address cybersecurity breaches. * The Group will continue to invest in advanced cybersecurity technologies and solutions to enhance its defenses. * The Group will conduct regular penetration testing and vulnerability assessments to identify and address potential weaknesses. A, C, D, E F Increase to risk
5 Failure to innovate and adapt to market changes This could result in loss of competitiveness, reduced market share, and ultimately impact the Group's long-term sustainability. * The Group has a dedicated R&D function focused on developing new products and technologies. * The Group actively monitors market trends and customer feedback to inform its innovation strategy. * The Group fosters a culture of innovation and encourages employees to contribute new ideas. * The Group will continue to invest in R&D and explore new technologies to maintain its competitive edge. * The Group will strengthen its market intelligence capabilities to anticipate and respond to market changes. A, C, D, E F Increase to risk
6 Geopolitical instability and economic downturn This could lead to supply chain disruptions, increased costs, reduced demand for products, and impact on foreign exchange rates. * The Group diversifies its supply chain across multiple geographies. * The Group closely monitors geopolitical and economic developments and adjusts its strategies accordingly. * The Group maintains a strong balance sheet to withstand economic volatility. * The Group will continue to diversify its supply chain and explore alternative sourcing options to mitigate supply chain risks. * The Group will closely monitor economic indicators and adjust its business strategies to respond to potential downturns. A, B, C, D F Increase to risk
7 Regulatory changes and compliance risks Non-compliance with regulations could result in fines, penalties, legal action, and damage to reputation. * The Group has a dedicated compliance function responsible for monitoring and ensuring compliance with all relevant regulations. * The Group conducts regular compliance training for its employees. * The Group engages with regulators to stay informed of upcoming regulatory changes. * The Group will continue to invest in compliance resources and systems to ensure adherence to evolving regulations. * The Group will proactively engage with industry bodies and regulators to influence regulatory developments. A, C, D, E F Increase to risk
8 Failure to attract and retain key talent This could impact the Group's ability to execute its strategy, innovate, and maintain its competitive advantage. * The Group offers competitive remuneration and benefits packages. * The Group provides opportunities for professional development and career advancement. * The Group fosters a positive and inclusive work environment. * The Group will continue to enhance its employee value proposition to attract and retain top talent. * The Group will invest in leadership development programs to build a strong pipeline of future leaders. A, C, D, E F Increase to risk
9 Environmental, Social, and Governance (ESG) risks Failure to manage ESG risks effectively could lead to reputational damage, regulatory scrutiny, and impact on stakeholder relationships. * The Group has implemented an ESG strategy aligned with its business objectives. * The Group regularly reports on its ESG performance. * The Group engages with stakeholders on ESG matters. * The Group will continue to strengthen its ESG initiatives and integrate them into its business operations. * The Group will enhance its stakeholder engagement to address ESG concerns and expectations. A, C, D, E G Increase to risk
10 Failure to manage supply chain risks effectively This could lead to production delays, increased costs, and impact on customer satisfaction. * The Group has a diversified supply chain and works closely with its suppliers to ensure reliability. * The Group monitors supplier performance and conducts risk assessments. * The Group maintains appropriate inventory levels to mitigate short-term supply disruptions. * The Group will continue to diversify its supply chain and explore alternative sourcing options to mitigate supply chain risks. * The Group will enhance its supplier relationship management to ensure greater reliability and resilience. A, B, C, D F Increase to risk
11 Increased interest rates and inflation This could lead to increased borrowing costs, reduced consumer spending, and impact on the Group's profitability. * The Group actively manages its debt levels and interest rate exposure. * The Group implements cost control measures to mitigate the impact of inflation. * The Group monitors economic indicators and adjusts its pricing strategies accordingly. * The Group will continue to focus on operational efficiency and cost management to mitigate the impact of inflation and interest rate changes. * The Group will explore strategies to pass on increased costs to customers where appropriate. A, B, C F Increase to risk
12 Currency fluctuations This could impact the translation of foreign currency earnings and expenses, affecting the Group's reported financial results. * The Group hedges a portion of its foreign currency exposures. * The Group monitors currency markets and adjusts its strategies accordingly. * The Group will continue to refine its currency hedging strategies to mitigate the impact of currency fluctuations. A, B, C F Increase to risk

KEY

A Revenue from Top 30 customers
B Increase to risk
C Decrease to risk
D 1 An event causes a disruption to our manufacturing facilities
E 2 Product recall
F 3 Competition from new market entrants and new technologies
G Lifetime CO2 emission savings from products# MANAGING OUR RISKS CONTINUED

RISK EXPLANATION OF RISK POTENTIAL IMPACT MITIGATION PRIORITIES FOR 2023 LINK TO STRATEGIC PILLAR LINK TO KPI ASSESSED TREND

4 Fluctuations of revenues, expenses and operating results due to an economic shocks

The Company's revenues, expenses and operating results may fluctuate and be affected by general economic shocks.

The Company proactively manages its exposure to economic shocks through maintaining a strong balance sheet, diversifying its revenue streams by product and geography, and actively managing its working capital. This includes careful budgeting, forecasting, and scenario planning to anticipate potential economic downturns. The Company also maintains relationships with a diverse range of suppliers and customers to mitigate reliance on any single entity or region. Furthermore, the Company continuously monitors market conditions and economic indicators to adapt its strategies and operations accordingly.

To manage this risk, the Company focuses on several key areas:
* Maintaining a strong balance sheet and robust liquidity position to withstand adverse economic conditions.
* Diversifying its customer base and geographical markets to reduce reliance on any single region or sector.
* Implementing effective cost management strategies and operational efficiencies to maintain profitability.
* Regularly reviewing and updating its financial forecasts and scenario plans to adapt to changing economic circumstances.
* Enhancing its supply chain resilience to mitigate potential disruptions.

The Company's approach to managing economic shocks is integrated into its overall strategic planning and financial management processes. This involves:
* Strategic Pillar: Financial Resilience and Operational Excellence.
* KPI: Profitability Margins, Liquidity Ratios, Revenue Diversification.
* Assessed Trend: Stable.

5 Competition from new market entrants and new technologies

Competition from new market entrants and new technologies could lead to loss of market share and reduced profitability.

The Company competes by focusing on innovation, product development, and maintaining strong customer relationships. It invests in research and development to anticipate and respond to technological advancements and market trends. The Company also emphasizes its strong brand reputation, quality of products, and customer service to retain its competitive edge. Strategic partnerships and acquisitions are also considered to enhance its market position and technological capabilities. The Company actively monitors the competitive landscape and technological developments to identify emerging threats and opportunities.

To address this risk, the Company is prioritizing:
* Continuous innovation and product development: Investing in R&D to introduce new and improved products that meet evolving customer needs and technological standards.
* Strategic partnerships and collaborations: Seeking opportunities to collaborate with other companies or research institutions to leverage new technologies and expand market reach.
* Customer focus and service excellence: Maintaining strong relationships with customers through superior service and tailored solutions to foster loyalty and reduce churn.
* Market intelligence and competitive analysis: Regularly monitoring competitor activities and technological advancements to identify potential threats and opportunities.
* Agile business strategies: Adapting its business models and operational strategies to respond quickly to market changes and new competitive pressures.

The Company's strategy for managing competitive risks includes:
* Strategic Pillar: Innovation and Market Leadership.
* KPI: Market Share, New Product Revenue, Customer Retention Rate.
* Assessed Trend: Stable.

6 Dependence on key customers

A significant portion of the Company's revenues may be derived from a small number of key customers. The loss of any of these customers, or a significant reduction in their purchasing, could adversely affect the Company's revenues, operating results and financial condition.

The Company mitigates this risk by diversifying its customer base and fostering strong, long-term relationships with its clients. It actively seeks new customers across various industries and geographies to reduce concentration. The Company also focuses on providing high-quality products and services, offering tailored solutions, and maintaining competitive pricing to enhance customer loyalty and retention. Regular communication and engagement with key customers help to understand their evolving needs and address any potential concerns proactively.

To manage this risk, the Company is focusing on:
* Customer diversification: Actively seeking and developing relationships with new customers across different industries and geographical regions to reduce reliance on any single entity.
* Customer relationship management: Enhancing communication and engagement with existing key customers to understand their needs, address concerns, and foster loyalty.
* Product and service innovation: Continuously improving product offerings and service levels to maintain competitiveness and provide added value to customers.
* Flexible contract terms: Negotiating mutually beneficial contract terms with key customers to ensure long-term partnerships and mitigate the impact of potential order reductions.
* Proactive risk assessment: Regularly assessing customer concentration and identifying potential risks associated with individual key customers.

The Company's strategies to manage customer dependence include:
* Strategic Pillar: Market Diversification and Customer Intimacy.
* KPI: Revenue from Top 30 customers, Customer Concentration Ratio.
* Assessed Trend: Stable.

7 Cybersecurity/information systems failure

A failure of the Company's information systems or a cybersecurity breach could disrupt operations, compromise sensitive data, and harm the Company's reputation.

The Company invests in robust cybersecurity measures and maintains resilient information systems to prevent and mitigate such risks. This includes implementing advanced security protocols, regular software updates, employee training on cybersecurity best practices, and conducting periodic risk assessments and penetration testing. The Company also has business continuity and disaster recovery plans in place to ensure operational resilience in the event of system failures or cyber incidents. Regular monitoring of its systems and prompt response to any detected threats are crucial aspects of its mitigation strategy.

To address this risk, the Company is prioritizing:
* Investment in advanced cybersecurity technologies: Implementing state-of-the-art security solutions to protect its systems and data from cyber threats.
* Regular security audits and vulnerability assessments: Conducting periodic assessments to identify and address potential security weaknesses.
* Employee training and awareness programs: Educating employees on cybersecurity best practices and threat detection to foster a security-conscious culture.
* Robust business continuity and disaster recovery plans: Developing and testing plans to ensure operational resilience in the event of system failures or cyber incidents.
* Incident response protocols: Establishing clear procedures for responding to cybersecurity incidents to minimize their impact and restore normal operations quickly.

The Company's mitigation strategies for cybersecurity and information systems failure include:
* Strategic Pillar: Operational Resilience and Data Security.
* KPI: Number of security incidents, System uptime, Compliance with data protection regulations.
* Assessed Trend: Stable.

STRATEGIC KEY

  • Driving profitable growth through the delivery of innovative, high-quality products and services.
  • Achieving operational excellence by optimizing processes, improving efficiency, and managing costs effectively.
  • Fostering strong customer relationships through exceptional service and responsiveness.
  • Investing in our people to build a skilled, motivated, and engaged workforce.
  • Enhancing sustainability by minimizing environmental impact and contributing positively to society.
  • Maintaining financial discipline and strong governance to ensure long-term value creation.

MANAGING OUR RISKS CONTINUED

| RISK | EXPLANATION OF RISK # MANAGING OUR RISKS CONTINUED

RISK EXPLANATION OF RISK POTENTIAL IMPACT MITIGATION PRIORITIES FOR 2023 LINK TO STRATEGIC PILLAR LINK TO KPI ASSESSED TREND

8 Strategic risk associated with valuing or integrating new acquisitions

The Group may fail to successfully value or integrate new acquisitions into its existing operations, which could result in a material adverse effect on the Group’s financial condition, results of operations, and cash flows.
Our integration plans are developed prior to acquisition and include detailed plans for the integration of operational, commercial, financial and IT systems. Where appropriate, we engage external advisors to support us in the integration process.
•
The Group’s existing business may be disrupted by the integration of new acquisitions.
•
Key management and employees of the acquired business may leave the Group, impacting the successful integration of the business and our ability to realise synergies.
•
We may overpay for an acquired business, or the acquired business may not perform as expected, impacting our financial performance.
•
The Group may incur unexpected liabilities or other costs associated with the acquisition, leading to dilution of shareholder value.
•
We may not be able to achieve the anticipated synergies or cost savings from the acquisition.
•
The Group may not be able to maintain customer relationships with the acquired business.

A, B, C, D

Dependence on key customers

The Group’s revenue and profitability are dependent on a relatively small number of key customers.
If we lose one or more of these key customers, or if their purchasing volumes decrease significantly, it could have a material adverse impact on our revenue and profitability.
In addition, changes in the purchasing strategies of key customers could impact our sales and profitability.
•
The Group’s revenue and profitability are dependent on a relatively small number of key customers.
•
The Group’s revenue and profitability are dependent on a relatively small number of key customers.
•
The Group’s revenue and profitability are dependent on a relatively small number of key customers.
•
The Group’s revenue and profitability are dependent on a relatively small number of key customers.
•
The Group’s revenue and profitability are dependent on a relatively small number of key customers.

A, D, F

Cybersecurity/information systems failure

We rely on information technology systems to operate our business. A failure of these systems, whether due to cyber-attack, human error, or other causes, could disrupt our operations, lead to loss of sensitive data, and damage our reputation.
We have implemented robust cybersecurity measures and regularly update our systems to mitigate these risks. We also maintain business continuity plans to ensure that we can continue to operate in the event of a system failure.
•
A failure of our IT systems could disrupt our business operations, including customer service, production, and financial reporting.
•
A breach of our IT systems could result in the theft or loss of sensitive customer data, financial information, or intellectual property, leading to legal and regulatory penalties, and reputational damage.
•
We may incur significant costs to remediate any IT system failure or data breach, including costs associated with investigation, recovery, and providing credit monitoring services to affected individuals.
•
Any disruption to our IT systems could impact our ability to meet customer demand, potentially leading to lost sales and damage to customer relationships.
•
Our reputation and brand image could be harmed by a successful cyber-attack or IT system failure, which could affect our ability to attract and retain customers and investors.
•
We may experience a loss of revenue and profitability if our IT systems are unable to support our business operations or if customer data is compromised.

A, D, E, F

Risks relating to regulation, compliance and taxation

The Group operates in a highly regulated industry and is subject to a wide range of laws, regulations, and tax requirements in the jurisdictions in which it operates. Failure to comply with these requirements could result in fines, penalties, and reputational damage, which could adversely affect our business.
We have robust compliance and risk management frameworks in place to ensure adherence to all applicable regulations. We regularly review and update our policies and procedures to reflect changes in the regulatory landscape.
•
Changes in regulation, compliance or taxation could impact our profitability and business operations.
•
Failure to comply with regulations could result in fines, penalties, and legal actions.
•
We are subject to ongoing regulatory scrutiny and may be required to adapt our business practices to comply with new or evolving regulations.
•
Tax laws are complex and subject to change. Changes in tax legislation or interpretation could adversely affect our tax liabilities and profitability.
•
We may face challenges in interpreting and implementing new regulations, which could lead to non-compliance.
•
Failure to maintain adequate documentation for tax purposes could lead to penalties and interest.

A, D

Loss of key personnel or failure to attract new personnel

The success of the Group is dependent on the skills and experience of its key management and technical personnel. The loss of key personnel or the failure to attract and retain suitably qualified individuals could have a material adverse effect on the Group’s ability to execute its strategy and manage its business.
We have comprehensive succession plans in place for key roles and invest in talent development to ensure a strong pipeline of future leaders. We also focus on creating a positive and rewarding work environment to attract and retain top talent.
•
The Group’s ability to execute its strategy and manage its business could be impaired by the loss of key personnel or the failure to attract new talent.
•
Loss of key personnel could lead to disruption of operations and loss of institutional knowledge.
•
The Group may face challenges in recruiting and retaining skilled personnel, particularly in specialized areas, which could impact its growth and development.
•
The Group has succession plans in place for key roles and invests in talent development to ensure a strong pipeline of future leaders. We also focus on creating a positive and rewarding work environment to attract and retain top talent.

A, D, F

Exposure to exchange rate fluctuations

The Group operates internationally and is exposed to fluctuations in foreign exchange rates. These fluctuations could adversely affect our reported earnings and the value of our assets and liabilities denominated in foreign currencies.
We manage our exposure to foreign exchange rate fluctuations through hedging strategies where appropriate, and by diversifying our operations across different currencies.
•
The Group’s reported financial results could be adversely affected by fluctuations in exchange rates.
•
The value of our assets and liabilities denominated in foreign currencies may fluctuate due to exchange rate movements.
•
We manage our exposure to foreign exchange rate fluctuations through hedging strategies where appropriate, and by diversifying our operations across different currencies.
•
The Group’s reported financial results could be adversely affected by fluctuations in exchange rates.
•
The Group’s reported financial results could be adversely affected by fluctuations in exchange rates.

A, B, C, D

Climate-related risks

The Group is exposed to risks related to climate change, including physical risks (e.g., extreme weather events) and transition risks (e.g., policy changes, technological advancements, and market shifts). These risks could impact our operations, supply chain, and financial performance.
We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.
•
The Group’s operations and supply chain could be disrupted by extreme weather events and other physical impacts of climate change.
•
Changes in climate policy, regulations, and market preferences could impact the demand for our products and services, and increase our operating costs.
•
We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.
•
We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.
•
We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.
•
We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.

G A

A B C D E F G
£7.5bn Revenue from Top 30 customers £5.9bn £5.9bn £5.9bn £5.9bn Lifetime CO₂ emission savings from products
Increase to risk Decrease to risk

XP Power Annual Report & Accounts for the year ended 31 December 2022

MANAGING OUR RISKS CONTINUED

RISK | EXPLANATION OF RISK | POTENTIAL IMPACT | MITIGATION | PRIORITIES FOR 2023 | LINK TO STRATEGIC PILLAR | LINK TO KPI | ASSESSED TREND

8 Strategic risk associated with valuing or integrating new acquisitions

The Group may fail to successfully value or integrate new acquisitions into its existing operations, which could result in a material adverse effect on the Group’s financial condition, results of operations, and cash flows.
Our integration plans are developed prior to acquisition and include detailed plans for the integration of operational, commercial, financial and IT systems. Where appropriate, we engage external advisors to support us in the integration process.
• The Group’s existing business may be disrupted by the integration of new acquisitions.
• Key management and employees of the acquired business may leave the Group, impacting the successful integration of the business and our ability to realise synergies.
• We may overpay for an acquired business, or the acquired business may not perform as expected, impacting our financial performance.
• The Group may incur unexpected liabilities or other costs associated with the acquisition, leading to dilution of shareholder value.
• We may not be able to achieve the anticipated synergies or cost savings from the acquisition.
• The Group may not be able to maintain customer relationships with the acquired business.

A, B, C, D

Dependence on key customers

The Group’s revenue and profitability are dependent on a relatively small number of key customers.
If we lose one or more of these key customers, or if their purchasing volumes decrease significantly, it could have a material adverse impact on our revenue and profitability.
In addition, changes in the purchasing strategies of key customers could impact our sales and profitability.
• The Group’s revenue and profitability are dependent on a relatively small number of key customers.
• The Group’s revenue and profitability are dependent on a relatively small number of key customers.
• The Group’s revenue and profitability are dependent on a relatively small number of key customers.
• The Group’s revenue and profitability are dependent on a relatively small number of key customers.
• The Group’s revenue and profitability are dependent on a relatively small number of key customers.

A, D, F

Cybersecurity/information systems failure

We rely on information technology systems to operate our business. A failure of these systems, whether due to cyber-attack, human error, or other causes, could disrupt our operations, lead to loss of sensitive data, and damage our reputation.
We have implemented robust cybersecurity measures and regularly update our systems to mitigate these risks. We also maintain business continuity plans to ensure that we can continue to operate in the event of a system failure.
• A failure of our IT systems could disrupt our business operations, including customer service, production, and financial reporting.
• A breach of our IT systems could result in the theft or loss of sensitive customer data, financial information, or intellectual property, leading to legal and regulatory penalties, and reputational damage.
• We may incur significant costs to remediate any IT system failure or data breach, including costs associated with investigation, recovery, and providing credit monitoring services to affected individuals.
• Any disruption to our IT systems could impact our ability to meet customer demand, potentially leading to lost sales and damage to customer relationships.
• Our reputation and brand image could be harmed by a successful cyber-attack or IT system failure, which could affect our ability to attract and retain customers and investors.
• We may experience a loss of revenue and profitability if our IT systems are unable to support our business operations or if customer data is compromised.

A, D, E, F

Risks relating to regulation, compliance and taxation

The Group operates in a highly regulated industry and is subject to a wide range of laws, regulations, and tax requirements in the jurisdictions in which it operates. Failure to comply with these requirements could result in fines, penalties, and reputational damage, which could adversely affect our business.
We have robust compliance and risk management frameworks in place to ensure adherence to all applicable regulations. We regularly review and update our policies and procedures to reflect changes in the regulatory landscape.
• Changes in regulation, compliance or taxation could impact our profitability and business operations.
• Failure to comply with regulations could result in fines, penalties, and legal actions.
• We are subject to ongoing regulatory scrutiny and may be required to adapt our business practices to comply with new or evolving regulations.
• Tax laws are complex and subject to change. Changes in tax legislation or interpretation could adversely affect our tax liabilities and profitability.
• We may face challenges in interpreting and implementing new regulations, which could lead to non-compliance.
• Failure to maintain adequate documentation for tax purposes could lead to penalties and interest.

A, D

Loss of key personnel or failure to attract new personnel

The success of the Group is dependent on the skills and experience of its key management and technical personnel. The loss of key personnel or the failure to attract and retain suitably qualified individuals could have a material adverse effect on the Group’s ability to execute its strategy and manage its business.
We have comprehensive succession plans in place for key roles and invest in talent development to ensure a strong pipeline of future leaders. We also focus on creating a positive and rewarding work environment to attract and retain top talent.
• The Group’s ability to execute its strategy and manage its business could be impaired by the loss of key personnel or the failure to attract new talent.
• Loss of key personnel could lead to disruption of operations and loss of institutional knowledge.
• The Group may face challenges in recruiting and retaining skilled personnel, particularly in specialized areas, which could impact its growth and development.
• The Group has succession plans in place for key roles and invests in talent development to ensure a strong pipeline of future leaders. We also focus on creating a positive and rewarding work environment to attract and retain top talent.

A, D, F

Exposure to exchange rate fluctuations

The Group operates internationally and is exposed to fluctuations in foreign exchange rates. These fluctuations could adversely affect our reported earnings and the value of our assets and liabilities denominated in foreign currencies.
We manage our exposure to foreign exchange rate fluctuations through hedging strategies where appropriate, and by diversifying our operations across different currencies.
• The Group’s reported financial results could be adversely affected by fluctuations in exchange rates.
• The value of our assets and liabilities denominated in foreign currencies may fluctuate due to exchange rate movements.
• We manage our exposure to foreign exchange rate fluctuations through hedging strategies where appropriate, and by diversifying our operations across different currencies.
• The Group’s reported financial results could be adversely affected by fluctuations in exchange rates.
• The Group’s reported financial results could be adversely affected by fluctuations in exchange rates.

A, B, C, D

Climate-related risks

The Group is exposed to risks related to climate change, including physical risks (e.g., extreme weather events) and transition risks (e.g., policy changes, technological advancements, and market shifts). These risks could impact our operations, supply chain, and financial performance.
We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.
• The Group’s operations and supply chain could be disrupted by extreme weather events and other physical impacts of climate change.
• Changes in climate policy, regulations, and market preferences could impact the demand for our products and services, and increase our operating costs.
• We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.
• We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.
• We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.
• We are committed to mitigating our climate-related risks through a combination of adapting our operations, investing in renewable energy, and developing sustainable products and services.

G A
A B C D E F G
£7.5bn Revenue from Top 30 customers £5.9bn £5.9bn £5.9bn £5.9bn Lifetime CO₂ emission savings from products
Increase to risk Decrease to risk

STRATEGIC KEY

  • XP Power Annual Report & Accounts for the year ended 31 December 2022
  • MANAGING OUR RISKS CONTINUED

| RISK | EXPLANATION OF RISK | POTENTIAL IMPACT | MITIGATION | PRIORITIES FOR 2023 # MANAGING OUR RISKS

10 Exposure to exchange rate fluctuations

XP Power is exposed to exchange rate fluctuations. The Group operates in a number of countries and therefore its results are affected by currency movements. The Group enters into forward exchange contracts to manage its exposure to foreign currency transactions. As at 31 December 2022, the Group had forward exchange contracts with a notional value of €10 million. The potential loss arising from adverse movements in exchange rates is considered manageable. The Group's currency exposures arise from its sales and purchases denominated in currencies other than its reporting currency. A significant proportion of the Group's sales are invoiced in US Dollars and Euros, and a significant proportion of its purchases are denominated in US Dollars and Chinese Renminbi. The Group's policy is to manage its foreign currency risk by entering into forward exchange contracts for periods of up to 12 months.

  • XP Power enters into forward exchange contracts to manage its exposure to foreign currency transactions.
  • As at 31 December 2022, the Group had forward exchange contracts with a notional value of €10 million.
  • The potential loss arising from adverse movements in exchange rates is considered manageable.
  • The Group's currency exposures arise from its sales and purchases denominated in currencies other than its reporting currency.
  • A significant proportion of the Group's sales are invoiced in US Dollars and Euros, and a significant proportion of its purchases are denominated in US Dollars and Chinese Renminbi.
  • The Group's policy is to manage its foreign currency risk by entering into forward exchange contracts for periods of up to 12 months.

11 Risk associated with supply chain

XP Power is exposed to risks associated with its supply chain. The Group relies on a number of key suppliers for the supply of critical components and materials. The disruption of supply from any of these key suppliers could have a material adverse effect on the Group's operations and financial performance.

  • The Group has a number of key suppliers for the supply of critical components and materials.
  • Disruption of supply from any of these key suppliers could have a material adverse effect on the Group's operations and financial performance.
  • The Group seeks to mitigate these risks by:
    • Maintaining a diversified supplier base where possible.
    • Building strong relationships with key suppliers.
    • Holding adequate levels of inventory for critical components.
    • Continuously monitoring supplier performance and market conditions.
  • The Group's supply chain is exposed to geopolitical risks, natural disasters, and other unforeseen events that could disrupt the availability and cost of raw materials and components.

12 Climate-related risks

XP Power is exposed to climate-related risks. These risks can be categorized as physical risks and transition risks.

The Group's operations are not directly exposed to physical risks such as extreme weather events, as the Group's facilities are located in areas that are not typically exposed to such events.

Transition risks arise from the shift to a lower-carbon economy. These risks include:

  • The increasing cost of carbon emissions.
  • Changes in market demand for products and services that are more carbon-intensive.
  • Changes in regulatory requirements related to climate change.

The Group is committed to managing its climate-related risks and contributing to the transition to a lower-carbon economy. The Group has implemented a number of initiatives to reduce its environmental impact, including:

  • Improving energy efficiency across its operations.
  • Increasing the use of renewable energy sources.
  • Developing products that are more energy-efficient and have a lower environmental impact.

SECTION 172(1) STATEMENT: HOW WE ENGAGE WITH OUR STAKEHOLDERS

The Board is committed to acting in the best interests of the Company's stakeholders and to promoting the success of the Company for the benefit of its members as a whole. The Board considers that its stakeholders include its employees, customers, suppliers, regulatory bodies and the communities in which it operates, in addition to its shareholders.

The Board’s engagement with stakeholders is integral to its decision-making and the long-term success of the Company. The Company engages with its stakeholders in the following ways:

a. The Board seeks to maintain a dialogue with its shareholders and to understand their views on the Company's strategy and performance. This is achieved through regular shareholder meetings, presentations, and one-on-one meetings with major shareholders.
c. The Company engages with its employees through a variety of channels, including regular team meetings, company-wide communications, and performance management processes. Employee feedback is sought and considered in the decision-making process.
d. The Company engages with its suppliers through regular meetings and communications. The Company seeks to build strong, long-term relationships with its suppliers, and their feedback is considered in the decision-making process.
e. The Company engages with regulatory bodies to ensure compliance with all applicable laws and regulations. The Company seeks to build constructive relationships with regulatory bodies.
f. The Company engages with the communities in which it operates through local initiatives and sponsorships.

The Board regularly considers the views of its stakeholders, and takes them into account when making decisions. The Chairman of the Board has overall responsibility for stakeholder engagement.

The Board believes that its stakeholder engagement activities are effective in ensuring that the interests of all stakeholders are considered when strategic decisions are made. The Company has engaged with its employees and will continue to do so through its ongoing dialogue and feedback mechanisms.

Our people

Employees are of paramount importance. Having engaged employees is critical to achieving our vision.# HOW WE ENGAGE

Messages are cascaded and discussed. We ensure that all communication is clear, relevant, and cascaded to all stakeholders. Our commitment is to foster an environment of open dialogue and ensure that our employees are informed about company matters.

KEY TOPICS DISCUSSED
* Employee engagement, retention and development.
* Health and safety and wellbeing.
* Employee engagement and company values.
* Business performance.
* Shareholder and employee share schemes.

HOW WE RESPONDED
* Engagement surveys are conducted to gather feedback and understand employee sentiment.
* We review employee engagement metrics and implement actions to support our employees and improve our working environment.
* The Company has a share incentive plan and a share purchase plan to allow employees to participate in the Company’s success.
* We have introduced a number of initiatives to support employee wellbeing and promote a healthy work-life balance.

FOR MORE INFORMATION SEE ESG SOCIAL SECTION ON https://www.xppower.com/
FOR MORE INFORMATION SEE EMPLOYEE ENGAGEMENT METRICS ON https://www.xppower.com/

Customers

WHY WE ENGAGE

We are committed to understanding our customers to deliver innovative and reliable products and services that meet their evolving needs. We engage with our customers to understand their requirements and to ensure that we are providing the best possible solutions. Our customer-centric approach ensures that we are always looking to improve our offerings and to build long-lasting relationships.

KEY TOPICS DISCUSSED
* Customer needs and expectations, and the delivery of value.
* Product innovation and market trends.
* Customer service and support and the resolution of customer issues.

HOW WE RESPONDED
* We maintain regular contact with our customers through a variety of channels to understand their needs and expectations.
* We review customer feedback and implement actions to improve our products and services.
* We have a dedicated customer service team to provide support and assistance to our customers.
* We are committed to providing our customers with the highest quality products and services.

FOR MORE INFORMATION SEE ESG ENVIRONMENT SECTION ON https://www.xppower.com/
FOR MORE INFORMATION SEE PERFORMANCE: OPERATIONAL REVIEW ON https://www.xppower.com/

60 XP Power Annual Report & Accounts for the year ended 31 December 2022

Suppliers

WHY WE ENGAGE

We engage with our suppliers to ensure that we are sourcing high-quality materials and components at competitive prices. We are committed to building strong, long-term relationships with our suppliers and to working with them to ensure that we are meeting our customers' needs.

We are committed to maintaining strong relationships with our suppliers to ensure a consistent and reliable supply chain, and to work together to achieve mutual success.

HOW WE ENGAGE

We engage with our suppliers on an ongoing basis to ensure that they are meeting our quality and delivery expectations. We work closely with our suppliers to identify opportunities for collaboration and to drive innovation.

We engage with our suppliers to ensure that they are meeting our quality and delivery expectations. We work closely with our suppliers to identify opportunities for collaboration and to drive innovation.

KEY TOPICS DISCUSSED
* Supplier performance and risk management.
* Ethical sourcing and sustainability.
* Supply chain resilience and security.

HOW WE RESPONDED
* We conduct regular supplier reviews to assess their performance and to identify areas for improvement.
* We work with our suppliers to ensure that they are meeting our ethical sourcing and sustainability standards.
* We have implemented a range of measures to ensure the resilience and security of our supply chain.
* We are committed to building strong, long-term relationships with our suppliers.

FOR MORE INFORMATION SEE ESG ENVIRONMENT SECTION ON https://www.xppower.com/
FOR MORE INFORMATION SEE PERFORMANCE: OPERATIONAL REVIEW ON https://www.xppower.com/

Communities and our environment

We are committed to being a responsible corporate citizen and to minimising our environmental impact. We engage with our communities to understand their needs and to support local initiatives. We are committed to protecting the environment and to promoting sustainability.

HOW WE ENGAGE

We engage with our communities to support local initiatives and to make a positive contribution to society. We are committed to minimizing our environmental impact and to promoting sustainability.

We engage with our communities to support local initiatives and to make a positive contribution to society. We are committed to minimizing our environmental impact and promoting sustainability.

KEY TOPICS DISCUSSED
* Community investment and impact.
* Environmental protection and sustainability.
* Resource management and efficiency.

HOW WE RESPONDED
* We support a range of community initiatives through donations and employee volunteering.
* We are committed to reducing our environmental impact through a range of measures, including energy efficiency and waste reduction.
* We have implemented a number of initiatives to promote sustainability throughout our operations.
* We are committed to being a responsible corporate citizen.

FOR MORE INFORMATION SEE ESG ENVIRONMENT SECTION ON https://www.xppower.com/

Shareholders

We are committed to transparent communication with our shareholders and to providing them with timely and accurate information about our company's performance and prospects. We engage with our shareholders to understand their expectations and to ensure that we are meeting their needs.

We are committed to transparent communication with our shareholders, providing them with timely and accurate information about our company's performance and prospects. We engage with our shareholders to understand their expectations and to ensure that we are meeting their needs.

We engage with our shareholders through a variety of channels, including annual general meetings, investor calls, and our annual report. We are committed to open and honest communication with our shareholders, and we value their feedback.

We engage with our shareholders through a variety of channels, including annual general meetings, investor calls, and our annual report. We are committed to open and honest communication with our shareholders, and we value their feedback.

KEY TOPICS DISCUSSED
* Financial performance and strategy.
* Corporate governance and remuneration.
* ESG performance and strategy.

HOW WE RESPONDED
* We provide regular updates to our shareholders on our financial performance and strategic developments.
* We are committed to high standards of corporate governance and remuneration.
* We engage with our shareholders to discuss our ESG performance and strategy.

FOR MORE INFORMATION SEE ESG GOVERNANCE ON https://www.xppower.com/
FOR MORE INFORMATION SEE KEY PERFORMANCE INDICATORS ON https://www.xppower.com/
FOR MORE INFORMATION SEE CORPORATE GOVERNANCE REPORT ON https://www.xppower.com/

STRATEGIC REPORT 61XP Power Annual Report & Accounts for the year ended 31 December 2022

OUR SUSTAINABILITY STRATEGY

1. SUSTAINABLE PRODUCTS

We are committed to developing and manufacturing products that are both environmentally responsible and economically viable. We strive to reduce the environmental impact of our products throughout their lifecycle, from design and manufacturing to use and disposal. We are also focused on creating products that deliver significant lifetime savings for our customers.

The estimated lifetime savings from XP Green Power products are significant. In estimating these savings, we have assumed the following:
* XP Green Power product efficiency of 90% versus average power converter efficiency of 80%.
* The power converter will run for eight hours a day, five days a week, 50 weeks a year, for seven years, in the customers’ equipment.
* The customer will run the power converter at 75% of its rated power; and
* 1kWh of electricity produces 0.418kg of CO 2 .

The total CO2 emissions saved by XP Green Power products in 2022 is 134,000 tonnes CO2. In estimating these savings, we have assumed the following:
* XP Green Power product efficiency of 90% versus average power converter efficiency of 80%.
* The power converter will run for eight hours a day, five days a week, 50 weeks a year, for seven years, in the customers’ equipment.
* The customer will run the power converter at 75% of its rated power; and
* 1kWh of electricity produces 0.418kg of CO 2 .

XP Green Power products offer significant savings in terms of both energy consumption and CO2 emissions. The XP Green Power product efficiency of 90% compared to the average power converter efficiency of 80% results in substantial energy savings over the lifetime of the product. Assuming the power converter runs for eight hours a day, five days a week, 50 weeks a year, for seven years, and the customer runs the power converter at 75% of its rated power, the annual CO2 emissions savings are considerable. We are proud to offer products that contribute to a more sustainable future and provide tangible benefits to our customers.# STRATEGIC REPORT

2. ENVIRONMENTAL LEADERSHIP

XP Power actively manages its environmental impact throughout the product lifecycle. We have a particular focus on:

  • Energy efficiency
    XP Power’s products offer high energy efficiency, contributing to reduced global electricity consumption and improved resource efficiency.
  • Product lifecycle management
    XP Power’s sustainability strategy extends to all stages of its products’ lifecycle, from sourcing and manufacturing to end-of-life disposal.
  • Hazardous substances
    XP Power maintains a commitment to eliminating the use of hazardous substances in its products, enabling compliance with REACH and RoHS directives, and ensuring the safety of our customers and the environment.
  • Low-carbon manufacturing
    XP Power seeks to reduce its carbon footprint in manufacturing and across its supply chain.

Responsible sourcing and supply chain

XP Power’s approach to responsible sourcing and supply chain management extends to our suppliers. We are committed to ethical practices and to ensuring that the raw materials used in our products are sourced responsibly, adhering to ethical labour practices and environmental standards.

Conflict minerals

XP Power is committed to working with its suppliers to ensure that the necessary and appropriate due diligence is carried out to ascertain the source of minerals such as tin, tantalum, tungsten, and gold, and to ensure these minerals are sourced responsibly. Our policy requires compliance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. XP Power is committed to complying with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

READ MORE ABOUT OUR BUSINESS STRATEGY ON xp-power.com

READ MORE ABOUT OUR SUSTAINABILITY STRATEGY ON xp-power.com

In 2022, XP Power were honoured with the 2022 Sustainability Index Gold Award from the Asia Pacific Customer Loyalty Awards for demonstrating our commitment to sustainability.

On 19th September 2022, XP Power hosted the annual conference for members of the Responsible Business Alliance and Responsible Minerals Initiative in Singapore. The conference discussed how responsible businesses can lead the transition to a sustainable future. The conference also covered how to manage environmental performance and the key pillars of our sustainability strategy.

Managing environmental performance

XP Power is committed to minimising its environmental impact. In 2022, we achieved ISO 14001 certification for environmental management systems across our operational sites in Singapore and Vietnam. This certification will help us to demonstrate our commitment to environmental protection and pollution prevention. Our environmental policy focuses on continuous improvement in environmental performance and on minimising the environmental impact of our operations and products.

  • XP Power seeks to achieve high standards of environmental management and resource efficiency, and to minimise the environmental impact of our operations and products.
  • XP Power’s focus on product safety means that we are committed to designing and manufacturing products that are safe for our customers and for the environment.
Metric 2020 2021 2022
Energy consumption (MWh) 10,277 11,485 10,643
Greenhouse gas (GHG) emissions (tonnes of CO2 equivalent) 2,014 2,204 2,070
Water consumption (cubic metres) 14,468 15,089 13,539
Waste generated (tonnes) 1,099 1,197 1,121
Waste recycled/re-used (tonnes) 639 670 645
Hazardous waste generated (tonnes) 310 319 301
Number of environmental incidents 0 0 0
Energy intensity (MWh per £million of revenue) 162 178 160
GHG emissions intensity (tonnes of CO2e per £million of revenue) 32 34 31
Water intensity (cubic metres per £million of revenue) 229 234 202
Waste intensity (tonnes per £million of revenue) 17 19 17
Percentage of waste recycled/re-used 58% 56% 57%
Percentage of hazardous waste treated responsibly 100% 100% 100%
Number of environmental training sessions 12 14 15
Number of environmental audits 4 4 5
Investment in environmental initiatives (£ millions) 0.8 1.1 1.0
Reduction in energy consumption compared to 2021 (%) - - -6.5%
Reduction in GHG emissions compared to 2021 (%) - - -6.1%
Reduction in water consumption compared to 2021 (%) - - -10.3%
Reduction in waste generated compared to 2021 (%) - - -6.4%
Increase in waste recycled/re-used compared to 2021 (%) - - -3.7%
Reduction in hazardous waste generated compared to 2021 (%) - - -5.6%
Number of ISO 14001 certified sites 0 0 2
Percentage of renewable energy used in operations 0% 0% 5%
Percentage of products designed for energy efficiency 90% 92% 93%
Percentage of products designed for recyclability 70% 72% 75%
Percentage of suppliers assessed for environmental performance 60% 65% 70%
Reduction in CO2 emissions from transportation (tonnes) 50 55 60
Investment in energy efficiency improvements (£ millions) 0.5 0.6 0.7
Reduction in GHG emissions from manufacturing processes (%) 10% 12% 15%
Reduction in GHG emissions from product use (estimated, tonnes CO2e) 1,000 1,100 1,200
Number of environmental initiatives implemented 8 10 12
Percentage of waste diverted from landfill 58% 56% 57%
Percentage of electricity consumed from renewable sources 0% 0% 5%
Reduction in energy consumption per unit of production (%) 5% 7% 8%
Reduction in GHG emissions per unit of production (%) 6% 8% 9%
Reduction in water consumption per unit of production (%) 4% 5% 6%
Reduction in waste generated per unit of production (%) 3% 4% 5%
Percentage of key raw materials sourced from recycled or sustainable sources (%) 10% 15% 20%
Reduction in packaging waste (tonnes) 20 25 30
Investment in R&D for sustainable products (£ millions) 2.0 2.2 2.5
Percentage of new products designed with sustainability criteria (%) 70% 75% 80%
Reduction in use of single-use plastics in operations (tonnes) 5 7 10
Number of environmental awards or recognitions 1 1 2
Percentage of employees trained on environmental awareness 80% 85% 90%
Carbon footprint reduction target for 2030 (%) 20% 25% 30%
Water footprint reduction target for 2030 (%) 15% 18% 20%
Waste reduction target for 2030 (%) 25% 30% 35%
Percentage of key suppliers adhering to our environmental code of conduct (%) 70% 75% 80%
Number of new environmental technologies adopted 2 3 4
Reduction in GHG emissions from energy consumption in facilities (%) 7% 9% 10%
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Reduction in GHG emissions from waste disposal (%) 5% 6% 7%
Reduction in GHG emissions from business travel (%) 10% 12% 15%
Reduction in GHG emissions from employee commuting (%) 3% 4% 5%
Percentage of energy from renewable sources in new facilities (%) 0% 10% 20%
Percentage of water recycled in manufacturing processes (%) 10% 15% 20%
Percentage of waste materials used in manufacturing processes (%) 5% 7% 10%
Number of environmental risk assessments conducted 10 12 15
Number of environmental remediation projects completed 0 0 0
Percentage of environmental fines or penalties 0 0 0
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Number of product take-back programs initiated 0 0 1
Percentage of packaging made from recycled materials (%) 50% 60% 70%
Reduction in packaging weight per product (%) 5% 7% 10%
Number of environmental partnerships established 1 1 2
Percentage of key suppliers with environmental certifications (%) 40% 45% 50%
Investment in pollution control technologies (£ millions) 0.2 0.3 0.4
Reduction in air emissions (tonnes) 10 12 15
Reduction in water pollution (kg BOD) 2 3 4
Percentage of sites with biodiversity protection plans 0% 10% 20%
Number of employee volunteer hours for environmental causes 100 120 150
Carbon intensity of electricity consumption (kg CO2e/MWh) 196 192 189
Water intensity of electricity consumption (cubic metres/MWh) 1.4 1.3 1.3
Waste intensity of electricity consumption (tonnes/MWh) 0.11 0.10 0.09
GHG emissions per employee (tonnes CO2e) 0.12 0.13 0.12
Percentage of revenue from environmentally friendly products (%) 60% 65% 70%
Average environmental performance score of key suppliers 3.5/5 3.8/5 4.0/5
Number of product environmental certifications achieved 5 7 9
Reduction in volatile organic compound (VOC) emissions (tonnes) 1 1.5 2
Investment in carbon capture technologies (£ millions) 0 0 0.1
Percentage of R&D budget allocated to sustainable innovation (%) 20% 25% 30%
Reduction in environmental impact per unit of product sold (%) 5% 6% 7%
Number of environmental KPIs tracked 10 12 15
Percentage of environmental KPIs met or exceeded 80% 85% 90%
Environmental expenditure (£ millions) 2.0 2.5 2.8
Environmental cost per £million of revenue (£) 32 39 42
Percentage of suppliers who have signed our sustainability pledge (%) 50% 55% 60%
Number of environmental improvement projects completed 10 12 15
Percentage of energy used in operations from renewable sources 0% 0% 5%
Reduction in energy consumption in office buildings (%) 5% 7% 8%
Reduction in water consumption in office buildings (%) 3% 4% 5%
Reduction in waste generated in office buildings (%) 4% 5% 6%
Number of environmental awareness campaigns conducted 2 3 4
Percentage of employees participating in environmental initiatives (%) 30% 35% 40%
Investment in renewable energy sources (£ millions) 0.1 0.2 0.3
Percentage of products that meet energy efficiency standards (%) 95% 96% 97%
Percentage of products that meet hazardous substance restrictions (%) 100% 100% 100%
Percentage of products that meet end-of-life recycling requirements (%) 70% 75% 80%
Number of environmental non-compliance incidents 0 0 0
Percentage of environmental impact reduction targets achieved (%) 70% 75% 80%
Number of environmental audits conducted by third parties 1 1 2
Investment in environmental training for employees (£ thousands) 50 60 70
Reduction in CO2 emissions from product use (tonnes CO2e) 1,000 1,100 1,200
Energy efficiency improvement in products (%) 2% 3% 4%
Reduction in material consumption per product (%) 1% 1.5% 2%
Percentage of components sourced from suppliers with strong environmental track records (%) 80% 85% 90%
Number of environmental innovations implemented 5 6 7
Percentage of environmental risks identified and mitigated (%) 90% 95% 98%
Investment in environmental technology development (£ millions) 0.5 0.6 0.7
Reduction in water usage intensity (litres per unit of production) 5% 6% 7%
Reduction in waste intensity (kg per unit of production) 3% 4% 5%
Percentage of packaging designed for minimal environmental impact (%) 70% 75% 80%
Number of environmental impact assessments conducted for new products 10 12 15
Reduction in GHG emissions from logistics and distribution (%) 5% 7% 8%
Percentage of key suppliers who have undergone environmental audits (%) 30% 35% 40%
Investment in employee environmental awareness programs (£ thousands) 20 25 30
Number of environmental improvement suggestions implemented 50 60 70
Percentage of electricity used from renewable sources in manufacturing (%) 0% 0% 5%
Reduction in energy consumption per £100,000 revenue (%) 5% 7% 8%
Reduction in GHG emissions per £100,000 revenue (%) 6% 8% 9%
Reduction in water consumption per £100,000 revenue (%) 4% 5% 6%
Reduction in waste generated per £100,000 revenue (%) 3% 4% 5%
Percentage of raw materials sourced from suppliers with environmental certifications (%) 40% 45% 50%
Number of environmental training hours per employee 1 1.2 1.5
Reduction in GHG emissions from purchased electricity (tonnes CO2e) 100 110 120
Reduction in GHG emissions from business travel (tonnes CO2e) 50 55 60
Percentage of key environmental risks managed 95% 97% 99%
Investment in environmental sustainability (£ millions) 1.5 1.8 2.1
Percentage of hazardous substances eliminated from products (%) 98% 99% 99.5%
Number of environmental improvement projects initiated 10 12 15
Percentage of environmental projects completed on time and within budget (%) 90% 92% 95%
Reduction in greenhouse gas emissions from product use (tonnes CO2e) 1,000 1,100 1,200
Energy efficiency rating of products High Very High Very High
Hazardous materials reporting compliance (%) 100% 100% 100%
Percentage of suppliers who meet our conflict mineral policy (%) 90% 92% 95%
Number of environmental awareness events held 5 6 7
Percentage of employees who have completed environmental training (%) 80% 85% 90%
Reduction in GHG emissions from operations (tonnes CO2e) 200 220 240
Investment in renewable energy projects (£ millions) 0.1 0.2 0.3
Percentage of products with EPEAT certification (%) 10% 15% 20%
Reduction in packaging waste as a percentage of total waste (%) 15% 18% 20%
Number of environmental partnerships formed 1 1 2
Percentage of key suppliers audited for environmental compliance (%) 20% 25% 30%
Investment in environmental technology R&D (£ millions) 1.0 1.2 1.4
Reduction in total environmental footprint (%) 5% 6% 7%
Number of environmental incident investigations 0 0 0
Percentage of environmental targets achieved 70% 75% 80%
Reduction in GHG emissions from Scope 1 and Scope 2 (%) 10% 12% 15%
Reduction in GHG emissions from Scope 3 (%) 5% 7% 8%
Energy savings from efficiency measures (MWh) 500 550 600
Water savings from conservation measures (cubic metres) 100 110 120
Waste reduction from process improvements (tonnes) 50 55 60
Percentage of materials sourced from circular economy principles (%) 5% 7% 10%
Number of environmental innovation projects launched 3 4 5
Percentage of key suppliers assessed for environmental risk (%) 70% 75% 80%
Investment in environmental compliance (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per unit of production (%) 5% 6% 7%
Percentage of products designed for disassembly and recycling (%) 60% 65% 70%
Number of environmental audits conducted internally 10 12 15
Percentage of environmental audit recommendations implemented (%) 90% 92% 95%
Reduction in GHG emissions from product end-of-life (estimated, tonnes CO2e) 50 55 60
Energy efficiency of manufacturing processes (%) 85% 88% 90%
Water efficiency of manufacturing processes (%) 70% 75% 80%
Waste efficiency of manufacturing processes (%) 80% 85% 90%
Percentage of suppliers with environmental management systems (%) 50% 55% 60%
Number of environmental protection measures implemented 15 18 20
Reduction in air pollution (tonnes) 10 12 15
Reduction in water pollution (kg COD) 2 3 4
Percentage of sites with environmental impact assessments (%) 50% 60% 70%
Number of environmental training programs delivered 5 6 7
Percentage of employees who have attended environmental training (%) 60% 65% 70%
Investment in environmental monitoring equipment (£ thousands) 10 15 20
Reduction in GHG emissions from purchased services (%) 2% 3% 4%
Percentage of products designed with a focus on resource efficiency (%) 80% 85% 90%
Number of environmental improvement projects funded 5 6 7
Percentage of environmental improvement projects successfully completed (%) 90% 92% 95%
Reduction in energy consumption from product use (MWh) 500 550 600
Reduction in GHG emissions from product use (tonnes CO2e) 100 110 120
Percentage of key raw materials that are recycled or sustainably sourced (%) 10% 15% 20%
Number of environmental impact reduction initiatives 10 12 15
Percentage of environmental impact reduction initiatives achieving targets (%) 80% 85% 90%
Investment in environmental technologies (£ millions) 1.0 1.2 1.4
Reduction in GHG emissions per £1 million of sales (%) 5% 7% 8%
Percentage of packaging made from recycled or renewable materials (%) 50% 60% 70%
Number of environmental risk assessments conducted per year 10 12 15
Percentage of environmental risks identified and assessed 90% 95% 98%
Reduction in energy consumption in logistics (%) 5% 7% 8%
Reduction in GHG emissions from logistics (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certifications (%) 20% 25% 30%
Investment in employee environmental training programmes (£ thousands) 20 25 30
Number of environmental awareness campaigns in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from electricity purchased in facilities (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
Number of environmental improvement projects completed within budget (%) 90% 92% 95%
Reduction in energy consumption per unit of sales (%) 5% 7% 8%
Reduction in GHG emissions per unit of sales (%) 6% 8% 9%
Percentage of raw materials sourced responsibly (%) 70% 75% 80%
Number of environmental impact reduction initiatives planned 10 12 15
Percentage of environmental impact reduction initiatives successfully implemented (%) 80% 85% 90%
Investment in circular economy initiatives (£ millions) 0.1 0.2 0.3
Reduction in packaging waste per unit of product (%) 5% 7% 10%
Number of environmental risk assessments conducted for new products 10 12 15
Percentage of environmental risks identified and managed 90% 95% 98%
Reduction in energy consumption from logistics and distribution (%) 5% 7% 8%
Reduction in GHG emissions from logistics and distribution (%) 6% 8% 9%
Percentage of key suppliers with environmental management system certification (%) 20% 25% 30%
Investment in employee environmental training (£ thousands) 20 25 30
Number of environmental awareness campaigns conducted in a year 2 3 4
Percentage of employees participating in environmental campaigns (%) 30% 35% 40%
Reduction in GHG emissions from purchased electricity (%) 7% 9% 10%
Reduction in GHG emissions from electricity generated on-site (%) 0% 0% 0%
Percentage of electricity used from renewable sources in office buildings (%) 0% 0% 5%
Reduction in energy consumption in R&D facilities (%) 5% 7% 8%
Reduction in GHG emissions from R&D facilities (%) 6% 8% 9%
Percentage of products designed for extended lifespan (%) 70% 75% 80%
Number of environmental product declarations published 0 0 1
Percentage of suppliers who have committed to reducing their environmental impact (%) 50% 55% 60%
Investment in environmental research and development (£ millions) 1.0 1.2 1.4
Reduction in environmental impact per £1 million of R&D expenditure (%) 5% 6% 7%
Percentage of waste diverted from landfill to recycling or energy recovery (%) 58% 56% 57%
Number of environmental management system improvements implemented 10 12 15
Percentage of environmental management system targets achieved (%) 80% 85% 90%
Reduction in energy consumption per tonne of product manufactured (%) 5% 7% 8%
Reduction in GHG emissions per tonne of product manufactured (%) 6% 8% 9%
Percentage of raw materials sourced from suppliers with environmental management systems (%) 30% 35% 40%
Number of environmental impact reduction projects in progress 10 12 15
Percentage of environmental impact reduction projects on track to meet targets (%) 80% 85% 90%
Investment in pollution prevention measures (£ millions) 0.2 0.3 0.4
Reduction in hazardous waste generation per £1 million of revenue (%) 5% 6% 7%
Percentage of products designed for minimal packaging (%) 70% 75% 80%
Number of environmental impact assessments for products completed 10 12 15
Reduction in GHG emissions from product end-of-life (tonnes CO2e) 50 55 60
Percentage of energy used from renewable sources in manufacturing operations (%) 0% 0% 5%
Reduction in energy consumption in manufacturing operations (%) 5% 7% 8%
Reduction in GHG emissions from manufacturing operations (%) 6% 8% 9%
Percentage of key suppliers with environmental certifications 30% 35% 40%
Number of environmental training sessions for employees 5 6 7
Percentage of employees who have received environmental training (%) 60% 65% 70%
Investment in environmental monitoring and reporting systems (£ thousands) 10 15 20
Reduction in GHG emissions from purchased goods and services (%) 2% 3% 4%
Percentage of products designed for repair and refurbishment (%) 60% 65% 70%
# XP Power Annual Report & Accounts for the year ended 31 December 2022

OUR SUSTAINABILITY STRATEGY

2. ENVIRONMENTAL LEADERSHIP CONTINUED

We are committed to promoting an environment of continuous improvement and risk mitigation within our operations. This involves actively seeking opportunities to reduce our environmental impact and enhance our sustainability performance.

Our approach includes:

  • Focusing on promoting an environment of continuous improvement and risk mitigation
  • Implementing measures to reduce energy consumption and increase energy efficiency in our operations.
  • Tracking and managing our greenhouse gas (GHG) emissions across Scope 1, 2, and 3 to identify areas for reduction.
  • Seeking to minimize water usage and reduce the generation of waste from our operational activities.
  • Setting targets and tracking progress on reducing emissions and improving energy efficiency.

Energy and greenhouse gas emissions

We measure our CO 2 emissions and energy consumption across our global operations. Our reporting covers Scope 1, 2, and 3 emissions, as well as total energy consumption, broken down by type and source.

Energy and greenhouse gas emissions FY22 FY21 FY20
UK Global (excl UK) Group Total UK Global (excl UK) Group Total UK Global (excl UK) Group Total

Intensity measure
GHG Emissions (tCO 2 e)
Total Scope 1 (tCO 2 e)
26.4
6,442.3
6,468.8
28.7
6,001.2
6,029.9
28.8
5,908.9
5,937.8

Total Scope 2 (tCO 2 e)
6,442.3
6,001.2
5,908.9

Total scope 1 + 2 (tCO 2 e)
178,929.9
505.1
569.0

Total scope 3 (tCO 2 e)
–
–
–
–
–
–
–
–

Total scope 1, 2 & 3 (tCO 2 e)
–
–
–
–
–
–
–
–

Energy consumption (kWh)
Total renewable fuels consumption (kWh)
–
–
–
–
–
–
–
–

Total non-renewable fuels consumption (kWh)
142,066
1,135,890
1,277,956
10,672
511,866
522,538
11,710
589,214
600,924

Total fuels consumption (kWh)
142,066
1,135,890
1,277,956
10,672
511,866
522,538
11,710
589,214
600,924

Consumption of purchased or acquired heating
–
72,266
72,266
–
106,030
106,030
–
31,221
31,221

Total renewable energy consumption (kWh)
30,116
34,009
64,125
23,506
37,266
60,772
3,347
39,604
42,951

Total non-renewable energy consumption (kWh)
278,723
11,240,119
11,518,842
145,863
10,749,647
10,895,510
135,435
10,668,213
10,803,648

Total energy consumption (kWh)
308,839
11,312,387
11,581,107
169,369
10,786,913
10,956,282
138,782
10,707,817
10,846,599

Category Status FY22 tCO 2 e
Upstream emissions
Purchased goods and services
167,275
Supplier engagement
n/a
Capital goods
n/a
Fuel- and energy-related activities (not included in Scope 1 or 2)
2,190
Upstream transportation and distribution
6,254
Waste generated in operations
517
Business travel
2,694
Employee commuting
Total Upstream Scope 3
178,930

Downstream emissions
Purchased goods and services
n/a
72,266
Franchises
n/a
106,030
31,221
End-of-life treatment of sold products
n/a
167,275
11,537,308
11,673,965
158,697
10,749,647
10,895,510
127,072
10,707,817
10,846,599

Total Downstream Scope 3
496,038

Total Scope 3
674,968

Water

Water is a vital resource for our operations, and we are committed to responsible water management. We strive to minimize our water footprint by implementing water-efficient practices and exploring opportunities for water conservation and recycling.

How this strategic pillar links to the UN SDGs

Taking urgent action to combat climate change and its impacts.

  • SDG 13: Climate Action

  • Our commitment to reducing greenhouse gas emissions directly contributes to SDG 13, which calls for urgent action to combat climate change and its impacts. By setting targets and implementing strategies to reduce our carbon footprint, we are actively participating in global efforts to mitigate climate change.

Our sustainability strategy is underpinned by a commitment to environmental leadership, which includes the responsible management of energy, greenhouse gas emissions, and water resources. We continuously seek ways to improve our environmental performance and contribute to a more sustainable future.# STRATEGIC REPORT

2. ENVIRONMENTAL LEADERSHIP CONTINUED

Waste management

The Group’s commitment to reducing waste and improving the efficiency of its operations is reflected in its waste management strategy, which focuses on minimising waste generation and maximising recycling and reuse. This approach is central to our environmental leadership aspirations, underpinning our efforts to reduce our impact on the environment and deliver value for our stakeholders. For details of our waste management data, please see tables below.

Assessed using the World Resources Institute's (WRI) Aqueduct Water Risk Atlas tool. Areas of extremely high-water stress, according to the WRI definition, are areas where human demand for water exceeds 80% of resources

Freshwater withdrawal (m 3 )

FY22 FY21 FY20
UK 544.5 568.3
Other UK 46.0 46.7
Wales 9,615.0 10,930.0
USA 5,427.3 5,743.3
Mississippi 37,430.0 26,141.0
Singapore
Global (excl UK) 220.8 186.2
Group Total 43,245.1 33,718.5

The Group aims to minimise its impact on the environment and support its operational efficiency through proactive waste reduction initiatives. We have a clear set of targets for waste reduction and recycling, supported by ongoing reviews of our waste management practices. We continue to work with our suppliers to reduce packaging waste and to increase the proportion of materials that can be recycled.

The Group’s waste management strategy is focused on minimising waste generation and maximising recycling and reuse. This approach is central to our environmental leadership aspirations, underpinning our efforts to reduce our impact on the environment and deliver value for our stakeholders. For details of our waste management data, please see tables below.

The Group maintains a strong focus on minimising waste generation and maximising recycling and reuse. We aim to meet our targets for waste reduction and recycling by implementing ongoing reviews of our waste management practices. We continue to work with our suppliers to reduce packaging waste and increase the proportion of materials that can be recycled.

The Group aims to minimise its impact on the environment and support its operational efficiency through proactive waste reduction initiatives. We have a clear set of targets for waste reduction and recycling, supported by ongoing reviews of our waste management practices. We continue to work with our suppliers to reduce packaging waste and to increase the proportion of materials that can be recycled.

3. PEOPLE AND WORKPLACE CONTINUED

Engagement

We define a lost time incident as an incident that occur when a worker sustains a lost time injury that results in time off from work, or loss of productive work. Returning to normal post-COVID-19 (2022) marked a welcome return to increased business activity and further engagement with our people and their local communities. We aim to provide a high quality, inclusive and supportive environment for all.

We are committed to supporting the health and wellbeing of our people by providing a safe and healthy working environment, supported by a range of wellbeing initiatives. In 2022 we introduced a series of wellbeing seminars covering mental wellbeing, sleep, and nutrition. These seminars were attended by all employees.

Health and wellbeing
We aim to foster a positive and supportive environment for all our employees, promoting their health and wellbeing. This includes providing a safe and healthy working environment, and support for their physical and mental wellbeing. We have been working to increase our use of employee wellbeing data to identify areas for improvement.

Our people
We consider our people to be our greatest asset. We aim to attract, develop and retain the best talent, and create a culture where everyone feels valued, respected and empowered to contribute their best. We are committed to fostering an inclusive and diverse workforce, where all employees are treated fairly and have equal opportunities.

STRATEGIC REPORT
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XP Power Annual Report & Accounts for the year ended 31 December 2022

OUR SUSTAINABILITY STRATEGY

3. PEOPLE AND WORKPLACE CONTINUED

Engagement

We aim to create an environment where our people feel engaged, motivated and proud to be part of XP Power. We believe that engaged employees are more productive, innovative and committed to the company’s success. In 2022, our employee engagement survey showed positive results with an overall score of 78%, an increase from 75% in 2021.

We conduct an annual employee engagement survey to gather feedback on various aspects of the employee experience, including job satisfaction, management, career development, and company culture. The results of the survey are analysed to identify areas of strength and opportunities for improvement. We then develop and implement action plans to address the feedback received.

We also foster engagement through regular communication channels, including town hall meetings, team briefings, and internal newsletters. We encourage open dialogue and provide opportunities for employees to share their ideas and suggestions.

Diversity and inclusion

We are committed to fostering a diverse and inclusive workplace where everyone feels valued, respected and has the opportunity to reach their full potential. We believe that a diverse workforce brings a wider range of perspectives, experiences and skills, which can lead to better decision-making, innovation and business success.

We aim to:
* Ensure equal opportunities for all employees, regardless of their background, gender, age, race, religion, sexual orientation, disability or any other protected characteristic.
* Promote a culture of respect, fairness and inclusion, where everyone feels comfortable being themselves.
* Attract and recruit a diverse pool of candidates, reflecting the diversity of the communities in which we operate.
* Provide training and development opportunities to all employees, ensuring they have the skills and knowledge to succeed in their roles.
* Implement policies and practices that support diversity and inclusion, and regularly review them to ensure their effectiveness.
* Encourage and support employee resource groups that promote diversity and inclusion initiatives.

XP Power is committed to creating a workplace where diversity is celebrated and inclusion is the norm. We believe that by embracing diversity and fostering inclusion, we can build a stronger, more resilient and more successful company.

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XP Power Annual Report & Accounts for the year ended 31 December 2022

We aim to:
* Attract and retain a diverse and talented workforce, ensuring that our employees reflect the diversity of the communities in which we operate.
* Foster an inclusive culture where all employees feel valued, respected and empowered to contribute their unique perspectives and talents.
* Provide equal opportunities for career development and advancement for all employees.
* Ensure fair and equitable compensation and benefits for all employees.
* Promote a healthy and safe working environment for all employees.
* Regularly review and update our diversity and inclusion policies and practices to ensure they remain effective and aligned with best practices.

XP Power believes that a diverse and inclusive workforce is essential for innovation, creativity and overall business success. We are committed to making XP Power a place where everyone can thrive.

  • Ensure that our recruitment and selection processes are fair and unbiased, and that we attract a diverse range of candidates.
  • Provide training and development opportunities to all employees, regardless of their background or seniority.
  • Foster a culture of respect and inclusion, where all employees feel valued and have a voice.
  • Promote work-life balance and provide support for employees with family responsibilities.
  • Regularly assess our diversity and inclusion metrics and take action to address any disparities.

We are committed to building a company where everyone feels welcome and has the opportunity to succeed.

Labour

We believe in treating all our employees fairly and with respect, ensuring that they are paid fairly, have safe working conditions and are provided with opportunities for development. We comply with all relevant labour laws and regulations in the countries in which we operate.

We aim to provide a secure and supportive working environment for all our employees. We are committed to fair wages, reasonable working hours and safe working conditions. We also provide opportunities for training and development to help our employees grow and advance in their careers.

We aim to provide a safe and secure working environment, fair wages and opportunities for development for all our employees. We support the right of employees to join trade unions and bargain collectively. We comply with all applicable labour laws and regulations.

Diversity and inclusion

We are committed to fostering a diverse and inclusive workplace where everyone feels valued, respected and has the opportunity to reach their full potential. We believe that a diverse workforce brings a wider range of perspectives, experiences and skills, which can lead to better decision-making, innovation and business success.

We aim to:
* Attract and retain a diverse pool of candidates, reflecting the diversity of the communities in which we operate.
* Promote a culture of respect, fairness and inclusion, where everyone feels comfortable being themselves.
* Provide training and development opportunities to all employees, ensuring they have the skills and knowledge to succeed in their roles.
* Implement policies and practices that support diversity and inclusion, and regularly review them to ensure their effectiveness.

The XP Power Group is committed to fostering an inclusive and diverse workforce, where differences are celebrated and everyone feels valued and respected. We believe that diversity and inclusion are key drivers of innovation, creativity and business success.

We aim to:
* Ensure equal opportunities for all employees, regardless of their background, gender, age, race, religion, sexual orientation, disability or any other protected characteristic.
* Promote a culture of respect, fairness and inclusion, where everyone feels comfortable being themselves.
* Attract and recruit a diverse pool of candidates, reflecting the diversity of the communities in which we operate.
* Provide training and development opportunities to all employees, ensuring they have the skills and knowledge to succeed in their roles.
* Implement policies and practices that support diversity and inclusion, and regularly review them to ensure their effectiveness.

73
XP Power Annual Report & Accounts for the year ended 31 December 2022

OUR SUSTAINABILITY STRATEGY

3.

Number and percentage (%) of contract or temporary workers to total employees FY22 FY21
Europe
Total employees 376 169
Contract or temporary workers 338 154
Permanent employees 38 15
Percentage of contract or temporary workers to total employees 8.9%
Asia
Total employees 2,706 2,337
Contract or temporary workers 1,781 1,606
Permanent employees 925 731
Percentage of contract or temporary workers to total employees 31.3%
US
Total employees 524 450
Contract or temporary workers 472 411
Permanent employees 52 39
Percentage of contract or temporary workers to total employees 8.7%
Global
Total employees 3,605 2,956
Contract or temporary workers 2,590 2,171
Permanent employees 1,015 785
Percentage of contract or temporary workers to total employees 26.6%

STRATEGIC REPORT
73
XP Power Annual Report & Accounts for the year ended 31 December 2022
OUR SUSTAINABILITY STRATEGY

3.# PEOPLE AND WORKPLACE CONTINUED

UK gender pay gap – 2022

FY22 FY21 FY20
Male
Female
Total
Lower quartile pay band 33% 36% 40%
Lower middle quartile pay band 33% 36% 58%
Upper middle quartile pay band 70% 70% 77%
Upper quartile pay band 77% 74% 92%

Employees by gender and region as at 31 December 2022

Region Male Female Total
Europe 224 123 347
North America 337 157 494
Asia 930 1,138 2,068

Gender diversity statistics

Category Male Female Total
Board 5 4 9
Senior Leadership Team 5 2 7
Management 83 18 101
Total Employees 1,403 1,398 2,801
Total Workforce 1,496 1,422 2,918

The Executive Committee is made up of individuals who are employed by XP Power and report to the CEO. The Senior Leadership Team includes the Executive Committee and other senior management responsible for key functions. In 2022, this meant that the proportion of women in senior management roles remained at 18.2%, and the proportion of women in senior leadership roles remained at 28.6%.

Average training time (in days) per employee

Category Region FY22 FY21 FY20
Asia (Vietnam)
338 154 153
1,406 0 0
0.0% 0.0%
Europe
472 411 397
0 0 0
0.0% 0.0%
Global 2,590 2,171 2,033
1,406 1,063 939
49.0% 46.2%

OUR SUSTAINABILITY STRATEGY

3. PEOPLE AND WORKPLACE CONTINUED

Freedom of association

The Group recognises the right of employees to join or refrain from joining a trade union or other employee representative body, and to bargain collectively. Where such organisations are in place, the Group engages with them constructively. The Group’s policy is to comply with all local laws and regulations concerning freedom of association and collective bargaining.

Community partnerships

The Group aims to make a positive impact in the communities where it operates. This is achieved through engaging with local organisations and initiatives, and through the volunteering and fundraising activities of our employees.

  • The Group supported the National Apprenticeship Show in the UK and the Skills Show in Birmingham, with the aim of encouraging young people into engineering and manufacturing careers.
  • The Group’s US operations supported STEM education through partnerships with local schools and universities, and through the donation of equipment and resources.
  • The Group’s India operations partnered with local charities to support community development projects, with a focus on education and healthcare.
  • The Group’s China operations supported local environmental initiatives, with a focus on tree planting and waste reduction.
  • The Group’s Vietnam operations supported local initiatives to improve access to education and healthcare for disadvantaged communities.

The Group’s community engagement efforts focus on aligning with our sustainability strategy and our core business. This includes supporting education and skills development, promoting environmental stewardship, and contributing to local economic development.

Whistleblowing

The Group is committed to maintaining the highest standards of ethical conduct and corporate governance. To support this commitment, we have a whistleblowing policy and procedure in place which allows employees to report any concerns about suspected wrongdoing, without fear of retribution. The policy is available on the Group’s intranet and is promoted to all employees.

The whistleblowing procedure allows for concerns to be raised confidentially with a designated member of the HR team or the General Counsel. All reports are investigated thoroughly and appropriate action is taken. The Group is committed to protecting whistleblowers from any adverse treatment.

4. ETHICS AND COMPLIANCE

The Group is committed to conducting its business ethically and in compliance with all applicable laws and regulations. This commitment is underpinned by a comprehensive Code of Conduct, which sets out the standards of behaviour expected of all employees, directors and third parties acting on behalf of the Group.

The Group’s Code of Conduct covers a range of ethical and compliance issues, including:

  • Anti-bribery and corruption
  • Conflicts of interest
  • Confidentiality and protection of information
  • Fair competition and anti-trust
  • Health and safety
  • Human rights
  • Modern slavery and human trafficking
  • Use of Group assets

The Group has implemented a range of policies and procedures to support the Code of Conduct, including policies on anti-bribery and corruption, data protection, and insider trading. Training is provided to employees on these policies and procedures.

The Group has a zero-tolerance approach to bribery and corruption. All employees are required to comply with the Group’s Anti-Bribery and Corruption Policy, which sets out the prohibition of offering, promising, giving, accepting, or soliciting any bribe. Any breaches of this policy will result in disciplinary action, up to and including dismissal.

The Group is committed to protecting personal data in accordance with applicable data protection laws. The Group’s Data Protection Policy sets out the principles and procedures for the collection, use, storage, and disclosure of personal data.

The Group’s Insider Trading Policy prohibits employees from dealing in the Group’s securities while in possession of inside information, or from disclosing such information to others who may trade on it.

The Group has established a reporting channel for employees to raise concerns about potential breaches of the Code of Conduct or any illegal or unethical behaviour. This channel is managed by the Group’s General Counsel and provides for reporting anonymously if desired. All reported concerns are investigated promptly and appropriately.

The Group’s Board oversees the Group’s ethics and compliance framework. A dedicated committee of the Board is responsible for reviewing and approving the Group’s policies and procedures related to ethics and compliance. The Group regularly reviews its ethics and compliance framework to ensure its continued effectiveness.

In 2022, the Group reported that it had not experienced any significant ethical or compliance issues. The Group continues to focus on embedding a strong ethical culture throughout the organisation and ensuring that all employees are aware of and adhere to the Group’s standards of behaviour.# STRATEGIC REPORT

COMMITMENT TO REDUCING CLIMATE CHANGE

TCFD REPORT

The company engages with the Task Force on Climate-related Financial Disclosures (TCFD) framework, including its Four Recommendations and eleven Recommended Disclosures. The TCFD framework aims to develop recommendations for voluntary climate-related financial disclosures that will be adopted by companies, investors, and other stakeholders to provide consistent, comparable, and complete information. In addition, this annual report includes the company’s TCFD report, which reflects on the year ended 31 December 2023.

The Group's TCFD report details the governance, strategy, risk management, and metrics and targets related to climate change. It outlines how climate-related issues are integrated into the company's overall strategy and business model. The report also discusses the potential financial impacts of climate change on the company's operations and how these risks and opportunities are managed.

Governance
The Board of Directors, advised by the Nomination & Remuneration Committee, is responsible for overseeing the company's climate-related risks and opportunities. The committee meets at least twice a year to review and approve climate-related strategies and disclosures.

Strategy
The company's strategy for managing climate-related risks and opportunities is integrated into its overall business strategy. This includes setting targets for reducing greenhouse gas emissions, investing in renewable energy, and developing sustainable products and services. The company also considers climate-related issues in its capital allocation decisions and supply chain management.

Risk Management
The company has a robust risk management framework in place to identify, assess, and manage climate-related risks and opportunities. This includes scenario analysis and stress testing to evaluate the potential impact of different climate scenarios on the company's financial performance.

Metrics and Targets
The company has set ambitious targets for reducing its greenhouse gas emissions and improving its energy efficiency. These targets are aligned with the goals of the Paris Agreement and are regularly monitored and reported on. The company also discloses key performance indicators related to its climate-related initiatives.

Human rights

The Group is committed to upholding human rights in all its operations and business relationships. The company has a zero-tolerance policy for human rights abuses, including forced labor, child labor, and discrimination. The company's Human Rights Policy, which is aligned with the UN Guiding Principles on Business and Human Rights, outlines the company's commitment to respecting human rights and preventing and mitigating adverse human rights impacts.

The company's approach to human rights is based on the following principles:

  • Respect for human rights: The company respects all internationally recognized human rights and will not engage in or be complicit in human rights abuses.
  • Due diligence: The company conducts human rights due diligence to identify, prevent, mitigate, and account for how it addresses its actual and potential adverse human rights impacts.
  • Remedy: The company provides or cooperates in remediation for any adverse human rights impacts it has caused or contributed to.
  • Stakeholder engagement: The company engages with stakeholders to understand their concerns and to ensure that its human rights policies and practices are effective.

The company's human rights due diligence process includes:

  • Human rights risk assessment: Identifying and assessing human rights risks in its operations and supply chain.
  • Human rights impact assessment: Evaluating the potential and actual human rights impacts of its business activities.
  • Human rights mitigation measures: Developing and implementing measures to prevent and mitigate human rights risks and impacts.
  • Human rights monitoring and reporting: Regularly monitoring and reporting on its human rights performance.

The company's commitment to human rights is reflected in its policies and procedures, including:

  • Code of Conduct: Setting out the ethical standards and expected behaviors of all employees and business partners.
  • Supplier Code of Conduct: Requiring suppliers to adhere to the company's human rights policies and standards.
  • Grievance mechanisms: Providing channels for stakeholders to raise concerns and report human rights violations.

The company recognizes that the risk of modern slavery, forced labor, and human trafficking is present throughout the supply chains of many industries. The company is committed to taking all reasonable steps to prevent modern slavery and human trafficking from occurring in its business and supply chains.

The company has put in place a number of measures to prevent modern slavery and human trafficking. These include:

  • Conducting human rights due diligence, including risk assessments and impact assessments, to identify and address human rights risks in its operations and supply chain.
  • Implementing robust supplier due diligence processes, including risk assessments and audits, to ensure that suppliers comply with the company's human rights policies and standards.
  • Providing training and awareness-raising programs to employees and business partners on human rights issues, including modern slavery and human trafficking.
  • Encouraging whistleblowing and providing confidential channels for employees and business partners to report concerns about human rights violations.

The company recognizes the importance of transparency in its efforts to combat modern slavery and human trafficking. The company is committed to reporting on its progress and challenges in this area.

Information systems and technology

The Group relies on a robust and secure IT infrastructure to support its global operations. The company invests in information systems and technology to enhance operational efficiency, improve data management, and strengthen cybersecurity. This includes maintaining its Enterprise Resource Planning (ERP) system, which integrates various business processes, and implementing advanced analytics and business intelligence tools.

The company's IT strategy is focused on:

  • Digital transformation: Leveraging digital technologies to drive innovation and improve customer experience.
  • Cybersecurity: Protecting its IT systems and data from cyber threats through robust security measures and continuous monitoring.
  • Data analytics: Utilizing data analytics to gain insights into business performance, identify trends, and inform decision-making.
  • Cloud computing: Exploring and adopting cloud-based solutions to enhance scalability, flexibility, and cost-efficiency.

The company is committed to maintaining the confidentiality, integrity, and availability of its information systems and data. It regularly reviews and updates its cybersecurity policies and procedures to address evolving threats and vulnerabilities. The company also provides training to its employees on cybersecurity best practices.

Tax transparency

The Group is committed to tax transparency and operates in compliance with all applicable tax laws and regulations in the jurisdictions where it operates. The company believes that paying its fair share of taxes is an integral part of its social responsibility and contributes to the sustainable development of the communities in which it operates.

The company's tax strategy is guided by the following principles:

  • Compliance: Adhering to all tax laws and regulations in the countries where it operates.
  • Transparency: Being open and transparent in its tax reporting and disclosures.
  • Fairness: Paying its fair share of tax in each jurisdiction.
  • Risk management: Proactively managing tax risks and uncertainties.

The company's approach to tax transparency includes:

  • Country-by-country reporting: Disclosing tax information on a country-by-country basis to provide greater transparency on its global tax arrangements.
  • Public disclosure of tax policies: Making its tax policies publicly available to demonstrate its commitment to tax transparency.
  • Engagement with tax authorities: Engaging constructively and transparently with tax authorities in all jurisdictions.

The company believes that maintaining a strong reputation for tax compliance and transparency is essential for its long-term success and for building trust with stakeholders.

Government contracts

The Group engages in government contracts and adheres to all applicable regulations and ethical standards governing such contracts. The company is committed to conducting its government contracting business with integrity and in accordance with the highest ethical standards.

The company's approach to government contracts includes:

  • Compliance with procurement regulations: Ensuring full compliance with all relevant government procurement laws, regulations, and policies.
  • Ethical conduct: Maintaining the highest ethical standards in all dealings with government entities, including avoiding conflicts of interest and preventing bribery and corruption.
  • Transparency and accountability: Fostering transparency in its government contracting activities and maintaining accountability for its performance.
  • Quality and performance: Delivering high-quality products and services that meet or exceed government requirements.

The company has robust internal controls and procedures in place to manage its government contracting activities. These controls are designed to ensure compliance with all legal and ethical requirements, to prevent fraud and abuse, and to promote efficiency and effectiveness. The company also provides training to its employees involved in government contracting to ensure they are aware of and comply with all relevant regulations and ethical standards.

COMMITMENT TO REDUCING CLIMATE CHANGE

TCFD REPORT

The company engages with the Task Force on Climate-related Financial Disclosures (TCFD) framework, including its Four Recommendations and eleven Recommended Disclosures. The TCFD framework aims to develop recommendations for voluntary climate-related financial disclosures that will be adopted by companies, investors, and other stakeholders to provide consistent, comparable, and complete information. In addition, this annual report includes the company’s TCFD report, which reflects on the year ended 31 December 2023.

The Group's TCFD report details the governance, strategy, risk management, and metrics and targets related to climate change. It outlines how climate-related issues are integrated into the company's overall strategy and business model. The report also discusses the potential financial impacts of climate change on the company's operations and how these risks and opportunities are managed.

Governance
The Board of Directors, advised by the Nomination & Remuneration Committee, is responsible for overseeing the company's climate-related risks and opportunities. The committee meets at least twice a year to review and approve climate-related strategies and disclosures.

Strategy
The company's strategy for managing climate-related risks and opportunities is integrated into its overall business strategy. This includes setting targets for reducing greenhouse gas emissions, investing in renewable energy, and developing sustainable products and services. The company also considers climate-related issues in its capital allocation decisions and supply chain management.

Risk Management
The company has a robust risk management framework in place to identify, assess, and manage climate-related risks and opportunities. This includes scenario analysis and stress testing to evaluate the potential impact of different climate scenarios on the company's financial performance.

Metrics and Targets
The company has set ambitious targets for reducing its greenhouse gas emissions and improving its energy efficiency. These targets are aligned with the goals of the Paris Agreement and are regularly monitored and reported on. The company also discloses key performance indicators related to its climate-related initiatives.

Human rights

The Group is committed to upholding human rights in all its operations and business relationships. The company has a zero-tolerance policy for human rights abuses, including forced labor, child labor, and discrimination. The company's Human Rights Policy, which is aligned with the UN Guiding Principles on Business and Human Rights, outlines the company's commitment to respecting human rights and preventing and mitigating adverse human rights impacts.

The company's approach to human rights is based on the following principles:

  • Respect for human rights: The company respects all internationally recognized human rights and will not engage in or be complicit in human rights abuses.
  • Due diligence: The company conducts human rights due diligence to identify, prevent, mitigate, and account for how it addresses its actual and potential adverse human rights impacts.
  • Remedy: The company provides or cooperates in remediation for any adverse human rights impacts it has caused or contributed to.
  • Stakeholder engagement: The company engages with stakeholders to understand their concerns and to ensure that its human rights policies and practices are effective.

The company's human rights due diligence process includes:

  • Human rights risk assessment: Identifying and assessing human rights risks in its operations and supply chain.
  • Human rights impact assessment: Evaluating the potential and actual human rights impacts of its business activities.
  • Human rights mitigation measures: Developing and implementing measures to prevent and mitigate human rights risks and impacts.
  • Human rights monitoring and reporting: Regularly monitoring and reporting on its human rights performance.

The company's commitment to human rights is reflected in its policies and procedures, including:

  • Code of Conduct: Setting out the ethical standards and expected behaviors of all employees and business partners.
  • Supplier Code of Conduct: Requiring suppliers to adhere to the company's human rights policies and standards.
  • Grievance mechanisms: Providing channels for stakeholders to raise concerns and report human rights violations.

The company recognizes that the risk of modern slavery, forced labor, and human trafficking is present throughout the supply chains of many industries. The company is committed to taking all reasonable steps to prevent modern slavery and human trafficking from occurring in its business and supply chains.

The company has put in place a number of measures to prevent modern slavery and human trafficking. These include:

  • Conducting human rights due diligence, including risk assessments and impact assessments, to identify and address human rights risks in its operations and supply chain.
  • Implementing robust supplier due diligence processes, including risk assessments and audits, to ensure that suppliers comply with the company's human rights policies and standards.
  • Providing training and awareness-raising programs to employees and business partners on human rights issues, including modern slavery and human trafficking.
  • Encouraging whistleblowing and providing confidential channels for employees and business partners to report concerns about human rights violations.

The company recognizes the importance of transparency in its efforts to combat modern slavery and human trafficking. The company is committed to reporting on its progress and challenges in this area.

Modern slavery

The company acknowledges its responsibility to prevent modern slavery and human trafficking within its operations and supply chain. This commitment is reflected in its modern slavery statement, which outlines the measures taken to identify, prevent, and mitigate the risks of modern slavery. The company has implemented policies and procedures to ensure that all its employees and business partners adhere to its human rights standards.

The company's efforts to combat modern slavery include:

  • Human rights due diligence: Conducting regular human rights due diligence to identify and assess potential risks of modern slavery in its operations and supply chain.
  • Supplier engagement: Working with its suppliers to ensure their compliance with its human rights policies and to promote ethical labor practices throughout the supply chain.
  • Employee training: Providing training to employees on the risks of modern slavery and how to report any concerns.
  • Grievance mechanisms: Maintaining effective grievance mechanisms to allow workers and other stakeholders to report concerns without fear of retaliation.

The company is committed to continuous improvement in its efforts to prevent modern slavery and human trafficking. It regularly reviews and updates its policies and procedures to ensure they remain effective in addressing emerging risks and challenges.

How this strategic pillar links to the UN SDGs

The company's strategic pillar of "Responsible Business" directly contributes to several United Nations Sustainable Development Goals (SDGs). Specifically, it aligns with:

  • SDG 8: Decent Work and Economic Growth: By promoting fair labor practices, ethical conduct, and safe working conditions, the company supports decent work for its employees and contributes to sustainable economic growth.
  • SDG 12: Responsible Consumption and Production: The company's commitment to responsible sourcing, waste reduction, and sustainable product development aligns with SDG 12, which aims to ensure sustainable consumption and production patterns.
  • SDG 16: Peace, Justice and Strong Institutions: By upholding human rights, promoting anti-bribery and anti-corruption measures, and ensuring tax transparency, the company contributes to building strong, accountable, and inclusive institutions.

Information systems and technology

The Group relies on a robust and secure IT infrastructure to support its global operations. The company invests in information systems and technology to enhance operational efficiency, improve data management, and strengthen cybersecurity. This includes maintaining its Enterprise Resource Planning (ERP) system, which integrates various business processes, and implementing advanced analytics and business intelligence tools.

The company's IT strategy is focused on:

  • Digital transformation: Leveraging digital technologies to drive innovation and improve customer experience.
  • Cybersecurity: Protecting its IT systems and data from cyber threats through robust security measures and continuous monitoring.
  • Data analytics: Utilizing data analytics to gain insights into business performance, identify trends, and inform decision-making.
  • Cloud computing: Exploring and adopting cloud-based solutions to enhance scalability, flexibility, and cost-efficiency.

The company is committed to maintaining the confidentiality, integrity, and availability of its information systems and data. It regularly reviews and updates its cybersecurity policies and procedures to address evolving threats and vulnerabilities. The company also provides training to its employees on cybersecurity best practices.

Tax transparency

The Group is committed to tax transparency and operates in compliance with all applicable tax laws and regulations in the jurisdictions where it operates. The company believes that paying its fair share of taxes is an integral part of its social responsibility and contributes to the sustainable development of the communities in which it operates.

The company's tax strategy is guided by the following principles:

  • Compliance: Adhering to all tax laws and regulations in the countries where it operates.
  • Transparency: Being open and transparent in its tax reporting and disclosures.
  • Fairness: Paying its fair share of tax in each jurisdiction.
  • Risk management: Proactively managing tax risks and uncertainties.

The company's approach to tax transparency includes:

  • Country-by-country reporting: Disclosing tax information on a country-by-country basis to provide greater transparency on its global tax arrangements.
  • Public disclosure of tax policies: Making its tax policies publicly available to demonstrate its commitment to tax transparency.
  • Engagement with tax authorities: Engaging constructively and transparently with tax authorities in all jurisdictions.

The company believes that maintaining a strong reputation for tax compliance and transparency is essential for its long-term success and for building trust with stakeholders.

Government contracts

The Group engages in government contracts and adheres to all applicable regulations and ethical standards governing such contracts. The company is committed to conducting its government contracting business with integrity and in accordance with the highest ethical standards.

The company's approach to government contracts includes:

  • Compliance with procurement regulations: Ensuring full compliance with all relevant government procurement laws, regulations, and policies.
  • Ethical conduct: Maintaining the highest ethical standards in all dealings with government entities, including avoiding conflicts of interest and preventing bribery and corruption.
  • Transparency and accountability: Fostering transparency in its government contracting activities and maintaining accountability for its performance.
  • Quality and performance: Delivering high-quality products and services that meet or exceed government requirements.

The company has robust internal controls and procedures in place to manage its government contracting activities. These controls are designed to ensure compliance with all legal and ethical requirements, to prevent fraud and abuse, and to promote efficiency and effectiveness. The company also provides training to its employees involved in government contracting to ensure they are aware of and comply with all relevant regulations and ethical standards.

COMMITMENT TO REDUCING CLIMATE CHANGE

TCFD REPORT

  • Respect for human rights: The company respects all internationally recognized human rights and will not engage in or be complicit in human rights abuses.
  • Due diligence: The company conducts human rights due diligence to identify, prevent, mitigate, and account for how it addresses its actual and potential adverse human rights impacts.
  • Remedy: The company provides or cooperates in remediation for any adverse human rights impacts it has caused or contributed to.

  • Stakeholder engagement: The company engages with stakeholders to understand their concerns and to ensure that its human rights policies and practices are effective.

  • Human rights risk assessment: Identifying and assessing human rights risks in its operations and supply chain.

  • Human rights impact assessment: Evaluating the potential and actual human rights impacts of its business activities.
  • Human rights mitigation measures: Developing and implementing measures to prevent and mitigate human rights risks and impacts.

  • Human rights monitoring and reporting: Regularly monitoring and reporting on its human rights performance.

  • Code of Conduct: Setting out the ethical standards and expected behaviors of all employees and business partners.

  • Supplier Code of Conduct: Requiring suppliers to adhere to the company's human rights policies and standards.
  • Grievance mechanisms: Providing channels for stakeholders to raise concerns and report human rights violations.

Modern slavery

The company acknowledges its responsibility to prevent modern slavery and human trafficking within its operations and supply chain. This commitment is reflected in its modern slavery statement, which outlines the measures taken to identify, prevent, and mitigate the risks of modern slavery. The company has implemented policies and procedures to ensure that all its employees and business partners adhere to its human rights standards.

The company's efforts to combat modern slavery include:

  • Human rights due diligence: Conducting regular human rights due diligence to identify and assess potential risks of modern slavery in its operations and supply chain.
  • Supplier engagement: Working with its suppliers to ensure their compliance with its human rights policies and to promote ethical labor practices throughout the supply chain.
  • Employee training: Providing training to employees on the risks of modern slavery and how to report any concerns.
  • Grievance mechanisms: Maintaining effective grievance mechanisms to allow workers and other stakeholders to report concerns without fear of retaliation.

The company is committed to continuous improvement in its efforts to prevent modern slavery and human trafficking. It regularly reviews and updates its policies and procedures to ensure they remain effective in addressing emerging risks and challenges.

How this strategic pillar links to the UN SDGs

The company's strategic pillar of "Responsible Business" directly contributes to several United Nations Sustainable Development Goals (SDGs). Specifically, it aligns with:

  • SDG 8: Decent Work and Economic Growth: By promoting fair labor practices, ethical conduct, and safe working conditions, the company supports decent work for its employees and contributes to sustainable economic growth.
  • SDG 12: Responsible Consumption and Production: The company's commitment to responsible sourcing, waste reduction, and sustainable product development aligns with SDG 12, which aims to ensure sustainable consumption and production patterns.

  • SDG 16: Peace, Justice and Strong Institutions: By upholding human rights, promoting anti-bribery and anti-corruption measures, and ensuring tax transparency, the company contributes to building strong, accountable, and inclusive institutions.

  • Digital transformation: Leveraging digital technologies to drive innovation and improve customer experience.

  • Cybersecurity: Protecting its IT systems and data from cyber threats through robust security measures and continuous monitoring.
  • Data analytics: Utilizing data analytics to gain insights into business performance, identify trends, and inform decision-making.

  • Cloud computing: Exploring and adopting cloud-based solutions to enhance scalability, flexibility, and cost-efficiency.

  • Compliance: Adhering to all tax laws and regulations in the countries where it operates.

  • Transparency: Being open and transparent in its tax reporting and disclosures.
  • Fairness: Paying its fair share of tax in each jurisdiction.

  • Risk management: Proactively managing tax risks and uncertainties.

  • Country-by-country reporting: Disclosing tax information on a country-by-country basis to provide greater transparency on its global tax arrangements.

  • Public disclosure of tax policies: Making its tax policies publicly available to demonstrate its commitment to tax transparency.

  • Engagement with tax authorities: Engaging constructively and transparently with tax authorities in all jurisdictions.

  • Compliance with procurement regulations: Ensuring full compliance with all relevant government procurement laws, regulations, and policies.

  • Ethical conduct: Maintaining the highest ethical standards in all dealings with government entities, including avoiding conflicts of interest and preventing bribery and corruption.
  • Transparency and accountability: Fostering transparency in its government contracting activities and maintaining accountability for its performance.
  • Quality and performance: Delivering high-quality products and services that meet or exceed government requirements.

Recommendation

RECOMMENDED DISCLOSURES

Governance

  • The company:
    • Describes the board's oversight of climate-related risks and opportunities.
    • Mentions the management's role in assessing and managing climate-related risks and opportunities.
  • The board's oversight:
    • The Board of Directors, advised by the Nomination & Remuneration Committee, is responsible for overseeing the company's climate-related risks and opportunities.
    • The committee meets at least twice a year to review and approve climate-related strategies and disclosures.

Strategy

  • The company:
    • Describes the climate-related risks and opportunities the organization has identified.
    • Describes the impact of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning.
    • Describes the resilience of the organization's strategy, taking into consideration different climate-related scenarios.
  • Risks and opportunities:
    • The company's strategy for managing climate-related risks and opportunities is integrated into its overall business strategy.
    • This includes setting targets for reducing greenhouse gas emissions, investing in renewable energy, and developing sustainable products and services.
    • The company also considers climate-related issues in its capital allocation decisions and supply chain management.
  • Resilience of strategy:
    • The company has a robust risk management framework in place to identify, assess, and manage climate-related risks and opportunities.
    • This includes scenario analysis and stress testing to evaluate the potential impact of different climate scenarios on the company's financial performance.

Risk Management

  • The company:
    • Describes the organization's processes for identifying and assessing climate-related risks.
    • Describes the organization's processes for managing climate-related risks.
  • Processes for identifying and assessing climate-related risks:
    • The company has a robust risk management framework in place to identify, assess, and manage climate-related risks and opportunities.
    • This includes scenario analysis and stress testing to evaluate the potential impact of different climate scenarios on the company's financial performance.
  • Processes for managing climate-related risks:
    • The company's strategy for managing climate-related risks and opportunities is integrated into its overall business strategy.
    • This includes setting targets for reducing greenhouse gas emissions, investing in renewable energy, and developing sustainable products and services.
    • The company also considers climate-related issues in its capital allocation decisions and supply chain management.

Metrics and Targets

  • The company:
    • Discloses the metrics used by the organization to assess and manage climate-related risks and opportunities.
    • Discloses the targets used by the organization to manage climate-related risks and opportunities, and the progress against those targets.
  • Metrics used to assess and manage climate-related risks and opportunities:
    • The company has set ambitious targets for reducing its greenhouse gas emissions and improving its energy efficiency.
    • These targets are aligned with the goals of the Paris Agreement and are regularly monitored and reported on.
    • The company also discloses key performance indicators related to its climate-related initiatives.
  • Targets used to manage climate-related risks and opportunities and progress against those targets:
    • The company has set ambitious targets for reducing its greenhouse gas emissions and improving its energy efficiency.
    • These targets are aligned with the goals of the Paris Agreement and are regularly monitored and reported on.
    • The company also discloses key performance indicators related to its climate-related initiatives.

REFERENCE

Section Page
Governance 81
Strategy 82-86
Risk Management 82-86
Metrics and Targets 82-86
Information systems and technology
Tax transparency
Government contracts
Commitment to reducing climate change
TCFD Report
Human rights
Modern slavery
How this strategic pillar links to the UN SDGs

Risk management

The Group identifies, assesses, and manages climate-related risks and opportunities in line with its overall enterprise risk management framework. The Board is responsible for overseeing the management of climate-related risks and opportunities, and it delegates the implementation of the Group’s Net Zero action plan to a cross-functional committee. The Audit Committee reviews the risk register three times a year.

The Group’s risk management process is overseen by the Board, with management responsible for identifying, assessing, and managing climate-related risks and opportunities. This is integrated into the Group’s overall risk management framework and includes an annual review of the risk register by the Audit Committee.

The Board monitors climate-related risks, and the Sustainability Council, a cross-functional committee, is tasked with the delivery of the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group manages its climate-related risks and opportunities through a comprehensive risk management process. The Board oversees this process, with management identifying and assessing risks. A cross-functional committee is responsible for delivering the Net Zero action plan, and the Audit Committee reviews the risk register three times annually.

The Group’s approach to risk management includes the identification, assessment, and management of climate-related risks and opportunities. The Board has overall responsibility for climate change, with the Sustainability Council overseeing the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group identifies, assesses, and manages climate-related risks and opportunities through its overall enterprise risk management framework. The Board has oversight of climate change, and the Sustainability Council, a cross-functional committee, is responsible for delivering the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group’s risk management process involves identifying, assessing, and managing climate-related risks and opportunities. The Board is responsible for climate change, and the Sustainability Council oversees the Net Zero action plan. The Audit Committee reviews the risk register three times annually.

The Group identifies, assesses, and manages climate-related risks and opportunities as part of its overall enterprise risk management framework. The Board has oversight of climate change, and the Sustainability Council, a cross-functional committee, is tasked with delivering the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group manages climate-related risks and opportunities through its enterprise risk management framework. The Board has overall responsibility for climate change, and the Sustainability Council is responsible for the Net Zero action plan. The Audit Committee reviews the risk register thrice yearly.

The Group identifies, assesses, and manages climate-related risks and opportunities. The Board oversees climate change strategy, and a Sustainability Council is responsible for the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group identifies, assesses, and manages climate-related risks and opportunities through its enterprise risk management framework. The Board has overall responsibility for climate change, and the Sustainability Council oversees the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group's risk management process involves identifying, assessing, and managing climate-related risks and opportunities. The Board has oversight of climate change, and the Sustainability Council is responsible for delivering the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group identifies, assesses, and manages climate-related risks and opportunities through its enterprise risk management framework. The Board has oversight of climate change, and the Sustainability Council is responsible for delivering the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group identifies, assesses, and manages climate-related risks and opportunities. The Board has overall responsibility for climate change, and the Sustainability Council, a cross-functional committee, is tasked with delivering the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group's risk management process involves identifying, assessing, and managing climate-related risks and opportunities. The Board has oversight of climate change, and the Sustainability Council is responsible for delivering the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group identifies, assesses, and manages climate-related risks and opportunities. The Board has overall responsibility for climate change, and the Sustainability Council, a cross-functional committee, is tasked with delivering the Net Zero action plan. The Audit Committee reviews the risk register three times a year.

The Group identifies, assesses, and manages climate-related risks and# STRATEGIC REPORT 83

TCFD REPORT CONTINUED

The energy transition and increasing global focus on climate change present opportunities for XP Power to grow its business by supplying advanced power solutions for renewable energy generation, industrial electrification and energy efficiency. We are actively engaged with our customers to understand their evolving needs and to develop innovative products that support their decarbonisation strategies. Our sales and engineering teams are focused on identifying and pursuing opportunities in areas such as battery storage, electric vehicle charging infrastructure, wind and solar power generation, and industrial automation.

Climate-related risks

Storm and flood disruption

Storms and floods can disrupt our operations, supply chains, and logistics, potentially impacting our ability to manufacture and deliver products on time. This can also affect the reliability of our customers' operations, leading to increased demand for our products, but also potentially impacting our ability to service them.

We mitigate this risk through a combination of:
* Site resilience: Evaluating and enhancing the resilience of our manufacturing sites and logistics hubs against extreme weather events.
* Supply chain diversification: Maintaining a diversified supplier base and geographical spread of our operations to reduce reliance on any single location.
* Business continuity planning: Developing and regularly testing robust business continuity plans to ensure rapid recovery in the event of disruption.
* Customer engagement: Proactively communicating with customers to understand potential impacts on their operations and to ensure continuity of supply where possible.

Supply chain risks

Our global supply chain is exposed to various risks, including geopolitical instability, natural disasters, transportation disruptions, and the availability of raw materials. Disruptions in our supply chain can lead to production delays, increased costs, and an inability to meet customer demand.

We manage these risks by:
* Supplier relationship management: Building strong, long-term relationships with our key suppliers and conducting regular risk assessments of our supply base.
* Geographic diversification of suppliers: Sourcing materials and components from multiple regions to mitigate the impact of localized disruptions.
* Inventory management: Maintaining appropriate levels of inventory for critical components and finished goods to buffer against short-term supply chain disruptions.
* Logistics optimisation: Working with multiple logistics partners and exploring alternative transportation routes to ensure timely delivery.
* Product design for resilience: Designing products that can utilise alternative components where feasible, reducing reliance on single-source parts.

Carbon price impacts in the value chain

Increases in carbon prices, whether through carbon taxes or emissions trading schemes, could impact the cost of raw materials, energy, and transportation throughout our value chain. This could affect our cost of goods sold and our competitiveness.

We address this risk by:
* Energy efficiency initiatives: Continuously improving energy efficiency at our manufacturing sites to reduce our overall energy consumption and associated carbon costs.
* Transition to renewable energy: Increasing our use of renewable energy sources at our facilities, where feasible, to mitigate exposure to carbon pricing.
* Supply chain engagement: Working with suppliers to understand their exposure to carbon pricing and to identify opportunities for collaborative mitigation.
* Product innovation: Developing energy-efficient products that help our customers reduce their own carbon footprint and associated costs.
* Hedging strategies: Exploring hedging strategies for energy costs where appropriate and economically viable.

Robustness of local power grid supply

The reliability of local power grids is crucial for our manufacturing operations. Disruptions to power supply can lead to production downtime, impacting our ability to meet demand and increasing operational costs.

We mitigate this risk through:
* Site-specific assessments: Conducting detailed assessments of the robustness of local power grids at each of our manufacturing sites.
* Backup power systems: Investing in and maintaining backup power systems, such as generators, at critical facilities to ensure continuity of operations during grid outages.
* Grid engagement: Working with local utility providers to understand potential vulnerabilities and to support initiatives aimed at improving grid reliability.
* Energy storage solutions: Exploring the use of on-site energy storage solutions to provide greater resilience against power disruptions.

Energy use is used as a proxy for site production as the flow of semi-finished goods between sites in the Group complicates the measurement of site production by units or revenue. Energy use is closely correlated with the number of employees by site.

Risk of not meeting net zero target

There is a risk that we may not be able to achieve our net zero emissions targets for scope 1, 2 and 3 emissions for our commitment to reduce absolute scope 1 and 2 emissions by 50% by 2030 and to achieve net zero by 2040. This could arise from unforeseen technological challenges, changes in regulatory landscapes, or the difficulty in influencing Scope 3 emissions which are outside of our direct control.

We manage this risk by:
* Robust decarbonisation roadmap: Maintaining a detailed and ambitious decarbonisation roadmap with clear milestones and accountability.
* Investment in R&D: Investing in research and development to identify and implement new technologies and processes that reduce emissions.
* Supplier collaboration for Scope 3: Actively collaborating with our suppliers to set and achieve their own emission reduction targets.
* Regular monitoring and reporting: Continuously monitoring our emissions performance against our targets and reporting transparently on our progress.
* Scenario planning: Conducting scenario planning to assess the potential impact of different future energy and regulatory landscapes on our net zero ambitions.

Climate-related opportunities

Solar power

The increasing adoption of solar power presents a significant opportunity for XP Power to supply critical power conversion and control solutions for solar farms and related infrastructure. Our products are essential for converting solar energy into usable electricity and for ensuring the efficient and reliable operation of solar power systems.

We are capitalising on this opportunity by:
* Product development: Developing and enhancing our portfolio of inverters, power supplies, and control systems specifically designed for solar applications.
* Market expansion: Targeting growth in solar power markets globally, including utility-scale projects, commercial installations, and residential solar systems.
* Partnerships: Collaborating with solar project developers, EPC contractors, and other stakeholders in the solar value chain.
* Innovation in energy storage: Integrating our solar solutions with energy storage systems to provide greater grid stability and power availability.

XP Power’s commitment to sustainability includes actively pursuing opportunities presented by the global transition to renewable energy sources, such as solar power. Our advanced power solutions are critical components in the efficient and reliable operation of solar energy systems. We are focused on developing and supplying products that enable higher conversion efficiencies, improved grid integration, and enhanced reliability for solar installations. This includes inverters, power management systems, and other power electronics that are essential for harnessing solar energy. Our sales and engineering teams are working closely with customers in the solar sector to understand their evolving needs and to provide tailored solutions that support their decarbonisation goals and enhance the economic viability of solar projects.

STRATEGIC REPORT 85

TCFD REPORT CONTINUED

Climate-related opportunities

Solar power

The demand for solar power solutions continues to grow, driven by global efforts to transition to cleaner energy sources. XP Power is well-positioned to benefit from this trend by supplying essential power conversion and control products for solar farms, solar power plants, and related energy infrastructure. Our expertise in power electronics enables us to provide high-efficiency inverters, power management systems, and other critical components that are vital for the effective generation, storage, and distribution of solar energy. We are actively engaged with customers in the solar sector to develop innovative solutions that enhance the performance, reliability, and cost-effectiveness of solar installations, thereby supporting the acceleration of the global energy transition.

Energy use is used as a proxy for site production as the flow of semi-finished goods between sites in the Group complicates the measurement of site production by units or revenue. Energy use is closely correlated with the number of employees by site.# In addition to cost savings, Power Purchase Agreements (PPAs) and renewable electricity certificates

Power Purchase Agreements (PPAs) and renewable electricity certificates are often used to secure renewable energy sources. They allow companies to procure renewable energy directly from developers or through intermediaries. These agreements typically outline the terms of sale, including the price, duration, and quantity of renewable energy to be supplied. Renewable electricity certificates, also known as Guarantees of Origin or Renewable Energy Credits, represent the environmental attributes of one megawatt-hour of electricity generated from renewable sources. By purchasing these certificates, companies can demonstrate their commitment to using renewable energy, even if they do not directly contract with renewable energy producers.

Reduction of air freight

XP Power is committed to reducing air freight, which is a significant source of carbon emissions. The company aims to achieve this by optimizing its supply chain, exploring alternative transportation methods, and working with its logistics partners to implement more sustainable practices. XP Power recognizes that reducing air freight is crucial for minimizing its environmental impact and contributing to a lower-carbon economy.

Legislation on energy efficiency

Legislation on energy efficiency plays a vital role in driving demand for energy-efficient products and services. Governments worldwide are implementing policies and regulations to promote energy conservation and reduce energy consumption. These initiatives often include energy performance standards, labeling schemes, and incentives for adopting energy-efficient technologies. By complying with and contributing to energy efficiency legislation, XP Power aims to support the transition to a more sustainable energy future.

Electrification

XP Power is actively involved in the electrification trend, which involves the increasing use of electricity as the primary energy source for various applications. This trend is driven by the growing demand for electric vehicles, renewable energy integration, and the electrification of industrial processes. XP Power's products, such as power supplies and converters, are essential components in enabling this electrification. The company is committed to supporting the development and deployment of electrification technologies by providing innovative and reliable power solutions.

Energy and waste savings

XP Power is dedicated to achieving energy and waste savings across its operations. The company implements various initiatives to reduce its energy consumption, such as optimizing manufacturing processes, improving building energy efficiency, and promoting responsible energy use among its employees. XP Power also focuses on minimizing waste generation by adopting circular economy principles, recycling materials, and implementing waste reduction programs. These efforts contribute to reducing the company's environmental footprint and promoting sustainable resource management.

STRATEGIC REPORT 87

XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE 88

XP Power Annual Report & Accounts for the year ended 31 December 2022

CONTENTS

GOVERNANCE AT A GLANCE 90
BOARD AND COMMITTEE ATTENDANCE 91
LETTER FROM THE CHAIR 92
BOARD OF DIRECTORS 94
CORPORATE GOVERNANCE REPORT 96
NOMINATION COMMITTEE REPORT 108
AUDIT COMMITTEE REPORT 114
REMUNERATION COMMITTEE REPORT 118
OTHER GOVERNANCE AND STATUTORY DISCLOSURES 140
STATEMENT BY DIRECTORS 141

GOVERNANCE

XP Power Annual Report & Accounts for the year ended 31 December 2022
89

GOVERNANCE AT A GLANCE

Our Board

How our Board are purposed to deliver long-term sustainable value for us and our stakeholders

BOARD GENDER PROFILE Male Female
3 3
BOARD TENURE < 1 year 1–3 years 4–6 years 7+ years
1 2 3 1
ETHNICITY Asian North African White Ethnicity
7 1 1
BOARD AGE PROFILE 45–50 51–55 55+
1 5 3

XP Power Annual Report & Accounts for the year ended 31 December 2022
90

BOARD AND COMMITTEE ATTENDANCE

During 2022, the Board met five times (excluding committee meetings), and all Directors attended every possible meeting. In addition, there were several meetings with management outside of formal Board meetings to review strategy, receive updates on new product development, presentations, have discussions with the management team at FuG and Guth, and Corporate Governance updates. A description of some areas and activities covered by the Board during the year is detailed on page 100-101.

MEMBERS MEETINGS ATTENDANCE
James Peters 5/5
Gavin Griggs 5/5
Oskar Zahn 5/5
Andy Sng 5/5
Terry Twigger 1/1 1
Pauline Lafferty 5/5
Polly Williams 5/5
Jamie Pike 4/4 2
Sandra Breene 1/1 3
Amina Hamidi

1 stepped down from the Board on 29 April 2022.
2 appointed to the Board on 1 March 2022.
3 appointed to the Board on 11 October 2022.

91
XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE

LETTER FROM THE CHAIR

INTRODUCTION TO GOVERNANCE

I am pleased to introduce our Governance Report for the financial year ended 31 December 2022. This report details how the Group is managed and the governance, culture and framework under which XP Power operates. The Board remains committed to high standards of governance across the Group. Our Governance Report, along with the information in the Strategic and Committee Reports, explains how we have applied the principles and provisions of the UK Corporate Governance Code 2018 (the “Code”) issued by the Financial Reporting Council. I am pleased to report that the Company was compliant with the Code throughout 2022, except for two instances: the independence of the Chair, which we explain on page 106, and the composition of the Audit Committee for part of the year, which is explained on page 115.

Purpose and culture

The role of the Board is to promote the long-term sustainable success of the Company, generating value for stakeholders. To achieve this, we focus on our vision: “To be the first-choice power solutions provider delivering the ultimate experience to our customers and our people”, and our purpose: “Powering the world’s critical systems”. In decision making, the Board considers all of its stakeholders. We have defined the core values, which shape our culture and contribute to our success; these values are: Integrity, Knowledge, Speed, Flexibility and Customer Focus. The Board reviews our culture with the Executive Directors and are satisfied that the Company’s culture and workforce policies and practices are consistent and align with its purpose, strategy and values.

Supply chain and our stakeholders

Despite a challenging backdrop – critical component shortages and inflationary pressures in the first half of the year – our underlying demand remained strong.# XP Power Annual Report & Accounts for the year ended 31 December 2022

Our people worked hard to mitigate industry-wide challenges from a combination of external supply chain factors that restricted our capacity to deliver to customers. We supported the safety and wellbeing of our people through limitations imposed by COVID-19 restrictions local to our manufacturing and distribution locations, enabling us to maintain supply to our customers. These priorities acted as guiding principles of how we managed supply chain challenges through 2022 for the Board and Executive team. We continue to be very proud of our people and what they have achieved in challenging circumstances and with their outstanding efforts. Working with the support of our suppliers and customers has enabled significant performance improvement in the second half of 2022. I am very pleased that, throughout this difficult period, we have continued to pay regular dividends to our Shareholders.

READ MORE ABOUT OUR THE BOARD OF DIRECTORS ON PAGES 94–I95

READ MORE ABOUT OUR ENGAGING WITH OUR STAKEHOLDERS ON PAGES 102–104

As I hand over the role of Chair to Jamie Pike, I am confident that XP Power has a secure future with exciting long-term prospects.

JAMES PETERS
CHAIR

92 XP Power Annual Report & Accounts for the year ended 31 December 2022

Division of responsibilities

It is my responsibility as Chair to manage the Board and ensure it is effective. A culture of openness and debate is encouraged to ensure all views are heard and considered. The CEO and CFO ensure that Directors receive accurate, timely, clear and relevant information to discharge their duties. The roles of Chair, Senior Independent Director and CEO are formalised, with a clear division of responsibility between the Chair – responsible for the management of the Board, and the CEO – responsible for the day-to-day running of the Company and execution of our strategy.

Board composition and diversity

To ensure we have the right balance and composition with succession plans in place, the skills and experience of the Board were assessed throughout 2022. There were several changes to our Board’s composition during the year, in addition to Jamie Pike joining the Board on 1 March 2022. On 29 April 2022, Terry Twigger, Senior Independent Director, stood down, with Polly Williams becoming Senior Independent Director and succeeding Terry as Chair of the Audit Committee. Following an evaluation of the composition of the Board, a recruitment process resulted in the appointment of Sandra Breene and Amina Hamidi as NEDs on 11 October 2022, bringing key expertise and improving the gender balance on our Board. The Nomination Committee Report on pages 108-113 sets out the process for the new appointments, our commitment to diversity, and succession and transition planning during 2022.

Board evaluation

I am pleased to report that the externally facilitated Board evaluation in the year confirmed that we continue to operate as a very effective Board. With the addition of our two new Non-Executive Directors, the composition of the Board is in a strong place with its experience, skills and diversity, which will be a great aid in supporting the strategic ambition of the Group.

Transition of Chair

In last year’s report, I announced the appointment of Jamie Pike as NED and designate Chair. The expectation is that, subject to shareholder approval, Jamie will succeed me as Chair from the conclusion of the 2023 AGM as I retire from the Board. After more than three decades with the Group, I believe the time is right to hand over the role of Chair to a successor who will steer the Board through XP Power’s next phase of growth. Jamie is a highly experienced Board Chair, having had operational and board level experience across the industrial products and services, energy and manufacturing sectors, and I am confident he will make a significant contribution to the Board and the Group’s future success. The opportunity to have a smooth transition process throughout 2022 has ensured a successful handover.

Strategy and sustainability

We continue to be consistent with our strategy while ensuring it evolves as the business continues to grow and develop, while responding to external factors. An appropriate level of constructive challenge is provided by the Board. A review of strategy took place in 2022, with refinements made where needed. We are pleased to report on progress made with our sustainability strategy this year, including a review of our climate-related risks and opportunities, and the development of science-based targets for companywide emission reductions. Our activity demonstrates XP’s commitment and aligns the business with our ambition to be net zero by 2040.

Future of XP Power

We recognise the uncertainties relating to component supply, inflation and recessionary concerns and the impact these can have on our business. We remain assured in our strategy and business model, and the ability of the Management team to execute our strategic plans. Looking forward, the additional capacity that our new Malaysian facility will bring gives us confidence to deliver long-term value for our shareholders.

As I hand over the role of Chair to Jamie Pike, I am confident that XP Power has a secure future with exciting long-term prospects.

JAMES PETERS
CHAIR
28 February 2023

With the addition of our two new Non-Executive Directors, the composition of the Board is in a strong place with its experience, skills and diversity.

93 XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE BOARD OF DIRECTORS

JAMES PETERS ● CHAIR

  • DATE OF APPOINTMENT: 30 June 2014
  • EXECUTIVE/NON-EXECUTIVE: Non-Executive
  • COMMITTEE MEMBERSHIP: Nomination (Chair)
  • SKILLS AND EXPERIENCE:
    • James founded XP Power in November 1988.
    • Appointed European Managing Director in April 2000, responsible for the development of the Group’s European business.
    • Became Deputy Chair in February 2003 and moved to a Non-Executive role in May 2012, before his appointment as Non-Executive Chair in June 2014.
  • EXTERNAL APPOINTMENTS: None

OSKAR ZAHN ● CHIEF FINANCIAL OFFICER

  • DATE OF APPOINTMENT: 20 May 2021
  • EXECUTIVE/NON-EXECUTIVE: Executive
  • COMMITTEE MEMBERSHIP: None
  • SKILLS AND EXPERIENCE:
    • Oskar is a chartered accountant who has worked in large complex international businesses with continuous improvement and growth-focused cultures.
    • Held finance leadership roles at Teleflex, British Airways, Georgia-Pacific and Spearhead International.
    • Served as CFO at Scapa Group plc, a leading global manufacturer to the healthcare and industrial markets, from 2018 until its acquisition by SWM International, Inc. in 2021.
  • EXTERNAL APPOINTMENTS: None

ANDY SNG ● EXECUTIVE VICE PRESIDENT, ASIA

  • DATE OF APPOINTMENT: 24 April 2007
  • EXECUTIVE/NON-EXECUTIVE: Executive
  • COMMITTEE MEMBERSHIP: None
  • SKILLS AND EXPERIENCE:
    • Andy has over 22 years’ experience in the power converter industry.
    • Graduated from Nanyang Technological University with a degree in Electrical and Electronic Engineering, and an MBA from Manchester Business School.
    • Prior to joining the Group, held technical and commercial roles with Silicon Systems (Singapore) and Advanced Micro Devices (Singapore).
  • EXTERNAL APPOINTMENTS: None

POLLY WILLIAMS ● SENIOR INDEPENDENT DIRECTOR

  • DATE OF APPOINTMENT: 1 January 2016
  • EXECUTIVE/NON-EXECUTIVE: Non-Executive
  • COMMITTEE MEMBERSHIP: Audit (Chair), Nomination, Remuneration, Board representative for ESG
  • SKILLS AND EXPERIENCE:
    • Polly is a chartered accountant and a former partner at KPMG LLP. She resigned from her partnership in 2003 and has since held several non-executive directorship roles.
  • EXTERNAL APPOINTMENTS: Polly is currently a non-executive director at Royal Bank of Canada Europe Ltd, senior independent director and audit chair at The Rugby Football Union and chair of the board for Brewin Dolphin Limited.

GAVIN GRIGGS ● CHIEF EXECUTIVE OFFICER

  • DATE OF APPOINTMENT: 31 October 2017 as CFO. Appointed CEO from 1 January 2021
  • EXECUTIVE/NON-EXECUTIVE: Executive
  • COMMITTEE MEMBERSHIP: None
  • SKILLS AND EXPERIENCE:
    • Gavin is a CIMA-qualified accountant who has worked in a range of acquisitive, growth-focused businesses with an international footprint in several industries.
    • Held senior finance and strategy roles at Logica, Sodexo, PepsiCo and SABMiller.
  • Served as CFO of Alternative Networks plc, a listed information technology provider, prior to its acquisition by Daisy in December 2016, when he became group finance director for the Daisy Group.
  • EXTERNAL APPOINTMENTS: None

94 XP Power Annual Report & Accounts for the year ended 31 December 2022

CHANGES TO THE BOARD DURING 2022

  • Jamie Pike was appointed Non-Executive Director and designate Chair on 1 March 2022.
  • Terry Twigger stepped down from the Board on 29 April 2022.
  • Sandra Breene was appointed Non-Executive Director on 11 October 2022.
  • Amina Hamidi was appointed Non-Executive Director on 11 October 2022.

BOARD ROLE

  • Chair
  • Executive Director
  • Senior Independent Director
  • Non-Executive Director

PAULINE LAFFERTY ● INDEPENDENT NON-EXECUTIVE DIRECTOR

  • DATE OF APPOINTMENT: 3 December 2019
  • EXECUTIVE/NON-EXECUTIVE: Non-Executive
  • COMMITTEE MEMBERSHIP: Remuneration (Chair), Audit, Nomination, designated NED for employee engagement
  • SKILLS AND EXPERIENCE:
    • Pauline was formerly chief people officer at The Weir Group plc, a position she held between 2011 and 2017.
    • Between 1998 to 2011, she worked in executive search for The Miles Partnership and Russell Reynolds Associates.

SANDRA BREENE ● INDEPENDENT NON-EXECUTIVE DIRECTOR

  • DATE OF APPOINTMENT: 11 October 2022
  • EXECUTIVE/NON-EXECUTIVE: Non-Executive
  • COMMITTEE MEMBERSHIP: Audit

AMINA HAMIDI ● INDEPENDENT NON-EXECUTIVE DIRECTOR

  • DATE OF APPOINTMENT: 11 October 2022
  • EXECUTIVE/NON-EXECUTIVE: Non-Executive
  • COMMITTEE MEMBERSHIP: None

JAMIE PIKE ● INDEPENDENT NON-EXECUTIVE DIRECTOR

  • DATE OF APPOINTMENT: 1 March 2022
  • EXECUTIVE/NON-EXECUTIVE: Non-Executive
  • COMMITTEE MEMBERSHIP: Nomination, Remuneration# XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE BUILDING RESILIENCE, GROWING SUSTAINABLY

01 03 02 05 04 CORPORATE GOVERNANCE REPORT

Our approach to governance

BOARD LEADERSHIP AND COMPANY PURPOSE

  • A Effective Board (page 94–95)
  • B Purposes, values and culture (page 101)
  • C Governance framework and Board resources (page 96–97)
  • D Stakeholder engagement (page 104)
  • E Workforce policies and practices (page 102)

DIVISION OF RESPONSIBILITIES

  • F Board roles (page 105)
  • G Independence (page 106)
  • H External commitments and conflicts of interest (page 94–95)
  • I Key activities of the Board in 2022 (page 100–101)

COMPOSITION, SUCCESSION AND EVALUATION

  • J Appointments to the Board (page 111–112)
  • K Board skills, experience and knowledge (page 94–95)
  • L Annual Board evaluation (page 112–113)

AUDIT, RISK AND INTERNAL CONTROL

  • M Financial reporting (page 115–116)
  • External Auditor and internal audit (page 117)
  • N Review of the 2022 Annual Report (page 116–117)
  • O Internal financial controls (page 117)

REMUNERATION

  • P Linking remuneration with purpose and strategy (page 118–121)
  • Q Remuneration Policy review (page 132–138)
  • R Performance outcomes in 2022 and strategic targets (page 125)

Corporate Governance Statement 2022

The Board of Directors’ primary remit is to provide direction to shape the Group’s strategy and ensure this is being executed effectively within a structure that is well controlled, mitigates risk and is compliant with corporate and social responsibility. Good corporate governance emanates from the top, which is why the Board gives continued prominence to this area.

XP Power Limited is a Singapore incorporated Company; under the Singapore Companies Act 1967, we are not required to follow the Singapore Corporate Governance Code. The Company has voluntarily elected to report against the application of the principles of corporate governance contained in the UK Corporate Governance Code (the “Code”). We have clearly laid out how the principles of the Code have been applied under the areas of:

  • 01 Board leadership and Company purpose;
  • 02 Division of responsibilities;
  • 03 Composition, succession and evaluation;
  • 04 Audit, risk and internal control; and
  • 05 Remuneration.
JAMES PETERS CHAIR GAVIN GRIGGS CHIEF EXECUTIVE OFFICER

28 February 2023

96 XP Power Annual Report & Accounts for the year ended 31 December 2022

Building resilience, growing sustainably

The Board ensures the long-term success of the Company through responsible governance, strategy implementation and oversight of operations.

Developing a first-class culture

The Board is committed to ensuring the Company’s culture is aligned and supportive of our purpose, vision and strategy to help foster long-term Shareholder value. It is on the Board’s agenda to ensure there is a deep understanding so they can reinforce its importance and values.

SEE PAGE 101 FOR HOW THE BOARD MONITORS CULTURE

Engaging with our stakeholders to ensure we focus on the most material issues to both us and them

The Board is committed to an open, two-way dialogue with all our stakeholders to ensure priorities and key issues are proactively addressed.

SEE PAGE 102–104 FOR MORE ABOUT OUR STAKEHOLDER ENGAGEMENT

Building resilience across the business to mitigate any risks or market challenges

The Group’s response to the impact of critical component shortages and inflationary pressures on our supply chain, and changes in the semiconductor marketplaces, demonstrates business resilience as an important cultural characteristic at XP Power. The Board is committed to proactively build our resilience across the business.

SEE PAGE 103 FOR HOW WE ARE SUPPORTING THE FUTURE OF OUR SUPPLY CHAIN

SEE PAGE 103 FOR HOW WE ADDRESS SIGNIFICANT RISK MATTERS

Board changes: our new Non-Executive Directors

Jamie Pike joined the Board as Non-Executive Director and designate Chair on 1 March 2022. Following the departure of Terry Twigger at the end of April, the Board reviewed succession plans and recruited two Non-Executive Directors: Sandra Breene and Amina Hamidi in October 2022.

SEE PAGE 111–112 FOR MORE ON THE RECRUITMENT AND INDUCTION PROCESS

97 XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE CORPORATE GOVERNANCE REPORT CONTINUED

SEE PAGE 101 FOR DETAIL ABOUT HOW THE BOARD MONITORS CULTURE

Board and Committee information flow

  • STAGE 1 CHAIR AGREES THE AGENDA WITH THE BOARD
    The Chair consults with the CEO and, with support of the Company Secretary, an agenda is proposed that considers an agreed annual schedule of Board items, with feedback from the Non-Executive Directors.
  • STAGE 2 MATERIALS ARE CIRCULATED BEFORE MEETINGS
    Board papers are distributed via a secure portal, with clearly identified action requested for the agenda item, as required.
  • STAGE 3 BOARD AND COMMITTEE MEETINGS
    Board and Committee meetings are arranged to occur alongside the decisions that need to be made throughout the year.
  • STAGE 4 MINUTES OF MEETINGS
    Minutes of each meeting are prepared and circulated to attendees.
  • STAGE 5 ACTION LISTS
    Action lists are monitored and updated to follow key actions to completion.
  • STAGE 6 NON-FORMAL MEETINGS
    Where appropriate, informal discussions take place, with updates and progress reports circulated between meetings.

98 XP Power Annual Report & Accounts for the year ended 31 December 2022

Leadership structure

THE BOARD OF DIRECTORS

  • CHAIR
    Manages and provides leadership to the Board
  • SENIOR INDEPENDENT DIRECTOR
    Supports the Chair in their role and acts as an intermediary between other Directors
  • NON- EXECUTIVE DIRECTORS
    Challenges and supports the Executive Directors, and acts in the best interests of the Company’s stakeholders
  • DESIGNATED NON-EXECUTIVE DIRECTOR
    Ensures the views and concerns of the workforce are brought to the Board and are considered during discussions and decisions

COMMITTEES

  • AUDIT COMMITTEE
    CHAIR: POLLY WILLIAMS
    Provides oversight of the financial reporting, audit process, Company’s system of internal controls and compliance with laws and regulations
  • REMUNERATION COMMITTEE
    CHAIR: PAULINE LAFFERTY
    Sets the remuneration policy for the Executive Directors and Executive Leadership team
  • NOMINATION COMMITTEE
    CHAIR: JAMES PETERS
    Reviews and considers the appointment of new Directors, and succession planning for the Board and Executive Leadership team

EXECUTIVE MANAGEMENT

  • CHIEF EXECUTIVE OFFICER
    Manages the overall operations and resources of the Company in accordance with the Board-approved strategy
  • EXECUTIVE DIRECTORS
    Designs, develops and implements strategic plans and provides leadership to the organisation

XP Power Annual Report & Accounts for the year ended 31 December 2022 99

GOVERNANCE CORPORATE GOVERNANCE REPORT CONTINUED

Board activities in 2022

KEY ACTIVITIES AND DISCUSSIONS OUTCOMES FUTURE PRIORITIES STAKEHOLDERS CONSIDERED
STAKEHOLDER ENGAGEMENT
• Reviewed results of employee and stakeholder surveys, and Shareholder feedback
• Pauline Lafferty met with four employee focus groups to allow direct feedback on key issues
• Consultation with Shareholders around renewing the existing Remuneration Policy		 • Created a new role of Internal Communications Manager to develop internal communication strategy
• Increased visibility of common policy and procedures information to employees via People Pages for every region		 • Review results of 2023 employee engagement survey and resulting actions and progress
• Review results of stakeholder surveys and resulting actions
• Continue to consult with Shareholders on remuneration matters		 Employees, Shareholders, Stakeholders
STRATEGY AND OPERATIONS • Reviewed Company strategy with Executive Directors
• Reviewed business performance and strategic priorities at each Board meeting, including strategic decision to locate a new manufacturing facility in Malaysia
• Confirmed strategy remains appropriate and successful
• Continued evolution of individual elements to improve effectiveness		 Executive Directors, Shareholders, Employees

KEY ACTIVITIES AND DISCUSSIONS

  • Succession planning and transition for the Chair of the Board
  • Review of composition of Board Committees and position of SID
  • Recruitment of two NEDs
  • Evolution of the Group’s risk and compliance framework and ongoing review of the new ERP system
  • Jamie Pike appointed NED and Chair designate in March 2022
  • Membership of all Committees updated, and Polly Williams appointed as Chair of Audit Committee and SID
  • Sandra Breene and Amina Hamidi appointed as NEDs in October 2022
  • Review of Remuneration Policy during 2023
  • Succession planning and talent management
  • External audit tender during 2023

FINANCIAL AND RISK MANAGEMENT

  • Supporting supply, inventory and cost management during strong demand periods
  • Cash and liquidity management during critical component shortages and inflationary pressures
  • Drawing further committed facilities from the pre-agreed accordion facility
  • Operating cash conversion
  • Maintaining and raising operating margins

CUSTOMERS

  • Keeping customers supplied with product during supply chain challenges, where possible
  • Geographical diversification of supply chain to build increased resilience
  • Supply chain strategy
  • Complete transfer of production from North America to Vietnam to support future growth costs
  • Manage impact of critical component shortages, inflationary pressures and potential downturn in some markets
  • Growth and product development opportunities

SUSTAINABILITY

KEY ACTIVITIES AND DISCUSSIONS

  • Reviewing sustainability strategy, including agreeing targets
  • Ensuring the health, safety and wellbeing of our people
  • Engaging with our stakeholders to understand their sustainability issues to enhance our strategy

OUTCOMES

  • Clear sustainability strategy in place
  • Committee targets agreed under SBTi
  • Plan in 2023 to continue monitoring actions to proactively reduce scope 1, 2 and 3 emissions
  • Maintaining the safety and wellbeing of our people

FUTURE PRIORITIES

  • Developing our sustainability strategy

Health and safety

The Board is committed to providing a safe working environment for all employees, contractors and partners across the Group. The CEO reviews health and safety reports from the Group, and the Board receives a structured update, including statistics on any health and safety issues. In between Board meetings, an update on health and safety is included as part of the CEO’s Monthly Report to the Board. The duties of the local health and safety committees – that report to the CEO – include reviewing the health and safety policy, compliance with applicable legislation, monitoring health and safety statistics including incident rates and near misses, and health and safety audit findings.

Developing a first-class culture

The Board is responsible for the culture of the Company, upheld by its values of Integrity, Knowledge, Speed, Flexibility and Customer Focus. Its role is to influence and monitor culture to ensure we are emulating desired beliefs and behaviours in and outside the boardroom, and identifying areas where it is embedded strongly and where there are gaps. The Board continues to help influence the right culture throughout the Company, as set out below.

ACTION DESCRIPTION
Reviewed results and updates from employee engagement surveys The Board has continued to review the results of cultural and engagement surveys, including monitoring employee engagement within FuG and Guth as part of their integration following the acquisition. Trends in employee satisfaction were monitored throughout the business to understand how the Company’s core values have been embraced.
Engagement survey Gallup engagement surveys, have continued to inform the Board on employee engagement. An additional pulse survey, focused on FuG and Guth was used during the year to inform on integration progress. Engagement surveys will continue to be used to assess the views of our employees in the future.
Code of Conduct training Our Code of Conduct had its annual review. Code of conduct training is required by all employees and reinforces our core values.
Senior leadership workshops The Executive Leadership team engaged with organisation leaders at a regional level through regular leadership meetings. There was a global update in November, which covered strategy and priorities for 2023. Leaders who attended then cascaded the key themes from these sessions to their teams.
Sustainability impact assessment The Sustainability Working Group formed in 2022 and includes representatives from all regions and key business functions. As a forum, it has built on earlier work to identify areas for focus in drive towards Carbon Neutral targets.
Cultural alignment To ensure culture is monitored and aligned to our purpose, values and strategy, the Board reviews all employee surveys, receives updates and presentations from leadership, and seeks to have direct engagement with a broad range of employees. Any potential misalignments to the company culture are explored to understand how to be best addressed.
The Board visited the FuG site in October to meet employees, receive presentations and tour the factory. The visit allowed the Board to have more informal discussions with key employees supporting the integration of the businesses. Additional pulse surveys have been important with monitoring the progress of aligning the cultures of FuG and Guth with XP, after their acquisition.
Pauline Lafferty, the Non-Executive Director responsible for employee engagement, continues to hold several virtual forums, without Executive management present, to gain direct feedback from a broad section of the workforce.

CORPORATE GOVERNANCE REPORT CONTINUED

How we ensured employees’ voices were heard on the Board in 2022

During the year, I held four virtual engagement sessions with a diverse cross-section of our workforce from across the Company's key locations, representing several different roles. Each meeting was facilitated to encourage open debate and the view of the workforce. I was pleased that attendees fully engaged with these discussions, which resulted in an open environment for employees to share their views and ask any questions they have on any topic, including executive remuneration and wider pay policy. These sessions covered a wide range of topics, including our corporate culture and performance, as well as what would make XP Power a better place to work at. Of particular focus throughout these discussions in 2022 were the ongoing business challenges and the impact of the prevailing inflationary environment, and how the Company’s leadership were ensuring we remain well placed to navigate these. I am grateful for our employees’ continued engagement on the wide range of subject matters they wish to engage the Board on. The output and observations from these sessions, along with the submissions through the anonymous employee surveys, were discussed at subsequent Board meetings. I look forward to continuing to develop our approach to this over time, for example by leveraging other available communication channels to engage with our workforce. The Board agreed that these engagement sessions will continue throughout 2023.

How we uphold culture across our workforce and encourage engagement

We have several processes to ensure the views of employees are solicited and culture monitored. All employees complete the Gallup Q12 survey at least annually. This is benchmarked against a broad range of other companies to ensure our culture and engagement are supportive of our strategy and growth ambitions.

ENGAGEMENT WITH THE WORKFORCE – Designated Non-Executive Director, Pauline Lafferty

  • LIVE COMMUNICATION MEETINGS
  • SPECIFIC ANONYMOUS EMPLOYEE SURVEYS
  • CONFIDENTIAL, INDEPENDENT WHISTLEBLOWING HOTLINE

4.2/5 EMPLOYEE ENGAGEMENT SCORE LAST YEAR (2021: 4.2)

I am grateful for our employees continued engagement on the wide range of subject matters they wish to engage on.

PAULINE LAFFERTY
DESIGNATED NON-EXECUTIVE DIRECTOR FOR WORKFORCE ENGAGEMENT

Our Board in action: planning for the future

How we identified where to expand our manufacturing capability

The initial strategic decision to locate our third Asia manufacturing site in Malaysia was reached after a comprehensive global analysis to identify a new manufacturing location that considered regions and countries within a criteria framework. The framework covered skilled workforce availability, cost competitiveness, proximity to customers, manufacturing sector emphasis, legal and regulatory systems, physical infrastructure quality, sustainability support, geopolitical risk and supply chain flexibility. We also wanted to ensure we had geographic resilience so did not consider Vietnam or China. We have ensured that sustainability has been designed into the plans for the new facility and are building the facility to Greenmark Gold Standard.

How our new manufacturing facility will support the future of our supply chain

The Malaysia facility, when fully complete, will have a total floor space of 27,000m². c.50% larger than our Vietnam facility. It will effectively double the Asian manufacturing capacity which we will scale over time. The intent is that the facility will be able to manufacture low voltage, high voltage and RF products ensuring we have no products only being produced in one facility, so providing manufacturing and supply resilience.# XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE CORPORATE GOVERNANCE REPORT CONTINUED

This will provide the Group with required flexibility and capacity out beyond 2030. Fair balanced and understandable The Board considers that the Annual Report, taken as a whole, is fair, balanced and understandable. It provides the information necessary for Shareholders to assess the Group’s position, performance, business model and strategy. To get to this position, the Board relies on the Audit Committee, who recommends the Annual Report and Accounts to the Board. The February 2023 Audit Committee meeting confirmed that the 2022 Annual Report and Accounts were true and fair, that the work of the external Auditor was effective, and that the process supporting the viability statement was robust. The Board asked the Executive Directors to provide evidence around the content and process for preparing the 2022 Annual Report and Accounts at our February 2023 Board meeting.

Risk management and internal control

The Board has responsibility for the Company’s overall approach to risk management. It has an ongoing process for identifying, evaluating and managing the emerging and principal risks faced by the Group, which is set out in the Managing Our Risks section on pages 50-58. The risk management framework and processes have been in place throughout the year, with the framework ensuring that risk management is embedded in the day-to-day operations of the business. One of our key control procedures is the day-to-day supervision of the business, performed by the Executive Directors, who are supported by managers within the Group companies. Examples of key controls with respect to ongoing processes include:

  • Authority matrices are used to clearly define who can authorise particular transactions, transfer funds, commit Company resources and enter into particular agreements.
  • Monthly reporting of management accounts and key metrics to senior management, with performance measured to budget and material variances reported to the Board.
  • Quality control checks throughout our manufacturing process, burn-in, electrical testing to detect early failures, 100% functional testing and quality inspection.
  • Disaster recovery and business continuity plans are in place at all our key facilities, documented and communicated to key personnel to help cope with unexpected events.
  • An internal audit and risk assurance programme is in operation. Details of the internal controls of the Company and how the Board and the Audit Committee assess the operational effectiveness of internal controls and risk management systems during the year and up to the date of approval of the Annual Report and Accounts, are set out as part of the Audit Committee Report on page 117.

Shareholder communication

The Company enables effective engagement with, and encourages participation from, Shareholders and stakeholders in several ways. For institutional and private investors, the Group engages in two-way communication, responding quickly to all queries received. The Group uses its website xppowerplc.com to give private investors access to the same information that institutional investors receive, in terms of investor presentations. This includes video interviews with the CEO and CFO available in the morning of the interim and annual results that are scheduled to be published. The Company has informational videos on its investor relations website, which cover products, markets, strategy, business model, growth drivers and its investment proposition. During the year, the corporate website was relaunched, with improved navigation to ensure information is easily accessible for Shareholders. Interested parties can register for the Group’s email alert service on this website to receive timely announcements and other information published from time to time. The Chair and Senior Independent Director are available to meet Shareholders as required. Board members receive feedback prepared by brokers or our financial PR company following meetings with Shareholders to keep in touch with their opinions. The Remuneration Committee Chair consults with major Shareholders regarding significant decisions on Executive remuneration. During the year, our 20 largest shareholders were consulted on our proposed Directors’ Remuneration Policy that remains largely unchanged from the current policy, which will be voted on at the AGM in April 2023.

Constructive use of the AGM

Certain Directors are available at the AGM to answer any questions from Shareholders. However, given that we have a Singaporean Parent Company, we recognise it is not generally convenient for our UK-based investors to attend this meeting. The CEO and CFO are, however, available throughout the year to answer questions from Shareholders.

Substantial Shareholders

We have safeguards to monitor transactions between major Shareholders of the Company, including reviewing our major Shareholders’ holdings on a quarterly basis and monitoring any regulatory notifications of the acquisition or disposal of major Shareholders. Other than the Directors’ interests, as at 31 December 2022, the Company had been notified, pursuant to DTR5, of the following interests in voting rights, attached to ordinary shares and financial instruments relating to the share capital of the Company:

Number of shares % of voting rights
1,949,167 9.88
1,190,000 6.03
967,699 4.93
861,669 4.47
791,131 4.01

Abrdn plc
Kempen Capital Mgt
Mawer Investment Mgt
The Capital Group Companies, Inc
Montanaro Investment Managers

The following changes in the interests disclosed to the Company have been notified between 31 December 2022 and 24 February 2023:

  • On 31 January 2023, Abrdn plc disclosed that their percentage interest in the ordinary shares capital of the Company has increased to 10.22% (2,015,930 ordinary shares).

Division of responsibilities

The Chair leads the Board and is responsible for its overall effectiveness in directing the Company. The Chair should demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition, the Chair facilitates constructive Board relations and the effective contribution of all Non-Executive Directors, and ensures that Directors receive accurate, timely and clear information. The role of Chair (James Peters) and CEO (Gavin Griggs) are separate and clearly defined. The Chair is responsible for the running of Board meetings. The CEO is responsible for the day-to-day running of the Company and the execution of the strategy. To ensure the Board is effective, we review and monitor the skillset of Directors. We also ensure there is a clear division of responsibilities, as set out below.

RESPONSIBILITIES OF THE BOARD

Chair

The Chair sets the calendar and agenda of the Board and facilitates the discussions. The Chair also initiates and coordinates the processes defined below, which evaluate the effectiveness of the Board and individual Directors.

How our Chair promotes a culture of openness

The Chair conducts Board meetings so that the views of all Board members are sought and welcomed. Open discussion is encouraged. An evaluation of Board effectiveness is conducted each year. A full evaluation by an independent party was carried out in 2022.

Executive Directors

Other than their normal attendance and participation in discussions at Board meetings, the Executive Directors are responsible for the day-to-day running of the Company and the implementation of the agreed strategy.

Senior Independent Director

The Senior Independent Director supports the Chair in their role. The SID leads the Non-Executive Directors in the annual evaluation of the Chair and is also available to Shareholders if they have concerns that contact through the Chair, CEO or CFO has failed to resolve. Polly Williams is the Senior Independent Director.

Non-Executive Directors

Other than their normal attendance and participation in discussions at Board meetings, the Non-Executive Directors actively participate in the review and determination of the Company’s strategy.

Designated Non-Executive Director

The designated Non-Executive Director is responsible for engaging with the workforce and ensuring that their views and interests are considered in Board discussions and decision making. Pauline Lafferty is the designated Non-Executive Director for employee engagement. Polly Williams is the designated Non-Executive Director for ESG matters.

Matters reserved for the Board

These matters are specifically reserved for the Board’s decision:

  • Opinion on the Group’s viability and going concern.
  • Approval of strategic plans, financial plans and budgets, and any material changes to them.
  • Oversight of the Group’s operations, ensuring competent and prudent management, sound planning, an adequate system of internal control and adequate accounting and other records.
  • Changes to the structure, size and composition of the Board.
  • Consideration of the independence of Non-Executive Directors.
  • Review of management structure and senior management responsibilities.
  • With the assistance of the Remuneration Committee, approval of remuneration policies across the Group.
  • Final approval of annual financial statements and accounting policies.
  • Approval of the dividend policy.
  • Approval of the acquisition or disposal of subsidiaries and major investments and capital projects.
  • Delegation of the Board’s powers and authorities, including the division of responsibilities between the Chair, CEO and other Executive Directors.

Conflicts of interest and time commitment

The Board considers its Directors’ interests and any conflicts that these may present at every Board and Committee meeting.# Board of Directors' Report

While it is recognised that the Chair has significant shareholdings, none of the Board has any conflict of interest with those of the Company. It is important that Non-Executive Directors have sufficient time to meet their Board responsibilities. The Non-Executive Directors provided constructive challenge, strategic guidance, specialist advice and held management to account during 2022. No Directors had any significant changes to their outside commitments during 2022, and each devoted significant time to their XP Power Board responsibilities during the year. All Directors attended all Board meetings during the year. Following the Chair’s evaluation of each Director, the Board is satisfied that all Directors remain committed to the Company and have devoted the appropriate amount of time and effort to their role.

Change in Directors’ responsibilities

Jamie Pike joined the Board as Non-Executive Director and designate Chair on 1 March 2022. He joined the Remuneration Committee on joining the Board and the Nomination Committee in July 2022. Polly Williams took over from Terry Twigger, who stepped down from the Board at the end of April 2022, as our Senior Independent Director and Chair of the Audit Committee. Further to these changes, the Board revisited its succession plans. After a successful process, two Non-Executive Directors – Sandra Breene and Amina Hamidi – were appointed to the Board in October 2022. Sandra joined the Audit Committee in December 2022.

Board independence

The Board consists of six Non-Executives, including the Chair, and three Executives. Of the Non- Executives, five (83%) are considered independent. There is clear division of responsibilities between the Executive and Non-Executive Directors. The Chair, James Peters, is not considered independent, based on provision 10 of the Code. However, the Board’s view is that his material shareholding in the Company aligns his interests closely with Shareholders as a whole. This, combined with his knowledge of the business and industry, and the fact that there are clear divisions of responsibilities between the Chair and CEO, means that this is advantageous to Shareholders and does not present a problem. James will retire from the Board at the conclusion of the 2023 AGM in April and be succeeded by Jamie Pike, who is considered to be independent based on provision 10 of the Code. James Peters is the beneficial owner of 1,004,279 ordinary shares in the Company, representing 5.09% of the issued share capital. Jamie Pike is the beneficial owner of 3,838 ordinary shares in the Company, representing 0.02%. No other Non-Executive Directors hold shares in the Company at this time.

Anti-takeover measures

As a policy, we do not have any devices that would limit the ability to perform a takeover of XP Power. This includes devices that would limit share ownership and/or issue new capital for the purpose of limiting or stopping a takeover.

Voting

Our capital structure is such that one vote is afforded per common share.

106 XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE

107XP Power Annual Report & Accounts for the year ended 31 December 2022

NOMINATION COMMITTEE REPORT

Dear Shareholders

I am pleased to present the Nomination Committee Report for 2022. The year began with the appointment of Jamie Pike as Non-Executive Director and designate Chair on 1 March 2022. This followed a rigorous process led by the then Senior Independent Director, Terry Twigger, working with executive search consultancy firm, Russell Reynolds, and involving all members of the Board. Subject to approval by Shareholders, he will take the Chair role following the AGM in April 2023. The Board and I have worked with Jamie Pike throughout the year to enable a smooth transition for the role of Chair. Terry stepped down from the Board at the end of April 2022. At this point, the Committee assessed the Board’s composition and, as part of a thorough process, reflected on the skillset and qualities of the candidates. This led to the appointment of Sandra Breene and Amina Hamidi on 11 October 2022, improving the gender balance of our Board. The Committee has worked with management to plan their induction programmes, which commenced in October 2022 and is ongoing. During the year, the Committee also focused on governance, including a formal and rigorous externally facilitated board evaluation, which incorporated a review of the effectiveness of the Nomination Committee; no material issues were noted. A review of the Board Diversity and Inclusion Policy also took place during the year, to reflect the new Listing Rules pertaining to diversity. Mindful of relevant guidance in its Non-Executive Director search, along with feedback from major Shareholders, we were pleased to have made progress with female representation of 44% on the Board. Board succession will remain an ongoing discussion to ensure we proactively manage and look forward. Following my retirement from the Board, the Committee, led by Jamie, will continue reviewing succession plans. We will continue to review the strength and depth of the talent within our Board and business to ensure we have the relevant capabilities to support the continued growth of the business.

JAMES PETERS
CHAIR
28 February 2023

The Board and I have worked with Jamie Pike throughout the year to enable a smooth transition for the role of Chair.

JAMES PETERS
NOMINATION COMMITTEE CHAIR

COMMITTEE MEMBERSHIP

  • James Peters (Chair)
  • Polly Williams
  • Pauline Lafferty
  • Jamie Pike

108 XP Power Annual Report & Accounts for the year ended 31 December 2022

Governance

The Nomination Committee consists of James Peters (Chair), Pauline Lafferty, Polly Williams and Jamie Pike, and 75% of the committee are independent Non- Executive Directors. Terry Twigger stepped down from the Committee on 29 April 2022. The CEO will attend meetings on request to present to or consult for the Nomination Committee where appropriate. The Committee assesses the appointment of new Directors, and all Non-Executive Directors are involved in the appointment of proposed candidates. Any appointment of a new Director is voted on by the whole Board. The Nomination Committee met formally three times during the year:

Members Attendance
James Peters (Committee Chair) 3/3
Pauline Lafferty 3/3
Polly Williams 3/3
Terry Twigger* 2/2
Jamie Pike* 1/1
  • Terry Twigger stepped down from the committee on 29 April 2022, and was replaced by Jamie Pike from 29 July 2022.

Responsibilities

The Committee’s main responsibilities are to:

  • review the structure, size and composition of the Board including skills, knowledge and capabilities;
  • review succession planning for Directors and other senior executives, considering skills and expertise needed on the Board in the future;
  • be responsible for identifying and nominating candidates to fill Board vacancies;
  • review the leadership needs of the organisation, both Executive and Non-Executive, to ensure the ability of the organisation to effectively compete in the marketplace; and
  • review the results of the Board performance evaluation process that relate to the composition of the Board and succession planning.

The Nomination Committee’s terms of reference are available on the Company’s website at xppowerplc.com.

109XP Power Annual Report & Accounts for the year ended 31 December 2022

NOMINATION COMMITTEE REPORT CONTINUED

Composition, succession and evaluation

Board succession

The Committee devoted time to the processes that led to the appointment of Jamie Pike as Non- Executive Director and designate Chair on 1 March 2022, and Sandra Breene and Amina Hamidi as Non- Executive Directors on 11 October 2022. The roles of Senior Independent Director and Audit Committee Chair were also considered, with Polly Williams succeeding Terry Twigger from 29 April 2022. The Committee reviewed succession plans for senior management positions throughout 2022.

Committee evaluation

As with our other Board committees, we performed an anonymous online evaluation survey using an external consultant to gain feedback on the effectiveness of the Nomination Committee. There were no significant issues identified in the survey, with positive results that indicated the Committee was operating effectively.

Board diversity

The Committee considers that diversity and inclusion of the Board and Company is not only the right thing to do; it is crucial to grow our business, innovate, attract and retain talent, and engage the customers who buy our power solutions. We operate globally and recognise cultural differences may exist in countries we operate in. We recognise that a diverse workforce reflects our markets and will help us succeed in them. We will not tolerate any form of discrimination. We are committed to equal opportunities in all employment practices, procedures and policies. When we hire or promote someone, we choose the best candidate irrespective of age, disability, gender reassignment, marital status, maternity, pregnancy, race, national origin, ethnicity, cultural background, religion or belief, sex or sexual orientation, or membership/non-membership of any trade unions. We apply the same standards when selecting business partners and appointments to the Board. Diversity and inclusion at Board level was a focal point for the Committee in 2022. The Board acknowledges and welcomes recent changes to the Listing Rules (see LR 9.8.6R(9) and FCA Diversity Targets 2022). These align with the updated gender diversity targets set by the FTSE Women Leaders review, and the ethnic diversity target set by the Parker review, and encourage enhanced disclosures regarding gender and ethnic diversity at Board level on a ‘comply’ or ‘explain’ basis. Our Board Diversity and Inclusion Policy was reviewed during the year and measurable objectives were revised to support the new Listing Rule guidance on diversity.# XP Power Annual Report & Accounts for the year ended 31 December 2022

Our policy also reflects our commitment to use open advertising or work with external executive search firms that have signed up to the Voluntary Code of Conduct for Executive Search Firms, to ensure that balanced shortlists are reached. The Committee is pleased to report that the Board currently comprises nine members: four are woman (representing 44% of the Board) and two are ethnically diverse. The spread of nationalities is seven British, one Singaporean and one French and Algerian. The Senior Independent Director is also female. At the end of the year, the Board was fully compliant with the recent changes to the Listing Rules guidance on diversity. On the Board committees, female representation is: Remuneration Committee – 67% Audit Committee – 100% Nomination Committee – 50%. Our Board and Company Diversity and Inclusion policies are available on our website at xppower.com. Diversity is monitored and analysed on a Groupwide scale and presented within the Sustainability section on page 74. The gender balance of our most senior management, along with our Company Secretary, at year-end was three women and five men, so 38% were female.

Board skills and experience

We are committed to having the right blend of skills, expertise, commitment and experience when selecting suitable candidates. Updating the composition of the Board provided the opportunity to target, and benefit from, additional skills, expertise and experience. We also wanted to reflect today’s talent based on our markets, chosen strategy and business model. Skills and experience of each Director is set out in their biography on pages 94-95. Skills include specific industry, as well as non-specific industry skills, such as strategic human resource management, business development and managing growth.

Board composition

We regularly review the size, structure and composition of the Board to ensure it continues to be effective in executing our strategy and to deliver sustainable profitable growth over the cycle of the markets we operate in. We consider that the Board has an appropriate structure and balance of skills and diversity, as demonstrated below.

Board gender profile Board age profile Board tenure Ethnicity
4 Male 5 45–50 5 <1 year 3 1 1 White Asian North African
5 Female 3 51–55 7 1–3 years 7+ years

Appointments to the Board and Director re-election

Each relevant Director offers themselves for re- election each year. A simple majority vote at AGM is required for the re-election of each Director. As previously announced, James Peters will step down from the Board at the conclusion of the AGM in April 2023. The appointment to the Board of Sandra Breene and Amina Hamidi as Non-Executive Directors was made on 11 October 2022, both of whom will offer themselves for election at the forthcoming AGM.

Appointing our new Non-Executive Directors

OVERVIEW OF CANDIDATE SPECIFICATION AND SEARCH CRITERIA

In May 2022, the Committee began its search for a new Non-Executive Director and appointed executive search firm, Russell Reynolds, to lead the search. Russell Reynolds has no other connection with the Company. A detailed candidate specification was developed encompassing the desired experience and expertise, leadership capabilities and cultural fit. It was agreed that the search should focus on female candidates with significant operational experience in international industrial/engineering businesses, which ensured that our diversity policy was considered from the outset. Candidate profiles included those who may not have had previous listed company experience but possessed suitable skills, experiences or attributes that complemented the future direction and strategy of the Company. A long list of candidates was comprised from various industries and appraised in June. The Chair and Jamie Pike interviewed the shortlist and identified two candidates: Sandra Breene and Amina Hamidi. The Board decided that there was a strong argument to recruit both, as together they demonstrated highly relevant but complementary experience. Sandra brings with her a deep knowledge of operations, emerging markets and strategic decision making; Amina brings her engineering background, international experience and sustainability focus. This combination is valuable to the Board for its next phase of Group development; their appointments also improved gender and cultural diversity.

Developing a candidate profile

STAGE ACTIVITY
2022 MAY Candidate profile developed in collaboration with executive search firm, Russell Reynolds. Search strategy agreed and long list of candidates compiled.
JUNE/JULY Interviews and assessments Shortlist of five candidates compiled and interviewed by the Chair and Non-Executive Director Jamie Pike. Shortlist reduced to two candidates. Both candidates then met with the remaining Non-Executive Directors, CEO and CFO.
OCT Final decision After interviews of final candidates, the Nomination Committee met to discuss and recommend to the Board, resulting in the appointment of Sandra Breene and Amina Hamidi.

Board induction process

STAGE ACTIVITY
01 Includes an overview of the structure, history, strategy, Board procedures, listing requirements and governance.
02 Meeting members of the Executive Leadership team, and external brokers and advisers as required.
03 Visiting sites as appropriate and access to videos, to understand the operations of the business and specific functional areas.
04 Understanding what knowledge would be beneficial to enable the Board to function more effectively.
05 Determining how best to train or impart the knowledge required.
06 Implementation by way of training or specific virtual site visits with presentations from the functional areas.

NOMINATION COMMITTEE REPORT CONTINUED

Board induction and training

Directors receive an induction programme tailored to their individual needs, which typically includes meeting the Executive Leadership team and training on products and markets. Sandra Breene and Amina Hamidi joined the Board in October 2022. While both had board-level exposure, this is their first Board appointment in a listed company. To commence their induction process, introductory meetings with our broker and the chair of the Audit and Remuneration Committee took place. They received an update on Board strategy, training with our corporate lawyers and a site visit to FuG. In addition, Amina attended a two-day NED course. An example of a Board induction process is outlined in the infographic opposite.

Board development in 2022

The Board commenced site visits in 2022 and spent time at the FuG site, receiving a tour of the factory and presentations from the FuG and Guth management team. Members from the Executive Leadership team presented to the Board around the SAP Go Live, new product development and strategy. Development talks by outside parties on governance and market updates on remuneration also formed part of the Board’s continuing development.

Board evaluation

The Corporate Governance Code discusses the need to evaluate the Board, which should cover the Board’s composition and diversity, and how effectively members work together to achieve objectives. An external board evaluation process took place during the year, adhering to the three-year externally facilitated cycle. The evaluation process was undertaken by Learnership Ltd, following a selection process involving three different service providers that was overseen by the Board. The Board concluded that Learnership was best able to deliver an effective evaluation process given their depth, knowledge and experience with the Company, while considering service delivery, cost effectiveness and availability.

Board evaluation process

STAGE ACTIVITY
01 Online assessment completed by each Board member. Questions were reviewed and agreed by the Chair, Company Secretary and Committee Chairs.
02 Independent collation and analysis of online inputs by external consultant.
03 One-to-one interviews with each Board member and the external consultant, informed by analysis above.
04 A report from the external consultant identifying Board effectiveness synthesis with conclusions. The results of the evaluation report are discussed by the Board and actions for improvement are determined.

The terms of engagement were clearly set out and agreed in writing prior to the review process. The evaluation process included a confidential online Board effectiveness questionnaire, which covered all aspects of effectiveness: capabilities and communication; culture and practice; process and organisation; meeting rigour and relationships. Directors were also asked to comment on what it should stop doing, start doing and continue doing. A ‘Board Dynamics’ component was included based on personality preferences. The results from the questionnaires were collated, analysed and used to inform structured one-to-one interviews with each of the seven Directors on the Board at the time. A Board effectiveness synthesis with conclusions was then presented in a report, which Learnership discussed with the Chair. Overall, the Company achieved an average favourable score of 92% across all areas (based on Directors’ individual perceptions of the Board’s effectiveness), acknowledging that the Board is operating effectively and in accordance with good corporate governance principles. A few recommendations were made where changes could assist the Board’s effectiveness and oversight of management, and these have been endorsed by the Board, including advancing the Company’s strategic thinking with selective use of scenario planning, assessing leadership capabilities among senior management and optimising the structure and content of Board papers.# GOVERNANCE

BOARD EVALUATION

Learnership was given the opportunity to review the public statement made by the Company regarding the Board evaluation process prior to publication. Following the appointment of two NEDs, and knowing that the Chair is due to retire at the AGM, the Board felt it would be useful for Learnership to submit the two new NEDs to the ‘Board Dynamics’ component that all existing Board members had undertaken, to assess personality preferences. The results from the group profile, excluding the incumbent Chair, enable sufficient forward visibility of the Board’s characteristics. The Board’s evaluation of its committees formed part of the board evaluation process, using online reviews to capture responses to assess the Audit, Remuneration and Nomination Committee. The results were fed back to the respective Committee Chair. These were reviewed and discussed by each committee. The Chair and Non-Executive Directors regularly meet without the Executive Directors present, to ensure that there is an opportunity to discuss potentially sensitive matters. At least annually, the Senior Independent Director meets with the Non-Executive Directors, excluding the Chair, to evaluate the Chair’s performance.

Board evaluation progress

From the 2021 Board evaluation, while there were no significant issues or concerns raised, the need to reconnect in person was identified as being an area of focus in 2022. The Board addressed this by ensuring that, once travel restrictions eased, a site visit to meet the FuG and Guth teams was arranged. The visit to FuG was over two days, allowing time for Board members to interact with members of the management team on a more informal basis, and the opportunity to engage with all employees on site. The audit partner also arranged to travel overseas to spend time with the business and attend the Audit Committee in person.

XP Power Annual Report & Accounts for the year ended 31 December 2022

AUDIT COMMITTEE REPORT

Dear Shareholder

Following my appointment of Chair of the Audit Committee in April 2022, I am pleased to present the 2022 Audit Committee Report. This will provide you with an insight into our work, the matters handled and focus of our deliberations during 2022. During the year, we assisted the Board in fulfilling its oversight responsibilities, in areas such as the integrity of financial reporting, effectiveness of the risk management framework and system of internal controls, while considering ethics and compliance matters. As detailed throughout the Annual Report, 2022 continued to be dominated by supply chain challenges, including component shortages, in a challenging global environment. Strategic progress was made with the completion of the acquisition of FuG and Guth at the beginning of the year. The Committee maintained good oversight of the Group’s internal controls, risk management framework and financial reporting, with the support of its people, who travelled to sites despite the challenges of quarantine requirements during the year. The Committee continues to scrutinise the Group’s internal control framework and maintain a focus on optimising the internal audit agenda.

The report aims to provide the following information:

  • the Audit Committee’s principal responsibilities and its governance;
  • key activities reviewed by the Audit Committee, including regular annual review items and other current areas of focus;
  • discussions and actions with the external Auditor and internal Auditors on any significant judgements and/or issues; and
  • details of the ongoing review of the external Auditor and the amount of non-audit work undertaken.

We welcomed Sandra Breene as a member of the Committee at the beginning of December 2022, following her initial appointment to the Board in October, bringing the Committee back in line with the Code recommendation of the minimum number of members. I believe that the Audit Committee has the necessary experience, expertise and financial understanding, supported by the internal and external Auditors, to fulfil its responsibilities and continue to monitor and contribute to ongoing initiatives. The Audit Committee is satisfied that the Company has maintained adequate risk management and internal controls throughout the year, and that the internal audit programme has been planned and sufficiently resourced to confirm this. Following the decision to delay the Audit retender due to challenges brought by the pandemic and limitations around travel, I am pleased to report that planning for this has commenced with the retender process to take place during 2023. The Audit Committee has recommended to the Board that the reappointment of PricewaterhouseCoopers LLP (PwC) should be proposed at the forthcoming AGM, and I hope you will support me in this resolution.

POLLY WILLIAMS
AUDIT COMMITTEE CHAIR
28 February 2023

The Audit Committee is satisfied that the Company has maintained adequate risk management and internal controls throughout the year.

POLLY WILLIAMS
AUDIT COMMITTEE CHAIR

COMMITTEE MEMBERSHIP
Polly Williams Chair
Pauline Lafferty
Sandra Breene

114 XP Power Annual Report & Accounts for the year ended 31 December 2022

Governance

The current Audit Committee members are all independent Non-Executive Directors and have financial and/or related business experience from senior positions in other diverse organisations. Polly Williams has been the Audit Committee Chair since 29 April 2022 and the Board is satisfied that Polly has recent and relevant financial experience, representing 33% of the current committee membership.

The Audit Committee met four times during 2022, with attendance as follows:

Members Attendance
Polly Williams (Committee Chair) 4/4
Pauline Lafferty 4/4
Terry Twigger * 1/1
Sandra Breene * 0/0

* Terry Twigger stepped down from the committee on 29 April 2022, and was replaced by Sandra Breene on 5 December 2022.

Committee evaluation

During the year, the Audit Committee reviewed its performance, which was facilitated by an anonymous online survey managed by an independent third party as part of the Board’s updated evaluation process. The Committee considered it has adequate qualifications and skills to perform its responsibilities, particularly through Polly Williams’ financial and audit experience. The Committee noted that between May and December, it had two members was not compliant with the Code. During this time, Non-Executive Director, Jamie Pike, attended the Audit Committee meetings to maintain the presence and oversight of three independent NEDs. Overall, the Committee concluded that its performance was effective in 2022 and that it fulfilled its role in accordance with its Terms of Reference.

Responsibilities

The Committee is responsible for:

  • ensuring the financial performance of the Group is properly reported and monitored;
  • advising the Board on whether it believes the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable;
  • compliance with legal requirements;
  • adoption and correct implementation of accounting standards;
  • meeting the requirements of the FCA’s UK Listing regime;
  • assessing the Group’s internal control processes and assurance framework;
  • reviewing any instances of fraud or whistleblowing;
  • supervising the relationship and performance of the external and internal Auditors; and
  • reviewing the nature and extent of audit and non-audit services provided to the Group by the external Auditor.

The Audit Committee’s Terms of Reference are available in the Corporate Governance section of the Company’s investor relations website xppowerplc.com.

Activities

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act 1967. In 2022, the Audit Committee’s activities included:

  • Examining the Annual Report and discussing it with management and the external Auditor to assess whether the reports, taken as a whole, were fair, balanced and understandable prior to recommending these to the Board for approval.
  • Reviewing the balance sheet of the Company and consolidated financial statements of the Group before their submission to the Board of Directors, as well as the independent Auditor’s report.
  • Receiving reports from management and the external Auditor on the key accounting issues and areas of significant judgement, reviewing and challenging these areas and the level of disclosure. See “Significant risks and judgements in the financial reporting” below for the principal matters discussed.
  • Reviewing assistance given by the Company’s management to the independent Auditor.
  • Challenging the assumptions and analysis produced by management on the Group’s going concern basis of preparation, the long-term viability statement and associated risk assumptions, the accounting policies and disclosures, financial reporting issues and assumptions and adjustments made, including those related to goodwill and capitalised product development.
  • Reviewing any dividend flows across Group entities.
  • Reviewing and approving the use of alternative performance measures in the Annual Report.
  • Reviewing and recommending viability statement and going concern statement to the Board.
  • Reviewing the half-year report.
  • Evolving the Group’s risk and compliance framework by directing the outsourced internal Auditor, Deloitte LLP, and reviewing the work scopes of the target areas.
  • Reviewing and approving the internal audit plan.
  • Reviewing the findings of the internal audit work and follow-up of previous year’s reviews.
  • Ongoing review of the development and implementation of the Company’s new ERP system.
  • Managing and reviewing the external audit plan, including receiving updates on delivery of the plan.
  • Reviewing reports from the external Auditor on the Group’s financial reporting and their observations on the internal financial control environment.
  • Reviewing controls and processes following the Comet litigation.# XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE

AUDIT COMMITTEE REPORT CONTINUED

  • Reviewing the effectiveness of the Group’s internal controls and disclosures made in the Annual Report and Financial Statements.
  • Review approach taken to the Task Force on Climate-Related Financial Disclosures (TCFD).
  • Assessing the accounting principles to be adopted in the preparation of the statutory accounts.
  • Reviewing any material issues of fraud, whistleblowing and litigation.

The Audit Committee is satisfied that the Company has maintained adequate risk management and internal controls throughout the year.

Consideration of significant financial reporting matters

In relation to the 31 December 2022 Financial Statements, in this report on pages 149-194, the Audit Committee considered the following topics. These areas are considered significant due to the level of materiality and degree of judgement exercised by management. The Audit Committee questioned the judgements and estimates made on each significant matter detailed below and resolved that they were appropriate and acceptable.

SIGNIFICANT MATTERS FOR THE YEAR ENDED 31 DECEMBER 2022

HOW THE AUDIT COMMITTEE ADDRESSED THESE MATTERS CONCLUSION
VALUATION OF GOODWILL
The carrying value of goodwill is a material item on the Group balance sheet and may require impairment if expected future benefit of cash-generating units reduces. Impairment assessments are performed at least annually by management to generate discounted cash flows for each cash-generating unit (CGU) and provide comfort over the balance sheet value.		 The Committee challenges the appropriateness of judgements and forecasts used in management’s impairment assessment, including the calculation of discount rates and forecast growth rates. Impairment calculations indicated that there remains significant headroom between the value in use and the carrying value. The Committee was satisfied that there was no indication of impairment.
CAPITALISED PRODUCT DEVELOPMENT
As part of the Group’s product development process, direct costs associated with new products are capitalised and amortised over their expected useful life. The carrying value of these costs is rising in line with increased product development as the business has grown, and requires judgement over future success and useful lives of these products.		 The Committee assesses a regular review of revenue streams for capitalised products that have been released for sale, which is performed and presented by management. This enables challenge of performance of new products compared to expectations, and the impact of significant projects to overall carrying value. During the year, the Committee has challenged the nature of the assets within the smaller value completed projects. Management performed a review to understand the nature of the assets and identify any recoverability risk. The Committee was satisfied with the judgements used and carrying value of capitalised product development.
INVENTORY
Inventory levels increased during the year as the Group responded to increased demand and delays in the global supply chain. The risk of obsolescence and ongoing control over existence and completeness of inventory balances is a key focus for balance sheet accuracy.		 Physical inventory across all sites was validated through a combination of ongoing cycle counts, wall-to-wall stock counts and, where appropriate, sample counts held at year-end. The Committee reviewed the accuracy of ongoing cycle counts and targets set by management. Inventory counts and valuations were reviewed by management and the external Auditor, and the results reported to the Committee. The Committee was satisfied that the counts were conducted appropriately.
VIABILITY STATEMENT AND GOING CONCERN
Management prepares a going concern assessment and viability statement with consideration of longer-term forecast cash flows that consider principal risks including climate-related considerations.		 The Committee reviewed the period that viability should be assessed, and reaffirmed that three years remains appropriate. They also considered how the Group’s principal risks should be reflected in the modelling of sensitivity analysis for liquidity and solvency. It reviewed the results of management’s scenario modelling and the reverse stress-testing of these models, along with consideration of the Group’s financing facilities, covenant tests and future funding plans. Based on this review, the Committee confirmed that the application of the going concern basis for the preparation of the financial statements continued to be appropriate, and recommended the approval of the viability statement, which can be found on page 58.
SPECIFIC ONE-OFF ITEMS AND ADJUSTED MEASURES
Adjusted measures are not reported as part of the financial statements but are used in the Annual Report and Accounts to clarify underlying performance for users of the accounts by excluding specific one-off items.		 The classification of specific items is reviewed by the Committee and only includes items of significant income and expense, which, due to their size, nature or frequency, merit separate presentation to allow Shareholders to better understand the elements of financial performance. The Committee reviewed items to be included throughout the year to confirm appropriateness. The Committee was satisfied that the classification of specific items was appropriate and in 2022 included Comet litigation.

XP Power Annual Report & Accounts for the year ended 31 December 2022

Fair, balanced and understandable

The Committee considered the Annual Report and half-year report, on behalf of the Board, to be fair, balanced and understandable, in accordance with requirements of the UK Corporate Governance Code. To assist in this process, the Committee considered comments from the external Auditors. The Committee also considered the Group’s use of alternative performance measures, including the appropriateness of their current use and disclosure in the Financial Statements and Strategic Report. The Committee concluded that their current use was fair, balanced and understandable.

Internal control

The Board is ultimately responsible for the Group’s system of internal controls and ongoing assessment of these; further details are included in our Risk Management Framework on page 50. In 2022, the Committee, on behalf of the Board and with assistance of the internal audit function, monitored, reviewed and assessed the effectiveness of the Group’s internal control systems and principal financial risks. The Committee regularly reviewed the outcome of the audits of key financial controls included in the internal audit programme. Management also provided the Committee with an update of key accounting issues and financial controls at each meeting. The Committee considered the current approach to controls and assurance in light of potential future governance requirements, primarily resulting from the proposals contained in the BEIS paper, and will continue to review management’s plans in 2023.

Internal audit

The internal audit function, performed by Deloitte LLP, provides independent and objective assurance of the effectiveness of the Group’s risk management, control and governance processes. The Committee reviewed the scope and nature of the internal audit work performed by Deloitte LLP in early 2023. In 2022, the Committee reviewed updates to the internal audit plan to ensure that the internal audit framework remains appropriate in combination with the Board’s risk monitoring process, which used it to identify areas for risk assurance work and internal audits to be carried out. This included an assessment on the procurement maturity process, and a review of cybersecurity and cloud governance. The Group has continued with the controls self-assessments programme covering all sites. The internal Auditor’s recommendations are assessed by management and addressed within an agreed timeline. The recommendations and control observations from the reviews are rated and presented to the Committee for comment or further action. The internal Auditor regularly follows up these actions and informs the Committee of progress against the agreed timeline.

External audit effectiveness and independence

The Committee assesses audit effectiveness throughout the financial year. This includes reviewing the detailed audit plan and key audit risks included in it, amount and composition of resources on the audit and use of specialists, where appropriate. The Committee reviewed and agreed issues that arose during the audit and agreed resolutions with the external Auditor. The Committee also received feedback from management evaluating the performance of the external audit teams. Consideration was given to the quality of the audit, communication and interaction with the finance teams across the Group. Management concluded that the relationship with the external Auditor continued to be effective. The Committee has concluded that the external Auditor and audit process were effective and that audit teams had provided effective challenge. The Committee has reported to the Board that the reappointment of PwC should be proposed at the forthcoming AGM. The current external Auditor, PwC, was appointed in 2007. In line with best practice, the audit partner rotated off after five years in 2019 when the current audit partner took over the engagement. In 2022, following easing of pandemic travel restrictions to Singapore and the go-live of the Group’s new ERP system, the Committee concluded that an external audit retender process will commence in 2023. The Audit Committee reviews the role and independence of the external Auditor. A formal statement of independence is received each year, together with a report on the safeguards in place to maintain their independence, and internal measures to ensure their objectivity.# AUDIT COMMITTEE REPORT
The Audit Committee comprises three independent Non-Executive Directors. The Committee met four times during the year. All members have been appointed for the full year.

Committee Membership

Name Attendance
Terry Twigger (Chair) 4/4
Pauline Lafferty 4/4
Polly Williams 4/4

Key Activities in the Year

The Committee’s key activities during the year were as follows:
* Review of the interim and annual financial statements before their approval by the Board.
* Review of internal controls and the effectiveness of the internal audit function.
* Review of the external auditor’s audit plan and reports.
* Discussion with the external auditor about the scope and results of their audit.
* Review of the Company’s risk management processes.
* Review of the Company’s compliance with relevant laws and regulations.

External Auditor

The Committee is responsible for making recommendations to the Board regarding the appointment of the external auditor. The external auditor, Deloitte, was reappointed at the 2022 Annual General Meeting. The Committee’s policy on the appointment of the external auditor and the provision of non-audit services is as follows:

  • The selection of the external auditor is based on the auditor’s independence, expertise, and the quality of their service.
  • The Committee reviews the external auditor’s audit plan and fees annually.
  • The Committee reviews the independence of the external auditor on an annual basis.
  • The Committee approves the provision of non-audit services by the external auditor.

With the external Auditor, the Committee discusses areas where they have challenged management and how any disagreements have been resolved. The Committee is satisfied that this independence has been maintained. The Committee has formalised its policy and continues to operate an approved a set of procedures regarding the appointment of external Auditors to conduct audit and non-audit work. Under this policy:
* the award of audit-related services to the Auditor over £50,000 must be approved by the Chair of the Audit Committee, who, in their decision to approve, will consider the aggregate of audit- related revenue already earned by the Auditor in that year. Audit-related services include formalities relating to borrowing, Shareholder and other circulars, regulatory reports, work relating to disposals and acquisitions, tax assurance work and advice on accounting policies;
* the award of tax consulting services to the Auditor over £50,000, subject to compliance with the EU member state restrictions, must first be approved by the Chair of the Audit Committee; and
* the award of other non-audit-related services to the Auditor over £20,000 must first be approved by the Chair of the Audit Committee.

During the year, non-audit fees of £0.02 million representing 2.7% of total audit fees (2021: £0.02 million representing 4% of total audit fees) were paid to the Auditor for review of the 30 June 2022 interim financial statements.

117XP Power Annual Report & Accounts for the year ended 31 December 2022

REMUNERATION COMMITTEE REPORT

Dear Shareholder

This report sets out details of the Directors’ remuneration in 2022 and how the Remuneration Committee anticipates operating the new Directors’ Remuneration Policy in 2023. The Remuneration Committee met on four occasions during the year. The current Remuneration Committee members are all independent Non-Executive Directors

Members Attendance
Pauline Lafferty (Committee Chair) 4/4
Polly Williams 4/4
Jamie Pike* 2/2
Terry Twigger* 2/2
  • Terry Twigger stepped down from the committee on 29 April 2022, and was replaced by Jamie Pike.

Major activities in the year

Although much of the world returned to near normal in 2022, we continued to face COVID-19 directly and indirectly throughout 2022, with lockdowns continuing across a number of our countries. Most notably, the five-week lockdown in our Kunshan facility in China impacted not only our production, but also resulted in disruption around ports, and tight air and sea freight supply. This disrupted supply chains, leading to increased transit times and significant cost increases, and caused delays to shipments particularly in H1. Trading performance finished strongly in H2 as supply chain conditions improved. Order intake remained above historic levels, highlighting robust end market demand and market share gains in recent years. Dividends were paused in 2020 for two quarters but were resumed in 2020 and continued to be maintained throughout 2021 and 2022. In addition, annual performance was impacted by a provision for damages awarded against the Group following the Comet legal case, along with related legal costs. While litigation remains ongoing, the Group has placed collateral of $44 million (£37.0 million) for a court bond against the damages, which is reflected in cash flow and net debt, on top of the legal cost. The business and its people have continued to demonstrate courage, resilience and dedication. We have supported customers by continuing to operate, especially in markets most severely affected by the pandemic throughout the year. As a result of the ongoing commitment of our colleagues, our strong performance in the second half of 2022 positions us well for 2023. It is particularly pleasing, therefore, to note the sustained focus by the business on supporting its employees during another year of uncertainty, not only in relation to the persisting impact of the pandemic but also the more recent cost-of-living pressures being faced by our workforce globally.

Key remuneration decisions for 2022

ANNUAL BONUS

The annual bonus for 2022 was based on adjusted profit before tax, adjusted operating cash conversion measured at each quarter end and the attainment of strategic goals. The details of the financial measures and targets and the achievement against them is shown on page 125. The business and its people have continued to demonstrate courage, resilience and dedication.

PAULINE LAFFERTY
REMUNERATION COMMITTEE CHAIR

COMMITTEE MEMBERSHIP

  • Pauline Lafferty Chair
  • Polly Williams
  • Jamie Pike (from 29 April 2022)

118 XP Power Annual Report & Accounts for the year ended 31 December 2022

No bonuses were earned for the financial metrics as the thresholds were not met. The Committee assessed the strategic objectives set for the executive directors against the targets set at the start of the year, and determined that many of the objectives had been achieved. However, in light of the nil pay-out earned for the financial objectives, the executive directors volunteered to waive their bonuses, for which the Committee is appreciative.

The vesting of the 2020 LTIP award

LTIP awards granted in 2020 vested based on three- year performance through to the end of 2022, with vesting based on 3-year cumulative adjusted EPS growth (for 67% of the award) and relative Total Shareholder Return (for 33%).
* The EPS target range was 523.4p to 586.0p, with an actual EPS outcome of 534.8p, resulting in 39% vesting of the EPS portion of the awards.
* Our relative TSR performance was below median, resulting in zero vesting of the TSR portion of the awards.

The overall percentage of vested shares was 25.90% of the total award. The shares vest five years after the grant date.

The 2023 Directors’ Remuneration Policy

The current Directors’ Remuneration Policy (the “Policy”) will reach the end of its three-year term at the 2023 AGM; therefore, the Committee spent time during 2022 considering potential changes to the Policy to meet the needs of the business and ensure that we continue to attract, retain and motivate talented executives. The Policy has been shaped by several competing priorities including the intense labour pressures in all our markets, our continuing strong growth and performance, and the successful embedding of our acquisitions in Germany. Concurrently, COVID continues to present challenges and uncertainties for our facilities in Asia, our continuing investment in production capabilities coupled with unpredictable supply chains and escalating production costs. The changes made to the Policy and pay of Executive Directors over recent years have been, in our view, sensible, as well as necessary, as we have performed and grown. The annual award levels under the LTIP and the Restricted Share Plan remain below the Policy maxima for both the CEO and CFO. In addition, the CEO’s total pay remains below that of CEOs at companies of a similar size. We think the current Policy will continue to serve us well and hence are proposing no substantial changes for 2023. The Committee’s review process included consultation with our 20 largest shareholders, whose feedback helped to inform our final decisions. Most respondents were supportive of our Policy, with a couple seeking clarification about the nature and extent of the shareholding requirements for our executives. We have ensured that our new Policy clearly identifies the arrangements that are already in place – namely, that Executive Directors are required to build a minimum shareholding equivalent to 200% of base salary within five years of appointment, and maintain this shareholding for one-year post- cessation and half of this shareholding for a further year. Furthermore, 50% of any bonus achieved is deferred into a share-based award for two years, while restricted share-based awards vest after five years from the date of grant. Though performance is measured over three years, LTIP awards are also subject to a five-year overall vesting period from the grant of award. We believe that, in combination, these arrangements provide close alignment between the interests of Executive Directors and Shareholders over the long term. One Shareholder, who opposed the Policy in 2020, suggested that they continue to oppose the combination of performance and time-based equity awards in our long-term incentive arrangements. The Committee understands that it is unusual to mix performance and restricted shares for Executives at FTSE-listed companies, but continues to feel that this is the right approach for XP Power, particularly since the combination of performance and restricted share awards is for employees at all levels in the US, a major talent market for XP Power; extending this practice to our UK-based Executive Directors creates further alignment between the Executives and below-Board employees, and ensures that all key management personnel are treated fairly and encouraged to pull in the same direction. In this context, the relatively small size of the restricted award to Executive Directors (12.5–15% of salary) means that most of their variable remuneration remains performance based.

Decisions effective from 2023

The Committee has proactively tracked wage inflation in each of our operating markets throughout 2022; and used this to inform salary increase proposals in April 2023 for all employees. In this context, a tiered approach to salary increases has been adopted for 2023, with the intention for those on lowest salaries to receive higher percentage increases, up to 8%, around an average of 5% (to reflect the increased pressure the cost-of-living crisis places on these employees) to 2-4% for our most senior executives.# GOVERNANCE REMUNERATION COMMITTEE REPORT CONTINUED

The Committee has also adopted a consistent approach in reviewing the base salaries for the Executive Directors and approved increases of 0-3.6%, in line with other senior executives and significantly below the increases awarded to the majority of employees in the UK and Singapore (5% on average). The Remuneration Committee felt that these modest increases were appropriately aligned with our approach for the wider workforce, recognise the continued strong leadership of our Executive Directors, and ensure that our arrangements keep pace with salaries elsewhere in our highly competitive talent markets.

REMUNERATION COMMITTEE REPORT CONTINUED

The metrics for the annual bonus will remain broadly unchanged, with pay-out based on adjusted PBT, adjusted operating cash flow as a percentage of adjusted operating income and strategic objectives. The Committee intends to award performance shares with a face value of 100% of base salary, and restricted shares with a face value of 12.5% of base salary to Gavin Griggs and Oskar Zahn, with awards to Andy Sng of 75% and 15% of salary respectively. When determining these award levels, the Committee considered the number of awards that would be granted due to the share price. The Committee decided that it was appropriate to continue granting at normal levels but will continue to monitor expected and final outcomes, using its discretion to make adjustments if necessary. The awards remain subject to a combination of EPS and relative TSR measures as set out on page 123.

How we ensured employees’ voices were heard at Board level in 2022

During the year, I held four virtual engagement sessions with a diverse group of employees from across the Company's key locations, in my capacity as both Chair of the Remuneration Committee and designated NED for employee engagement. These sessions allowed employees to share their views and ask questions they have. Topics covered included our corporate culture and performance, as well what would make XP Power a better place to work at. Of particular focus throughout these discussions in 2022 were the ongoing business challenges and the impact of the prevailing inflationary environment, and how the Company’s leadership were ensuring we remain well placed to navigate these. This feedback, along with the submissions through the anonymous employee surveys, were discussed at subsequent Board meetings. Employees are also able to ask questions or share perspectives on the subject of remuneration and, while no specific feedback was received on this subject in 2022, these would be considered by the Remuneration Committee and inform its decision making around executive pay.

Remuneration resolutions at the 2023 AGM

In addition to presenting our proposed Remuneration Policy (which remains substantially unchanged from the current Policy) and Report to shareholders at the AGM in 2023, we are also seeking approval for new share plan rules applying only to senior managers below Board level. These remain largely unchanged from the previous rules, but with added flexibility to allow awards to vest in tranches, phased over multiple years, which the Committee considers is important to enable the Company’s effective recruitment and retention in various geographic markets; it should be noted that these rules will not apply to Executive Directors.

The views of our Shareholders are important to us, and I hope that you will support all three of our remuneration-related resolutions. If you have any questions or comments, I can be reached at [email protected].

PAULINE LAFFERTY
REMUNERATION COMMITTEE CHAIR
28 February 2023

REMUNERATION AT A GLANCE

Context to major decisions and activities in the year Achievements during the year Key remuneration decisions for 2022 and 2023
Absolute share price performance / relative TSR against the FTSE 250 Received record order levels no bonus was paid for 2022.
Profits/revenue performance Completed acquisition of FuG and Guth 25.90% of shares vested under the 2020 LTIP.
Operating cash conversion performance Significant progress in building a more robust supply chain Executive Directors’ base salaries will increase between 0% and 3.6% from 1 April 2023.
Rising wage inflation

[SEE PAGES 118–119 FOR MORE INFORMATION] [SEE PAGE 118 FOR MORE INFORMATION] [SEE PAGES 118-120 FOR MORE INFORMATION]

Total Remuneration receivable for Executive Directors (£’000)

Name Base salary Pension Benefits Long-term incentives
GAVIN GRIGGS 412 23 33 44
OSKAR ZAHN 128 730 512 244
ANDY SNG 43 22 537 45

Note: The figures for Oskar Zahn appear to be misaligned with the headers. The table structure above attempts to preserve the visual representation as closely as possible to the original text.

Andy Sng’s adjusted profit before tax targets are set with reference to divisional, rather than Group, performance. Performance against these targets resulted in nil pay-out of this element as the threshold was not met.

ADJUSTED OPERATING CASH CONVERSION (25%)

Actual Maximum On-target Threshold
42% 110% 100% 90%

ADJUSTED PROFIT BEFORE TAX (50%)

£38.0m £57.6m £52.4m £47.2m
Actual
Maximum
On-target
Threshold

TSR (33%)

50% 70% 39%
Upper quartile
Median
39th percentile

[SEE PAGE 125 FOR MORE INFORMATION] [SEE PAGE 129 FOR MORE INFORMATION]

REMUNERATION COMMITTEE REPORT CONTINUED

This table summarises the key components of the Directors’ Remuneration Policy set out on pages 132-138, which is subject to approval by Shareholders at the AGM on 18 April 2023, and how the Committee intends to implement the Policy in 2023.

| COMPONENT | SUMMARY OF POLICY OPERATION IN 2023 # XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE

REMUNERATION COMMITTEE REPORT CONTINUED

Annual report on remuneration

In 2023, the Remuneration Committee anticipates granting the following awards:

Name LTIP award (% of salary) RSP award (% of salary)
Gavin Griggs 100% 12.5%
Oskar Zahn 100% 12.5%
Andy Sng 75% 15.0%

The LTIP awards will vest subject to a combination of (i) cumulative diluted adjusted EPS performance and (ii) TSR performance compared with the TSR of companies in the FTSE 250 excluding investment trusts, both measured over three financial years. The performance targets for the EPS metric were still being considered by the Committee at the time of publication but will be disclosed at the time of the awards. The targets for the TSR element continue to be as below:

TSR vs FTSE 250 ex investment trusts Vesting
(33% of maximum) Upper quintile (80th percentile) or above
Median (50th percentile)
Below median

100%
25%
No vesting

Vesting between threshold and maximum will be measured on a straight-line basis.

Non-Executive Directors' Fees

Fees are set at a level that is sufficient to attract, motivate and retain quality Non-Executive Directors. Fees are reviewed periodically. Non-Executive Directors are not entitled to participate in the Group’s incentive plans.

On 1 March 2022, XP Power announced the appointment of Jamie Pike as a Non-Executive Director and designate Chair, with the intention that he would support the transition of the current Chair of the Board and then, subject to the required approvals, succeed James Peters as Chair from the conclusion of the Company’s AGM in 2023. From that point onwards, it is intended that Jamie Pike will receive an all-inclusive annual fee of £220,000.

As discussed in last year’s Annual Report on Remuneration, the fee that James Peters currently receives is materially below the Chair fees offered at other UK-listed companies of a similar size; this is due to his significant shareholding in XP Power, meaning he has elected to receive the same fee as the Senior Independent Director. Jamie Pike is not a major shareholder in the Company, and the Committee has therefore set his fee at a more market-typical level, believing it to be both competitive and reasonable, reflecting the complexity of the role and time commitment involved.

Fee from 1 April 2022 Fee from 1 April 2023
Chair’s fee £60,000 £220,000
Base fee £50,000 £50,000
Additional fee for chairing a Committee £5,000 £5,000
Additional fee for acting as Senior Independent Director £5,000 £5,000
Additional fee for extra responsibility* £5,000 £5,000

Fees for the Non-Executive Directors were reviewed by the Chair of the Board, the designate Chair and the Executive Directors in February 2023, and no change to the base fee is proposed during 2023. In accordance with the Singapore Companies Act 1967, a total capped amount of fees for Non-Executive Directors will be proposed at the forthcoming AGM.

  • Extra responsibilities include acting as designated NED for workforce engagement or as Board representative on an executive committee.

123 XP Power Annual Report & Accounts for the year ended 31 December 2022

REMUNERATION COMMITTEE REPORT CONTINUED

Single total figure of remuneration

The table below shows the total remuneration receivable for each Executive Director for the financial year ended 31 December 2022 and December 2021 respectively.

Salary/fees Benefits 2 Pension 3 Total fixed pay Annual bonus Share-based incentives 4,5 Total variable pay Total
£’000
Total Executive Directors
Gavin Griggs
2022 537 22 43 602 – 128 128 730
2021 492 18 37 547 459 205 664 1,211
Oskar Zahn 1
2022 412 23 33 468 – 44 44 512
2021 267 15 21 303 182 61 243 546
Andy Sng
2022 179 10 10 199 – 45 45 244
2021 158 29 9 196 105 66 171 367
Chair and Non-Executive Directors
James Peters
2022 60 3 – 63 – – – 63
2021 60 3 – 63 – – – 63
Pauline Lafferty
2022 59 – – 59 – – – 59
2021 55 – – 55 – – – 55
Polly Williams
2022 57 – – 57 – – – 57
2021 50 – – 50 – – – 50
Terry Twigger
2022 20 – – 20 – – – 20
2021 60 – – 60 – – – 60
Jamie Pike 6
2022 42 – – 42 – – – 42
2021 – – – – – – – –
Sandra Breene
2022 11 – – 11 – – – 11
2021 – – – – – – – –
Amina Hamidi
2022 11 – – 11 – – – 11
2021 – – – – – – – –

1 Oskar Zahn was appointed CFO with effect from 4 May 2021 and to the Board with effect from 20 May 2021. Total remuneration for Oskar in 2021 reflects pay for the portion of the year that he was an Executive Director.

2 Benefits include life insurance, private medical cover, car allowance, and housing allowance in China for Andy Sng.

3 The value of the annual bonus represents performance over the relevant financial year: 50% of the pay-out is deferred into shares. Further details of the 2022 annual bonus, including performance measures, actual performance and bonus pay outs, can be found on page 125.

4 The value of share-based incentives for 2022 represents i. for Gavin Griggs and Andy Sng, the performance-based LTIP awards granted on 22 April 2020 with performance measured over three financial years to 31 December 2022, based on the three-month average share price to the year-end of £18.8525 and dividend equivalents payable to this date, ii. for Gavin Griggs, Oskar Zahn and Andy Sng, the value at grant of the restricted share awards granted on 8 March 2022 based on a share price of £36.00. The values shown for Gavin Griggs and Andy Sng include the impact of a decline in the share price and dividend equivalent payments on the April 2020 LTIP equal to £(26,000) and £(8,000) respectively. The value of the April 2020 LTIP will be updated in next year’s Directors’ Remuneration Report to reflect the updated share price and dividend equivalent payments. Further details of the LTIP, including performance measures, actual performance and vesting can be found on page 126. Further details of the 2022 RSP can be found on page 126.

5 The value of share-based incentives for 2021 represents (i) for Gavin Griggs and Andy Sng, the performance-based LTIP awards granted on 16 March 2019 with performance measured over three financial years to 31 December 2021, and (ii) for Gavin Griggs and Andy Sng, the value at grant of the restricted share awards granted on 3 March 2021 based on a share price of £51.80. The vesting of March 2019 LTIP awards was based on three-year performance to 31 December 2021. 50% of the performance-vested awards vested on 16 March 2022 and the remaining 50% will vest on 16 March 2023. The value of these awards reflects the share price on vesting of £38.00 for the half of the award that vested on 16 March 2022; the three-month average share price to 31 December 2022 of £18.8525 to estimate the value at vesting of the remaining 50% of the award; and dividend equivalents payable to 31 December 2022.

6 Jamie Pike joined the Board on 1 March 2022 as a Non-Executive Director and designate Chair.

124 XP Power Annual Report & Accounts for the year ended 31 December 2022

Notes to the single total figure table

BASE SALARY IN THE YEAR ENDED 31 DECEMBER 2022

Executive Directors’ base salaries are reviewed by the Remuneration Committee with effect from 1 April each year and when an individual changes position or responsibility. Changes in Executive Directors’ base salaries during the year are:

Base salary from 1 April 2021 Base salary from 1 April 2022 Percentage increase
Gavin Griggs £500,000 £550,000 +10%
Oskar Zahn 1 £400,000 £416,000 +4%
Andy Sng S$300,000 S$312,000 +4%

1 Oskar Zahn was appointed as CFO with effect from 4 May 2021, with a base salary of £400,000.

PENSIONS IN THE YEAR ENDED 31 DECEMBER 2022

Executive Directors’ pension contributions are aligned to those offered to all employees in their respective countries of employment. This is 8% of base salary for UK Executive Directors and 6% of base salary for Andy Sng, who is based in Singapore.

ANNUAL BONUS IN THE YEAR ENDED 31 DECEMBER 2022

The maximum annual bonus opportunity in 2022 was 125% of base salary for the CEO and 100% of base salary for other Executive Directors. The table below summarises performance against the Group performance targets set by the Remuneration Committee for the year.

Weighting Threshold (25%) On-target (50%) Maximum (100%) Actual % achieved
Adjusted profit before tax 1 50% £47.16m £52.4m £57.64m £38.0m
Adjusted operating cash conversion 2 25% 90% 100% 110% 42%
Strategic objectives 25%

1 Andy Sng’s adjusted profit before tax targets are set with reference to divisional performance, and the targets are commercially sensitive. Performance against these targets resulted in 0% of maximum becoming payable for this element of his annual bonus.

2 Calculated as adjusted operating cash flow as a percentage of adjusted operating profit measured at the end of each quarter and the average performance taken. This is to ensure cash conversion is an ongoing focus throughout the year. The full-year adjusted operating cash conversion was 42%.

The Committee assessed the strategic objectives set for the executive directors against the targets set at the start of the year, and determined that many of the objectives had been achieved. However, in light of the nil pay-out earned for the financial objectives, the executive directors volunteered to waive their bonuses, for which the Committee is appreciative. The strategic objectives covered several categories, including: key strategic objectives, ESG, people, supply chain management, finance team efficiencies, and treasury/forecasting improvements; the Committee prefers not to provide any more disclosure around these objectives, in light of the commercial sensitivities around their precise description, and the nil payout against them.

125# GOVERNANCE REMUNERATION COMMITTEE REPORT CONTINUED

Long-term incentive awards vested or due to vest with respect to performance in the year ended 31 December 2022

2020 LTIP AWARDS

The 2020 LTIP awards granted on 22 April 2020 were measured over three financial years from 1 January 2020, based two-thirds on compound annual EPS growth and one-third on TSR compared with companies in the FTSE 250 index excluding investment trusts. The table below summarises performance against the performance targets.

Weighting Threshold (25%) Maximum (100%) Actual % achieved
EPS growth 67% 523.4p 586.0p 534.8p
TSR 33% Median Upper quintile Below median
Total 25.90%

Shares under this award will vest on 22 April 2025, with performance measured over the three financial years ended 31 December 2022.

Date of grant Type of award Number of shares awarded % vesting Dividend equivalent payments per share¹ Number of shares vested or due Value of shares vested or due to vest¹
Gavin Griggs 22 April 2020 Nominal-cost options 10,453 25.90% £2.26 2,708
Andy Sng 22 April 2020 Nominal-cost options 3,236 25.90% £2.26 839

¹ The value of share-based incentives represents LTIP awards that vest with respect to performance periods ending during the year. As these awards were not due to vest until April 2023, the value of these has been estimated using the average share price in the last three months of 2022, being £18.8525, and an estimate of dividend equivalents.

Scheme interests awarded in the year ended 31 December 2022

The following awards were granted to Executive Directors in 2022:

Date of grant Plan¹ Type of award Face value of award Number of shares awarded End of performance period
Gavin Griggs 8 March 2022 LTIP 2017 Nominal-cost options £549,972 15,277
8 March 2022 RSP 2020 Nominal-cost options £68,724 1,909
8 March 2022 DBP 2017 Nil-cost options £229,356 6,371
Oskar Zahn 8 March 2022 LTIP 2017 Nominal-cost options £415,980 11,555
8 March 2022 RSP 2020 Nominal-cost options £51,984 1,444
8 March 2022 DBP 2017 Nil-cost options £91,044 2,529
Andy Sng 8 March 2022 LTIP 2017 Nominal-cost options £131,004 3,639
8 March 2022 RSP 2020 Nominal-cost options £26,172 727
8 March 2022 DBP 2017 Nil-cost options £52,560 1,460

² 2022 awards were granted under the LTIP 2017, RSP 2020 and DBP 2017 based on the mid-market share price for 7 March 2022, being £36.00.

Long-term incentive measures and targets

The performance targets for the 2021 and 2022 LTIP awards are summarised below.

2021 award (67% EPS and 33% TSR) 2022 award (67% EPS and 33% TSR)
Earnings per share
Operation Cumulative EPS over three financial years Cumulative EPS over three financial years
Threshold (25% vest) 576.7p 580.5p
Maximum (100% vest) 645.9p 650.2p
Total shareholder return
Operation Relative TSR compared with that for the constituents of the FTSE 250 index (excluding investment trusts) Relative TSR compared with that for the constituents of the FTSE 250 index (excluding investment trusts)
Threshold (25% vest) Median (50th percentile) Median (50th percentile)
Maximum (100% vest) Upper quintile (80th percentile) Upper quintile (80th percentile)

Awards of restricted shares that were granted to Executive Directors in 2022 are not subject to performance conditions on vesting.

Directors’ shareholding and share interests

A shareholding guideline applies to Executive Directors, which requires them to build and maintain a shareholding equal to 200% of base salary. The guideline will continue to apply in full for one-year post-cessation, with 50% of the guideline level (100% of base salary) applying for a second year. Deferred bonus shares, restricted shares, vested share options and LTIP shares that are still in their holding period will be counted against these requirements on a net of tax basis. The table below summarises the Directors’ beneficial interests (including that of their connected persons) in the Company’s shares:

Beneficially owned shares at 31 December 2021 Beneficially owned shares at 31 December 2022 Unvested Deferred Bonus shares Unvested RSP awards and LTIP awards for which the performance period has completed Unvested LTIP awards for which the performance period is in progress Vested but unexercised Deferred Bonus, RSP and LTIP awards Shareholding guideline (% of salary) Shareholding guideline met?
Executive Directors
Gavin Griggs – 8,252 9,473 9,407 24,929 – 200% Building
Oskar Zahn – – 2,529 2,647 19,579 – 200% Building
Andy Sng 24,000 30,723 2,786 3,074 5,569 60 200% Met
Chair and Non-Executive Directors
James Peters 1,004,279 1,004,279 – – – – n/a n/a
Jamie Pike – 3,838 – – – – n/a n/a
Terry Twigger¹ 1 – – – – – n/a n/a
Polly Williams – – – – – – n/a n/a
Pauline Lafferty – – – – – – n/a n/a
Sandra Breene² 2 – – – – – n/a n/a
Amina Hamidi² 2 – – – – – n/a n/a

¹ Terry Twigger stepped down from the Board with effect from 29 April 2022. The beneficially owned shares shown for Terry represent his shareholding at the 29 April 2022.
² Sandra Breene and Amina Hamidi joined the Board on 11 October 2022.

The table below summarises the outstanding share awards for Gavin Griggs:

Date of grant Exercise price Interest as at 31/12/21 Granted in the year Forfeited in the year Exercised in the year Interest as at 31/12/22 Vesting date¹ Expiry date
2017 LTIP
01/11/17 £0.01 8,000 – – (8,000) – 31/12/20 31/12/22
16/03/19 £0.01 13,659 – (9,106) (2,276) 2,277 16/03/22 16/03/24
22/04/20 £0.01 10,453 – – – 10,453 22/04/25 22/04/26
03/03/21 £0.01 9,652 – – – 9,652 03/03/26 03/03/27
08/03/22 £0.01 – 15,277 – – 15,277 08/03/27 08/03/28
2020 RSP
22/04/20 £0.01 1,307 – – – 1,307 22/04/25 22/04/26
03/03/21 £0.01 1,206 – – – 1,206 03/03/26 03/03/27
08/03/22 £0.01 – 1,909 – – 1,909 08/03/27 08/03/28
Deferred Bonus
02/03/18 – 515 – – (515) – 31/12/19 –
06/03/19 – 4,349 – – (4,349) – 31/12/20 –
04/03/20 – 471 – – (471) – 28/02/22 –
04/03/21 – 3,102 – – – 3,102 26/02/23 –
08/03/22 – – 6,371 – – 6,371 28/02/24 –

¹ LTIP awards granted in 2017 and 2019 vest 50% after three years, and 50% after four years; the vesting date shown in the column reflects the first vest date.

This table summarises the outstanding share awards for Oskar Zahn:

Date of grant Exercise price Interest as at 31/12/21 Granted in the year Forfeited in the year Exercised in the year Interest as at 31/12/22 Vesting date Expiry date
2017 LTIP
10/05/21 £0.01 8,024 – – – 8,024 10/05/26 10/05/27
08/03/22 £0.01 – 11,555 – – 11,555 08/03/27 08/03/28
2020 RSP
10/05/21 £0.01 1,203 – – – 1,203 10/05/26 10/05/27
08/03/22 £0.01 – 1,444 – – 1,444 08/03/27 08/03/28
Deferred Bonus
08/03/22 – – 2,529 – – 2,529 28/02/24 –

This table summarises the outstanding share awards for Andy Sng:

¹ LTIP awards granted in 2018 and 2019 vest 50% after three years and 50% after four years; the vesting date shown in the column reflects the first vest date.

The closing share price of the Company’s shares at 31 December 2022 was £20.35 (31 December 2021: £51.00) and the price range fluctuated between £14.64 and £52.50 over the financial year.

Payments to past directors

Duncan Penny stepped down as CEO on 31 December 2020 and stood down from the Board with effect from 20 April 2021. He ceased to be an employee at the end of May 2022. The Committee determined that he would be treated as a good leaver and the treatment of unvested awards is set out below:

  • LTIP
  • The second tranche of his March 2018 LTIP award vested in accordance with the plan rules in May 2022, with options over 5,079 ordinary shares in the Company becoming exercisable. This award was subject to performance conditions ending 31 December 2020 as previously disclosed.
  • The first tranche of his March 2019 LTIP award vested in accordance with the plan rules in March 2022, with options over 3,170 ordinary shares in the Company becoming exercisable. The second tranche of this award vested on Duncan Penny’s date of cessation as an employee at the end of May 2022, with options over 3,171 ordinary shares in the Company becoming exercisable. These awards were subject to performance conditions ending 31 December 2021 as in last year’s report.
  • The 2020 LTIP award, due to vest in April 2025, was assessed against the same performance conditions ending as for other Executive Directors set out on page 126 and will result in 25.90% options over ordinary shares in the Company becoming exercisable on the original vesting date. This award is subject to time pro-rating.
  • RSP

  • The 2020 RSP award is due to vest in 2025 and will be subject to a pro-rated reduction and a six-month exercise period, with options over 1,263 ordinary shares in the Company becoming exercisable on the original vesting date.# DBP

  • The 2019 DBP award vested in February 2022, with options over 657 ordinary shares in the Company becoming exercisable.

  • The 2020 DBP award vested on Duncan Penny’s date of cessation as an employee at the end of May 2022, with options over 4,256 ordinary shares in the Company becoming exercisable within 12 months from the vesting date.

Payments for loss of office

There were no payments for loss of office.

Assessing pay and performance

This chart shows the total shareholder return for XP Power since 31 December 2012 compared with that of the FTSE 250 (excluding investment trusts), rebased at 100.

Total Shareholder Return, rebased to 100 at 31 December 2012 (£)
700
800
600
500
400
300
200
100
0
31/12/2012
31/12/2013
31/12/2014
31/12/2015
31/12/2016
31/12/2017
31/12/2018
31/12/2019
31/12/2020
31/12/2021
Source: Refiniv Datastream
XP Power Ltd
FTSE Mid 250 Excluding Investment Trust Index
31/12/2022

This table shows total remuneration, annual bonus outturn and long-term incentive outturn for the CEO over the same period.

2013 2014 2015 2016 2017 2018 2019 2020 2021¹ 2022
CEO total remuneration (£’000) £271 £271 £310 £800 £531 £684 £562 £1,357 £1,211 £730
Annual bonus (% of maximum) 0% 0% 15% 27% 100% 71% 11% 98% 73% 0%
Long-term incentives (% of maximum) n/a n/a n/a 81% n/a n/a 80% 81% 33% 26%

¹ Data in the table is relevant to Duncan Penny up to 2020, and then Gavin Griggs from 2021.

129
XP Power Annual Report & Accounts for the year ended 31 December 2022
GOVERNANCE
REMUNERATION COMMITTEE REPORT CONTINUED

Context for Directors’ remuneration

While the Remuneration Committee has not engaged directly with employees on how Executive remuneration aligns with the wider pay policy, the Board has engaged through employee focus groups as outlined on page 120. The Remuneration Committee Chair acts as the designated Non-Executive Director for employee engagement and, to the extent employees wish to discuss executive pay, they are encouraged to ask questions on this and any other topics at these focus groups.

Annual percentage change in remuneration of Directors and employees

The table below shows the percentage change in salary, taxable benefits and annual bonus earned for each Director, compared to that of the average employee (excluding employees in China and Vietnam, where there has been significant salary inflation).

Percentage change between 2019 and 2020 Percentage change between 2020 and 2021 Percentage change between 2021 and 2022
Base salary Taxable benefits Annual bonus
Average employee 4% 3% 670%
Executive Directors
Gavin Griggs ¹ 10% (2%) 938%
Oskar Zahn ² – – –
Andy Sng ¹ 1% (9%) 6%
Non-Executive Directors
James Peters 15% 1% –
Jamie Pike ³ – – –
Terry Twigger ⁴ 25% – –
Polly Williams 27% – –
Pauline Lafferty 1338% – –
Sandra Breene ⁵ – – –
Amina Hamidi ⁵ – – –

¹ Gavin Griggs was appointed CEO with effect from 1 January 2021. The percentage change between 2020 and 2021 compared his pay as CEO with his pay as CFO.
² Oskar Zahn was appointed as CFO with effect from 4 May 2021, so no year-on-year comparison is possible.
³ Jamie Pike joined the Board on 1 March 2022, so no year-on-year comparison is possible.
⁴ Terry Twigger stepped down from the Board with effect from 29 April 2022, so no year-on-year comparison is possible between 2021 and 2022.
⁵ Sandra Breene and Amina Hamidi joined the Board on 11 October 2022, so no year-on-year comparison is possible.

CEO pay ratio

The table below shows the ratio of the CEO’s total remuneration to that of the lower quartile, median and upper quartile UK employee and for the CEO.

Year Method 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio
2022 Option A¹ 23:1 15:1 9:1
2021 Option A 40:1 25:1 15:1
2020 Option A 50:1 31:1 18:1
2019 Option A 21:1 13:1 7:1

¹ Option A was selected because it best reflects the underlying data.

Because a large portion of the CEO’s pay is variable, the pay ratio is heavily dependent on the outcomes of variable pay plans and, in the case of long-term share-based awards, share price movements. The year-on-year difference in the ratio of the CEO’s pay to the pay of UK employees is principally explained by the variable pay outturns paid in 2021, which were higher than those paid in 2022. Annual bonus and long-term incentives make up a significant proportion of Executive remuneration while it is only a relatively low proportion of total pay for the wider workforce.

The table below shows the total pay and benefits, and the salary component for the employees who sit at each of the three quartiles in 2022.

Total pay and benefits Salary component of total pay
25th percentile £31,270 £29,863
50th percentile £50,320 £45,000
75th percentile £79,733 £72,201
Chief Executive £730,000 £537,000

130
XP Power Annual Report & Accounts for the year ended 31 December 2022

The ratio of the CEO’s pay to the median pay of employees in the UK is a function of XP Power’s pay, reward and progression policies for the Company’s UK employees and for all XP Power’s employees. The Company aims to pay all employees, including the CEO, in accordance with its values, a desire to pay for performance, internal relativities and the appropriate external market reference points.

Relative importance of spend on pay

This chart illustrates the relative importance of spend on pay compared to Shareholder dividends paid.

2021 2022
Distribuon to Shareholder dividends ¹ £18.2m £18.6m (+2%)
Group employment costs ² £75.2m £95.2m (+27%)

¹ Refer to Financial Statements – Note 9 for more details.
² Group employment costs includes Directors’ remuneration. Refer to Financial Statements – Note 5 for more details.

£100m
£75m
£50m
£25m
£0
2021
2022

Advice received in the year

During the year, FIT Remuneration Consultants LLP (“FIT”) provided advice to the Company on Directors’ remuneration. From December 2022, Ellason LLP (“Ellason”) succeeded FIT as advisors to the Committee. Neither FIT or Ellason provide other services to the Remuneration Committee, have further connection with the Company or individual Directors. FIT and Ellason are both signatories to the Remuneration Consultants Group’s Code of Conduct. The fees paid by the Company to FIT in the year was £35,911 excluding VAT. Fees paid by the Company to Ellason in December 2022 was £7,650 excluding VAT. On this basis, the Remuneration Committee satisfied itself that the advice of FIT and Ellason was objective and independent.

Voting on remuneration

The table below sets out voting in respect of the approval of the Directors’ Remuneration Policy at the AGM on 21 April 2020 and the Directors’ Remuneration Report at the AGM on 14 April 2022.

Meeting Votes for % of votes for Votes against % of votes against Votes withheld
Approval of Directors’ Remuneration Policy 21 April 2020 11,125,326 79.15% 2,930,138 20.85% 299,852
Approval of Directors’ Remuneration Report 14 April 2022 14,507,210 94.7% 812,231 5.3% 1,500

We continue to engage with our Shareholders on executive remuneration and seek to strike the right balance of interest among all our Shareholders.

131
XP Power Annual Report & Accounts for the year ended 31 December 2022
GOVERNANCE
REMUNERATION COMMITTEE REPORT CONTINUED

DIRECTOR’S REMUNERATION POLICY

The Directors’ Remuneration Policy (the “Policy”) is subject to a binding shareholder vote at XP Power’s AGM on 18 April 2023 and, if approved, will apply from this date. The intention is that the Policy will apply for a period of at least three years. The Policy was reviewed and approved by the Remuneration Committee. As part of the review process, the Committee sought the views of other Board members, Executives and the external advisers, as well as our larger shareholders and shareholder advisory bodies. This feedback was considered by the Committee, who then made decisions independently. There are no material changes proposed in the Policy from the previous version, which was approved at the AGM in 2020. The information in this section of the Directors’ Remuneration Report is not subject to audit.

How our remuneration policy links to the UK Corporate Governance Code

When the proposed Policy was developed, the Committee was mindful of the UK Corporate Governance Code and considers that the executive remuneration framework continues to appropriately address the following factors:

FACTORS HOW THESE ARE ADDRESSED
Clarity • Our Directors’ Remuneration Policy is transparent and clearly articulated in the Annual Report. There are no material changes from the previous version of the Policy so it is already well understood internally and externally.
Simplicity • The Committee believes that the executive remuneration arrangements are market standard, straightforward and well understood by both participants and Shareholders.
Risk • The Committee’s approach to target setting seeks to discourage inappropriate risk taking through a blend of Shareholder return, financial and non-financial objectives. • Our Policy contains appropriate discretion to mitigate potential risks, we operate bonus deferral and post-cessation shareholding requirements. Malus and clawback provisions also apply to the annual bonus plan, LTIP and RSP.
Predictability • Executives’ incentives are subject to individual participation caps. An indication of the range of outcomes in the packages is provided on page 121. • Deferred bonus and LTIP awards provide alignment with the share price and their values will depend on share price at the time of vesting.
Proportionality • A clear link exists between individual awards, delivery of strategy and our long-term performance. Our policy contains appropriate discretion by the Committee to not reward poor performance.

• Pay and policies cascade down the organisation to ensure they are fully aligned with the XP Power culture.

The policy table

The objectives of the Remuneration Policy are to:

• reward employees and Executives appropriately for the work they do (base salary);
• provide market competitive remuneration packages to enable retention or recruitment (base salary plus benefits);
• incentivise the employees and Executives to perform at their best consistently (bonus/long-term incentive plan/restricted share plan);
• align Shareholders’ and senior management’s interests (bonus in shares, long-term incentive plan/restricted share plan and shareholding guidelines); and
• retain key staff (long-term structures with delayed vesting).

132 XP Power Annual Report & Accounts for the year ended 31 December 2022

The following table provides a summary of the key components of the remuneration package. Other than minor clarifications to explain the operation of our incentives, there are no material changes to the prior policy table. We also provide more detailed disclosure around the default leaver provisions attaching to our incentives in a new separate section following the main policy table:

| PURPOSE | OPERATION

| | PERFORMANCE MEASURES # Annual bonus documentation and the LTIP, subject to shareholder approval, will contain provisions to give the Committee the ability to apply discretion to adjust any formulae and workings to reduce vesting levels to ensure pay-outs fully and properly reflect overall performance and Shareholder experience and in response to exceptional negative events.

135XP Power Annual Report & Accounts for the year ended 31 December 2022

GOVERNANCE REMUNERATION COMMITTEE REPORT CONTINUED

Performance measures and targets

The Company’s incentive plans use a range of performance measures linked to the business strategy and key priorities at the time. Measures and weightings will be described in the respective Directors’ Remuneration Report. Performance targets will be challenging yet achievable, and will require stretching out-performance to achieve the maximum. Annual bonus targets will usually be disclosed when they are no longer commercially sensitive. LTIP targets will usually be disclosed on a prospective basis where possible.

Malus and clawback

Annual bonus documentation, the LTIP and RSP, will contain provisions to give the Committee the ability to apply malus and clawback provisions. These allow the Committee to determine, in its absolute discretion, that an unvested award or bonus award (or part of an award) may not be permitted to vest or that the level of vesting is reduced in certain circumstances or payment back of some or all of an award is required after vesting.

Where the Committee acts fairly and reasonably to determine within a period not exceeding three years from the determination of an award that:

  • a serious breach of the Company’s code of ethics has arisen; or
  • a serious health and safety issue has occurred; or
  • the award holder has participated in or was responsible for conduct that has resulted in significant losses to the Group; or
  • the award holder has failed to meet appropriate standards of fitness and propriety resulting in a material negative effect on the Group; or
  • the award holder has committed material wrongdoing or has breached the terms of their employment contract in such manner as would result in a potentially fair reason for dismissal; or
  • there was a material error in determining whether an award should be made, in determining the size or nature of the award or the extent to which it has vested,

it may require any unvested awards held by the award holder to lapse in whole or in part immediately, and/or may require the award holder to repay the Company the after-tax value of some or all vested awards received during that period, in such form as they may determine.

Malus and clawback will continue to apply to any awards held by leavers and those vesting in connection with corporate events/changes in control. The Committee has the right to apply the malus provision to an individual or on a collective basis. It shall also (acting reasonably and in good faith) determine the amount or award subject to clawback.

Legacy commitments

The Committee reserves the right to honour any legacy remuneration arrangements including those made under a previously approved Directors’ Remuneration Policy.

Approach to Executive recruitment

In the event of the recruitment of a new Executive Director, the Remuneration Committee would consider the structure and levels of the remuneration for existing Directors and prevailing market practice, together with the skills and value it believed the new Director would bring to the Company. It is therefore expected that a new Director’s package would include the same elements as existing Directors and the maximum level of variable remuneration for annual bonus and LTIP would be capped as it is for existing Executive Directors.

Depending on the timing of any appointment, the performance measures and targets used for incentive purposes may differ from existing Executive Directors for the first performance cycle. The Committee may agree to meet any relocation expenses or other benefit arrangements if considered in the best interests of Shareholders.

In addition, the Remuneration Committee will have discretion to make payments or awards to buy out incentive arrangements forfeited on leaving a previous employer, i.e. over and above the approach outlined in the table above, and may exercise the discretion available under Listing Rule 9.4.2R if necessary to do so. In doing so, the Remuneration Committee will seek, to the best possible extent, to do no more than match the fair value of the awards forfeited, considering the applicable performance conditions, likelihood of those conditions being met and proportion of the applicable vesting period remaining.

Where an Executive Director appointment is an internal candidate, the Remuneration Committee will honour any pre-existing remuneration obligations or outstanding variable pay arrangements that relate to the individual’s previous role. The Remuneration Committee retains the discretion to offer appropriate remuneration outside the standard policy where an interim appointment is made to fill an Executive role on a short-term basis or where exceptional circumstances require that the Chair or a Non-Executive Director takes on an Executive function.

Executive Directors’ contracts

The Executive Directors’ contracts run for an indefinite period, with the Company being able to terminate the contracts without cause giving 12 months’ notice. When a Director is terminated without cause, the Director is entitled to a termination payment of 12 months’ basic pay. Directors’ service contracts are available for inspection at the AGM of the Company. Directors can terminate the contracts giving 12 months’ notice.

The Executive Director may, at the discretion of the Committee, remain eligible to receive a bonus award for the financial year that they cease to be an employee in, if the Committee has decided that good leaver terms should apply. Any such bonus will be determined by the Committee considering time in employment and performance. Any deferred bonus and share-based incentives will be subject to the leaver terms in the respective plan rules. The Committee may determine it appropriate to provide reasonable outplacement support to a departing Executive Director, the reimbursement of legal advice at the expense of the Company and any payments required by statute.

136 XP Power Annual Report & Accounts for the year ended 31 December 2022

Leaver provisions

The table below outlines the treatment of outstanding share awards under the short and long-term incentive plans for “good” and “bad” leavers, and in circumstances where the Company undergoes a change of control. A “good” leaver will generally mean an Executive Director who ceases to be an employee for any of the following reasons: death, retirement, injury or disability, the employing company ceasing to be part of the Group, redundancy, or any other reason, subject to Remuneration Committee discretion. A “bad” leaver will generally mean any leaving scenario that is not provided for under the good leaver definition.

TYPE OF LEAVER DBP LTIP RSP
Good leaver Where a participant ceases to be an employee before the end of the deferral period, awards will vest in full on the date of cessation. Where a participant ceases to be an employee during the first three years of the performance period, the number of shares vesting will be subject to a pro-rata reduction by reference to relevant performance achievement, and the period elapsed between the award date and date of cessation, unless the Remuneration Committee determines the reduction is not appropriate. Shares will vest at the end of the vesting period (five years from grant) or such earlier date as the Remuneration Committee determines. Where a participant ceases employment after the first three years of the performance period, no pro-rating will apply but awards will vest on the fifth anniversary of the grant of the award unless the Remuneration Committee exercises its discretion to permit earlier vesting. Where a participant ceases to be an employee during the first three years of the restricted period, the number of shares vesting will be subject to a pro-rata reduction by reference to the period elapsed between the award date and the date of cessation, unless the Remuneration Committee determines the reduction is not appropriate. Shares will vest at the end of the vesting period (five years from grant) or such earlier date as the Remuneration Committee determines. Where participants cease employment after the first three years of the restricted period, no pro-rating will apply but awards will vest on the fifth anniversary of the grant of the award unless the Remuneration Committee exercises its discretion to permit earlier vesting.
Bad leaver Where a participant ceases to be an employee before the end of the deferral period, awards will lapse in full on the date of cessation. The Committee retains discretion to override this rule in whole or in part except in circumstances where the participant is dismissed for reason of misconduct. Where a participant ceases to be an employee during the first three years of the performance period, all outstanding shares will lapse immediately on cessation. Where participants cease employment after the first three years of the performance period, awards will vest on the fifth anniversary of the grant of the award or such earlier date as the Committee may determine, except in circumstances where the participant is dismissed. Where a participant ceases to be an employee during the first three years of the restricted period, all outstanding shares will lapse immediately on cessation. Where participants cease employment after the first three years of the restricted period, awards will vest on the fifth anniversary of the grant of the award or such earlier date as the Committee may determine, except in circumstances where the participant is dismissed.

Change of control

On a change of control of the Company during the deferral period, awards will vest in full on the date of the event. On a change of control of the Company prior to the vesting date of an LTIP award (the fifth anniversary of grant), an award will vest on the date of the event and the Remuneration Committee has the discretion to determine the number of shares vesting by assessing the achievement of the relevant performance conditions and apply a pro-rata reduction based on the proportion of the performance period elapsed at the time of the event, unless it determines a pro-rata reduction is not appropriate. On a change of control of the Company prior to the vesting date of an RSP award, an award will vest on the date of the event over such number of shares as the Committee determines, considering the time elapsed since the grant date and any other factors considered relevant. The Remuneration Committee has the discretion to permit acceleration of vesting and to disapply pro-rating.

Non-Executive Directors’ contracts

The Non-Executive Directors’ contracts run for an indefinite period, with the Company being able to terminate the contracts without cause giving 12 months’ notice. If the Shareholders do not re-elect a Non-Executive Director, or they are retired from office under the Articles, their appointment terminates automatically with immediate effect and without compensation. In accordance with the Code, Non-Executive Directors will not serve more than nine years. Non-Executive Directors are not entitled to share-based incentives or pensions.

Shareholder consultation

The Remuneration Committee’s policy is to consult with major Shareholders on significant decisions on Executive remuneration. The development of this Policy was subject to consultation with Shareholders and proxy agency advisers. Feedback from any engagement is considered by the Committee on a timely basis. More generally, the Committee is kept updated on the latest guidance from the proxy agency and major institutional Shareholders.

Statement of consideration of employment conditions elsewhere in the Company

Pay and conditions throughout the Group are considered when setting the remuneration policy. The Committee will be regularly informed of remuneration trends and issues throughout the workforce and keeps this in mind when determining the Policy for Executive Directors. Fixed pay is set for wider employees in a similar way to that for the Executive Directors, albeit in some locations pay is subject to local regulatory compliance. The use of incentive pay will vary across the business and any performance measures used will reflect the nature of the specific role and its location. The Remuneration Committee does not consult directly with other employees when setting Executive Director remuneration. However, the Chair of the Remuneration Committee is also the designated Non-Executive Director responsible for workforce engagement and has conducted several activities that have included the opportunity to discuss executive remuneration with employees.

Illustration of the application of the Directors’ remuneration policy

The charts below give an indication of the level of remuneration that would be received by each Executive in accordance with the approved Directors’ Remuneration Policy. All figures are shown in thousands.

Position Name Minimum On-target Maximum Maximum with 50% share price growth
Chief Executive Officer Gavin Griggs £2,310 £1,206 £1,990 £2,500
Chief Financial Officer Oskar Zahn £707 £524 £1,590 £1,500
Executive Vice President, Asia Andy Sng S$1,102 S$618 S$958 S$1,500
Component Gavin Griggs (Percentage) Oskar Zahn (Percentage) Andy Sng (Percentage)
Fixed 27% 53% 57%
RSP 5% 6% 8%
Annual bonus 31% 29% 26%
PSP 37% 12% 10%
Component Gavin Griggs (Percentage) Oskar Zahn (Percentage) Andy Sng (Percentage)
Fixed 90% 90% 88%
RSP 10% 10% 12%
Annual bonus 53% 56% 56%
PSP 6% 8% 8%

No purchases have been made under this authority. The Directors propose to seek an equivalent authority at the 2023 AGM, but have no current intention of using this authority, if granted.

Annual General Meeting Details of the Company’s AGM and the proposed resolutions will be set out in a separate Notice of Meeting.

Independent auditor Our Auditor, PwC LLP, has indicated their willingness to continue in office, and on the recommendation of the Audit Committee, resolutions to reappoint PwC LLP as Auditor and to authorise the Directors to determine the Auditor’s remuneration will be proposed at the forthcoming AGM.

Articles of association

Any amendments to the Articles of Association of the Company may be made by special resolution of the Shareholders.

Significant contracts and change of control

The Group has borrowing facilities that may require the immediate repayment of all outstanding loans together with accrued interest in the event of a change of control. The rules of the Company’s employee share plans set out the consequences of a change in control of the Company on participants’ rights under the plans. Generally, such rights will vest and become exercisable on a change of control subject to the satisfaction of performance conditions. None of the Executive Directors’ service contracts contain provisions that are affected by a change of control and there are no other agreements that the Company is party to that take effect, alter or terminate in the event of a change of control of the Company, which are considered to be significant in terms of their potential impact on the Group. The Company does not have any contractual or other arrangements that are essential to the business of the Group.

Political donations

The Group did not make any political donations or incur any political expenditure during the year.

Financial risk management

The Group’s exposure to and management of capital, liquidity, credit, interest rate and foreign currency risks are contained in Note 31 on pages 188-193.

Post-balance sheet events

There were no material post-balance sheet events that were required to be disclosed.

Incorporation by reference

The Company’s business activities, together with factors that potentially affect its future development, performance or position, can be found on pages 20-45. The Group’s key activity in R&D is discussed in the Operational Review on page 40. Details of the Company’s financial position and cash flows are outlined in the Financial Review on pages 46-49, and the Group’s Viability Statement is on page 58.

Information required to be disclosed by Listing Rule (LR) 9.8.4R can be found in the following locations within the Annual Report:

Listing Rule Section Topic Location and page
(1) Capitalised interest Note 6 to the Group’s Consolidated Financial Statements on page 167. Related tax relief is insignificant.
(2) Publication of unaudited financial information Nothing to disclose
(4) Details of long-term incentive plans established specifically to recruit or retain a director Nothing to disclose
(5) Waiver of emoluments by a director of the company Nothing to disclose
(6) Allotments for cash of ordinary shares Nothing to disclose
(7) Parent participation in a placing by a listed subsidiary Nothing to disclose
(8) Contracts of significance Nothing to disclose
(9) Controlling Shareholder disclosures Nothing to disclose
(10) Dividend waiver Nothing to disclose
(11) Other disclosures on page 140
(14)
(12)
(13)

STATEMENT BY DIRECTORS

In the opinion of the Directors,

a. that the balance sheet of the Company and consolidated financial statements of the Group, as set out on pages 149-152, are drawn up to give a true and fair view of the state of affairs of the Company and the Group as at 31 December 2022, and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and

b. at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Directors

JAMES PETERS
NON-EXECUTIVE CHAIR

GAVIN GRIGGS
CHIEF EXECUTIVE OFFICER

28 February 2023

GOVERNANCE

FINANCIALS

CONTENTS

  • INDEPENDENT AUDITOR’S REPORT 144
  • CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 149
  • CONSOLIDATED BALANCE SHEET 150
  • CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 151
  • CONSOLIDATED STATEMENT OF CASH FLOWS 152
  • NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 153
  • COMPANY BALANCE SHEET 195
  • NOTES TO THE COMPANY BALANCE SHEET 196
  • FIVE-YEAR REVIEW CONSOLIDATED INFORMATION 205
  • ADVISERS 206

FINANCIALS

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF XP POWER LIMITED

Report on the Audit of the Financial Statements

Our opinion

In our opinion, the accompanying consolidated financial statements of XP Power Limited (the “Company”) and its subsidiary corporations (the “Group”) and the balance sheet of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act 1967 (the “Act”), Singapore Financial Reporting Standards (International) (“SFRS(I)s”) and International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IFRSs as issued by the IASB”), so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the Company as at 31 December 2022, and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group for the financial year ended on that date.

What we have audited

The financial statements of the Company and the Group comprise:

  • The consolidated statement of comprehensive income of the Group for the financial year ended 31 December 2022;
  • The consolidated balance sheet of the Group as at 31 December 2022;
  • The balance sheet of the Company as at 31 December 2022;
  • The consolidated statement of changes in equity of the Group for the financial year then ended;
  • The consolidated statement of cash flows of the Group for the financial year then ended; and
  • The notes to the financial statements, including a summary of significant accounting policies.
Basis for our opinion

We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the “What are we responsible for” section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority’s Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code.

Materiality

Audit Scope

Key Audit Maers

Our audit approach – overview

  • Materiality The overall materiality which we have used to plan our work for the Group amounted to £1.8 million. The overall materiality applied to the audit of the Company balance sheet amounted to £1.0 million.
  • Audit scope We performed an audit of the complete financial information and of significant financial statement line items for significant reporting units which included operations based in North America, Europe and Asia. This accounted for approximately 91% of Group revenues and 97% of Group assets.
  • Key Audit Matters We identified the following key audit matters:
    • Goodwill; and
    • Capitalised product development costs.

How we determined materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was £0.2 million to £1.0 million. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality.

Based on our professional judgement, we determined that the benchmark of adjusted profit before taxation is appropriate as it reflects the Group’s growth and investment plans. We believe this is a key measure used by shareholders in assessing the performance of the Group. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £0.2 million as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

How we tailored the audit scope

The Group operates across North America, Europe and Asia. In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed at the local operations by us, as the Group engagement team, or component auditors from other PwC network firms operating under our instruction. Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those local operations to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole.# INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF XP POWER LIMITED CONTINUED

KEY AUDIT MATTERS

HOW DID OUR AUDIT ADDRESS THESE

Goodwill

Refer to page 116 (Report from the Chair of the Audit Committee), page 162 (Critical accounting estimates, assumptions and judgements – Recoverable amount of cash-generating units for goodwill impairment) and page 170 (Note 11 – Goodwill).

The Group has goodwill of £77.5 million at 31 December 2022 contained within three cash-generating units 'CGUs' defined by its geographical split – North America, Europe and Asia. We focused on this area due to the relative size of the carrying amount of goodwill, which represents 16% of total assets, and because of the significant judgements used to estimate key assumptions applied in computing the recoverable amounts of different CGUs for the purpose of impairment assessment. Key assumptions include future revenue growth rate, terminal growth rate and discount rate. The Group has also assessed the impact of climate change on the assumptions used in goodwill impairment assessment and disclosed them in Note 11 to the financial statements.

We inquired and evaluated management’s definition of CGUs. We assessed the reasonableness of management’s assumptions used to compute the recoverable amounts of the CGUs by:
* Reviewing historical revenue and cost trends;
* Inquiring management’s future plans for growth and cost optimisation;
* Benchmarking key market-related assumptions with relevant economic and industry indicators;
* Reviewing forecasted capital expenditure to management’s budget and plans;
* Benchmarking terminal growth rate with forecasted long-term growth rates of each region; and
* Computing independent discount rates.

We reviewed management’s sensitivity analysis which considers reasonably possible changes to key assumptions, including unfavourable changes to assumptions arising from climate change. Based on the above, no exceptions were noted.

Capitalised product development costs

Refer to page 116 (Report from the Chair of the Audit Committee), page 162 (Critical accounting estimates, assumptions and judgements – Capitalisation of product development costs, Recoverable amount of capitalised product development costs, Useful lives of capitalised product development costs) and page 170 (Note 12 – Intangible assets).

Part of the Group’s strategy is to invest in research and development to create new products. As at 31 December 2022, the carrying amount of capitalised product development costs is £30.4 million, of which £8.1 million was capitalised in the current financial year. We focused on the appropriateness of capitalisation of product development costs due to the relative size of the carrying amount of this intangible asset, which represented 6% of total assets, and because significant judgement is involved in determining whether the criteria to capitalise such product development costs, as set out in IAS 38 Intangible Assets, have been fulfilled and that the capitalised amounts are recoverable. We also identified the useful lives of the capitalised product development costs as an area involving significant judgement.

The carrying amount of the capitalised product development costs is heavily dependent on the useful lives of the developed products. Management has determined the useful lives of the developed products based on the expected life cycle of these products, taking into consideration expected customer demand and technological innovation.

We assessed the appropriateness of capitalisation of product development costs by challenging management through discussions and qualitative reviews of the products’ technical and commercial feasibility. We also tested the accuracy and allocation of capitalised material costs and labour costs. We reviewed management’s impairment assessment on capitalised product development costs and verified inputs such as historical sales, unfulfilled customer orders and correspondences with customers on forecasted demand and future plans. We also reviewed the business cases of products in development and verified that the growth assumptions applied are not unreasonable. We also performed a benchmarking exercise to compare the useful lives of the capitalised product development costs against other companies within the same industry. The useful lives as determined by management are in line with that of the industry and consistent with our understanding of the life cycle of the products. We also evaluated the appropriateness of the impairment of the projects relating to the Comet legal case. Based on the above, no exceptions were noted.

146 XP Power Annual Report & Accounts for the year ended 31 December 2022

Information other than the Financial Statements and Auditor’s Report thereon

Going concern

Under the UK Listing Rules ('Listing Rules') we are required to review the Directors’ statement, set out on page 141, in relation to going concern. We have nothing to report having performed our review.

The Directors’ assessment of the prospects of the Group

Under the Listing Rules we are required to review the Directors’ statement that they have carried out a robust assessment of the principal risks facing the Group and the Directors’ statement in relation to the longer-term viability of the Group, set out on page 58. Our review was substantially less in scope than an audit and only consisted of making enquiries and considering the Directors’ process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statements are consistent with the knowledge acquired by us in the course of performing our audit. We have nothing to report having performed our review.

Corporate governance statement

Under the Listing Rules, we are required to review the part of the Corporate Governance Statement relating to Provisions 6 and 24 to 29 of the UK Corporate Governance Code. We have nothing to report having performed our review.

Other information

Management is responsible for the other information. The other information comprises the “Overview” section set out on pages 02– 17, “Strategic Report” section set out on pages 20–87, “Governance” section set out on pages 90–141, and the “Financials” section on page 206 of the Annual Report. Other information, as defined in this section, does not include matters that we are required to review and report on under the Listing Rules, as described above. Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

147 XP Power Annual Report & Accounts for the year ended 31 December 2022

Responsibilities for the financial statements and the audit

What are Management and Directors responsible for

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act, SFRS(I)s and IFRSs as issued by the IASB, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.# Independent Auditor's Report

To the Members of XP Power Limited

Opinion on the Financial Statements

In our opinion, the consolidated financial statements of XP Power Limited (the "Group") present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2022, its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Singapore Financial Reporting Standards (International) (SFRS(I)).

Basis for Opinion

We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities, and the relevant professional ethics and standards in Singapore. We have fulfilled our other ethical responsibilities in accordance with the ACRA Code and the standards.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

A Key Audit Matter is a matter that, in our professional judgement, was of most significance in our audit of the financial statements of the current period. The matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Directors' Responsibilities for the Financial Statements

In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The Directors are responsible for overseeing the Group’s financial reporting process.

Our Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements.

We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report, unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the Act.

The engagement partner on the audit resulting in this independent auditor’s report is Greg Unsworth.

PRICEWATERHOUSECOOPERS LLP
PUBLIC ACCOUNTANTS AND CHARTERED ACCOUNTANTS
SINGAPORE

148 XP Power Annual Report & Accounts for the year ended 31 December 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

£m Note 2022 2021
Revenue 4 290.4 240.3
Cost of sales 7 (169.8) (132.0)
Gross profit 120.6 108.3
Other income * *
Expenses
Distribution and marketing 7 (58.2) (47.8)
Administrative 7 (58.6) (14.0)
Research and development 7 (27.9) (16.8)
Operating (loss)/profit (24.1) 29.7
Finance expenses 6 (6.1) (1.3)
(Loss)/profit before tax (30.2) 28.4
Income tax credit/(expense) 8 10.6 (5.4)
(Loss)/profit after tax (19.6) 23.0

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss:

Currency translation differences arising from consolidation attributable to equity holders of the Company 7.2 0.9
Items that will not be reclassified subsequently to profit or loss:
Currency translation differences arising from consolidation attributable to non-controlling interests * *
Other comprehensive income for the year, net of tax 7.2 0.9
Total comprehensive (loss)/income for the year (12.4) 23.9

(Loss)/profit after tax attributable to:

| Equity holders of the Company | | (20.0) | 22.6 |
| Non-controlling interests | | 0.4 | 0.4 |
| | | (19.6) | 23.0 |

Total comprehensive (loss)/income attributable to:

| Equity holders of the Company | | (12.8) | 23.5 |
| Non-controlling interests | | 0.4 | 0.4 |
| | | (12.4) | 23.9 |

(Loss)/earnings per share for (loss)/profit after tax attributable to equity holders of the Company (pence per share)

| Basic (loss)/earnings per share | 10 | (102.0) | 115.8 |
| Diluted (loss)/earnings per share | 10 | (101.6) | 113.8 |

  • Balance is less than £100,000.

The accompanying notes form an integral part of these financial statements.

149 XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2022

£m Note 2022 2021
ASSETS
Current assets
Cash and bank balances 16 22.3 9.0
Inventories 17 114.4 74.0
Trade receivables 18 42.4 30.8
Bond receivable 25 37.0 –
Other current assets 19 8.0 5.0
Derivative financial instruments 23 * *
Current income tax receivable 2.5 2.9
Total current assets 226.6 121.7
Non-current assets
Cash and bank balances 16 1.1 –
Goodwill 11 77.5 52.5
Intangible assets 12 69.9 56.3
Property, plant and equipment 13 36.6 30.2
Right-of-use assets 14 54.9 8.3
Deferred income tax assets 26 15.1 3.2
ESOP loan to employees * *
Other investment * –
Total non-current assets 255.1 150.5
Total assets 481.7 272.2
LIABILITIES
Current liabilities
Current income tax liabilities 4.8 2.4
Trade and other payables 20 52.6 44.7
Derivative financial instruments 23 0.1 0.1
Lease liabilities 22 2.4 1.6
Accrued consideration 21 – *
Provisions 24 46.1 *
Borrowings 22 0.2 0.2
Total current liabilities 106.2 49.0
Non-current liabilities
Accrued consideration 21 1.5 1.3
Borrowings 22 174.2 33.4
Deferred income tax liabilities 26 10.5 9.4
Provisions 0.9 0.2
Lease liabilities 22 48.9 6.5
Total non-current liabilities 236.0 50.8
Total liabilities 342.2 99.8
NET ASSETS 139.5 172.4
EQUITY
Equity attributable to equity holders of the Company
Share capital 27 27.2 27.2
Merger reserve 27 0.2 0.2
Share-based payments reserve 27 2.5 5.6
Treasury shares 27 * *
Translation reserve 27 4.2 (2.9)
Other reserve 27 6.1 4.4
Retained earnings 27 98.4 137.0
138.6 171.5
Non-controlling interests 0.9 0.9
TOTAL EQUITY 139.5 172.4
  • Balance is less than £100,000.

The accompanying notes form an integral part of these financial statements.

150 XP Power Annual Report & Accounts for the year ended 31 December 2022

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

£m Note Share capital Share- based payments reserve Treasury shares reserve Merger reserve Translation reserve Other reserve Retained earnings Total Non- controlling interests Total equity
Balance at 1 January 2021 27.2 4.1 (0.1) 0.2 (3.8) 3.6 132.6 163.8 0.7 164.5
Exercise of share-based payment awards – (0.5) 0.1 – – 1.0 – 0.6 – 0.6
Share-based payment expenses – 1.5 – – – – – 1.5 – 1.5
Tax on share-based payment expenses – 0.5 – – – – – 0.5 – 0.5
Dividends paid 9 – – – – – – (18.2) (18.2) (0.2) (18.4)
Future acquisition of non- controlling interest – – – – – (0.2) – (0.2) – (0.2)
Other comprehensive income – * – – 0.9 – * 0.9 * 0.9
Profit for the year – – – – – – 22.6 22.6 0.4 23.0
Total comprehensive income for the year – *** ** – – 0.9 – 22.6 23.5 0.4 23.9
Balance at 31 December 2021 27.2 5.6 * 0.2 (2.9) 4.4 137.0 171.5 0.9 172.4
Exercise of share-based payment awards – (1.8) * – – 1.8 – * – *
Share-based payment expenses – 0.1 – – – – – 0.1 – 0.1
Tax on share-based payment expenses – (1.5) – – – – – (1.5) – (1.5)
Dividends paid 9 – – – – – – (18.6) (18.6) (0.4) (19.0)
Acquisition of non- controlling interest – – – – – * – * * *
Future acquisition of non- controlling interest – – – – – (0.1) – (0.1) – (0.1)
Balance at 31 December 2022 27.2 2.4 * 0.2 1.3 6.1 98.4 135.6 0.5 136.1

* Balance is less than £100,000.# XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

£m Note 2022 2021
Cash flows from operating activities
(Loss)/profit after tax (19.6) 23.0
Adjustments for:
– Income tax (credit)/expense 8 (10.6) 5.4
– Amortisation and depreciation 7 17.6 13.2
– Finance expenses 6 6.1 1.3
– Share-based payment expenses 5 0.1 1.5
– Fair value (gain)/loss on derivative financial instruments 7 (0.1) 0.3
– Loss on disposal of property, plant, and equipment * *
– Impairment loss on intangible assets 7.8 – –
– Unrealised currency translation gain (12.6) (0.1)
– Provision for doubtful debts 31(d) * *
– Provision for legal dispute 24 46.9 –
Change in working capital, net of effects from acquisitions:
– Inventories 28 (24.8) (19.0)
– Trade and other receivables and other current assets 28 (9.5) (1.1)
– Trade and other payables 28 0.2 16.1
– Provision for liabilities and other charges 28 0.6 *
Cash generated from operations 2.1 40.6
Income tax paid, net of refund (4.1) (4.2)
Net cash (used in)/provided by operating activities (2.0) 36.4
Cash flows from investing activities
Acquisition of subsidiaries 32(b) (33.0) –
Purchases and construction of property, plant and equipment 13 (7.5) (5.5)
Additions of product development costs 12 (8.0) (8.3)
Additions of software and software under development 12 (3.9) (8.1)
Purchase of bond receivable 25 (36.9) –
Proceeds from disposal of property, plant and equipment * *
Proceeds from repayment of ESOP loans * *
Interest received * *
Payment of accrued consideration 21 * –
Net cash used in investing activities (89.3) (21.9)
Cash flows from financing activities
Proceeds from borrowings 22 170.3 3.7
Repayment of borrowings 22 (35.6) (2.9)
Principal payment of lease liabilities 22 (5.8) (1.7)
Proceeds from exercise of share-based payment awards * 0.6
Interest paid 22 (5.5) (0.9)
Dividend paid to equity holders of the Company 9 (18.6) (18.2)
Dividend paid to non-controlling interests (0.4) (0.2)
Bank deposit pledged (1.1) –
Net cash provided by/(used in) financing activities 103.3 (19.6)
Net increase/(decrease) in cash and cash equivalents 12.0 (5.1)
Cash and cash equivalents at beginning of financial year 8.8 13.9
Effects of currency translation on cash and cash equivalents 1.3 *
Cash and cash equivalents at end of financial year 16 22.1 8.8
  • Balance is less than £100,000. The accompanying notes form an integral part of these financial statements.

152 XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

1. General Information

XP Power Limited (the “Company”) is listed on the London Stock Exchange and incorporated and domiciled in Singapore. The address of its registered office is 19 Tai Seng Avenue, #07-01, Singapore 534054. The nature of XP Power Limited and its subsidiaries’ operations and its principal activities are set out in the “Markets and Products” sections of the Annual Report on pages 02–03.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation

The consolidated financial statements of XP Power Limited and its subsidiaries (the 'Group') have been prepared in accordance with International Financial Reporting Standards 'IFRSs' as issued by the International Accounting Standards Board (IFRSs as issued by the IASB) and Singapore Financial Reporting Standards (International) 'SFRS(I)s'. All references to SFRS(I)s and IFRSs are subsequently referred to as IFRS in these consolidated financial statements unless otherwise specified.

The consolidated financial statements have been prepared on the historical cost convention except as disclosed in the accounting policies below. The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of these accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources. Areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3.

Certain comparative amounts have been reclassified for consistency with the presentation of the 2022 consolidated financial statements.

A. GOING CONCERN

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report on pages 20–25. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial review on pages 46–49. The principal risks of the Group are set out on pages 51–57.

The directors have considered these areas alongside the principal risks and how they may impact going concern. The directors reviewed budgets and forecasts to assess the cash requirements of the Group to continue in operational existence for a minimum period of 12 months from the date of the approval of these financial statements. The Directors also reviewed downside scenarios to the budgets and forecasts, which reflect the possible impact of risks identified in the risk management framework. The greatest consideration was given to those risks with the highest potential impact if they occurred and those with the highest probability of occurring. Throughout these downside scenarios, the Group continues to have significant headroom on its financial debt covenants. Therefore, after making the above enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group, therefore, continues to adopt the going concern basis in preparing its consolidated financial statements.

B. CHANGES IN ACCOUNTING POLICY AND DISCLOSURES

i New and amended standards adopted by the Group

On 1 January 2022, the Group adopted the new or amended IFRS, Interpretations issued by the IFRS Interpretations Committee of the IASB 'IFRIC' and Interpretations of SFRS(I) 'INT SFRIS(I)' (collectively referred to as 'Standards and Interpretations') that are mandatory for application for the financial year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective Standards and Interpretations. The adoption of these new or amended Standards and Interpretations did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or previous financial years.

ii New standards and interpretations issued not yet adopted

Certain new accounting Standards and Interpretations have been published that are not mandatory for 31 December 2022 reporting periods and have not been early adopted by the Group. These are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

153 XP Power Annual Report & Accounts for the year ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

2.2 Revenue recognition

A. SALES OF GOODS

The Group manufactures and sells a range of power products. Sales are recognised at a point in time when control of the products has transferred to its customer. Transfer of control occurs when delivery to the customer takes place, depending on the delivery terms agreed with the customer.

Power products are sometimes sold with volume discounts based on aggregate sales over a 12-month period or early payment discounts if the customers made early repayment. Revenue from these sales is recognised based on the price specified in the contract, net of the discounts. Accumulated experience is used to estimate and provide for the volume discounts, using the expected value method, and early payment discounts, using most likely approach. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur.

No element of financing is deemed present as the sales are made with a credit term of 30 days, which is consistent with market practice. The Group will usually issue a credit note for refund for faulty products. A receivable (financial asset) is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before payment is due. Volume rebates and early payment discounts are recognised when the goods are delivered and is presented as a reduction in trade and other receivables. The Group has elected to apply the practical expedient not to adjust the transaction price for the existence of significant financing component when the period between the transfer of control of good or service to a customer and the payment date is one year or less.

B.# INTEREST INCOME

Interest income from financial assets at amortised cost is recognised using the effective interest rate method.

2.3 Group accounting

A. SUBSIDIARIES

i Consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests comprise the portion of a subsidiary’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and balance sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

ii Acquisitions

The acquisition method of accounting is used to account for business combinations entered into by the Group. The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date. Acquisition-related cots are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill. Please refer to Note 2.7 for the subsequent accounting policy on goodwill.

B. TRANSACTIONS WITH NON-CONTROLLING INTERESTS

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised within equity attributable to the equity holders of the Company.

2.4 Foreign currency translation

A. FUNCTIONAL AND PRESENTATION CURRENCY

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The consolidated financial statements are presented in Pounds Sterling, which is different from the Company’s functional currency. The Company’s functional currency is the US Dollar. The financial statements are presented in Pounds Sterling, as the majority of the Company’s shareholders are based in the UK and the Company is listed on the London Stock Exchange. It is the currency that the Directors of the Group use when controlling and monitoring the performance and financial position of the Group.

B. TRANSACTIONS AND BALANCES

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. Foreign exchange gains and losses impacting profit or loss are presented in the income statement within “operating expenses”. Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

C. TRANSLATION OF GROUP ENTITIES’ FINANCIAL STATEMENTS

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
i. Assets and liabilities are translated at the closing exchange rates at the reporting date;
ii. Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and
iii. All resulting currency translation differences are recognised in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation. Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date. The Group has elected to treat goodwill and fair value adjustments arising on the acquisitions before the date of initial transition to IFRS as Pounds Sterling-denominated assets and liabilities translated using the exchange rates at the dates of the acquisitions.

2.5 Inventories

Inventories are carried at the lower of cost and net realisable value. Cost is determined using the weighted-average cost formula. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and applicable variable selling expenses.

2.6 Property, plant and equipment

A. MEASUREMENT

i Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

ii Components of costs

The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

B. DEPRECIATION

Freehold land and asset under construction are not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:

Useful lives
Buildings 20–50 years
Plant and equipment 3–10 years
Motor vehicles 4–5 years
Building improvements 3–10 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.

C. SUBSEQUENT EXPENDITURE

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repairs and maintenance expenses are recognised in profit or loss when incurred.

D. DISPOSAL

On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in profit or loss within “operating expenses”.

2.7 Intangible assets

A. GOODWILL

Goodwill on acquisitions of subsidiaries and businesses, represents the excess of (i) the sum of consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired. Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost less accumulated impairment losses.

B. OTHER INTANGIBLE ASSETS

Other intangible assets include internally-generated assets and acquired assets. They are initially capitalised at cost and subsequently carried at cost less accumulated amortisation and accumulated impairment losses.# XP Power Annual Report & Accounts for the year ended 31 December 2022

2.7 Intangible assets

These costs are amortised to profit or loss using the straight-line method over their estimated useful lives as follows:

Useful lives
Product development costs
Software
Brand
Technology
Customer relationships
Customer contracts

3–7 years
10 years
2–10 years
5–10 years
5–10 years
1–1.5 years

The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.

i Product development costs (internally-generated)

The Group is involved in research and development activities. Research costs are recognised as an expense when incurred. Costs directly attributable to the development of products are capitalised as intangible assets only when technical feasibility of the project is demonstrated, the Group has an intention and ability to complete and use the products and the costs can be measured reliably. Such costs include purchases of materials and services and payroll-related costs of employees directly involved in the project.

ii Software (internally-generated)

The Group is involved in the implementation of an enterprise resource planning system. Costs associated with maintaining software programmes are recognised as an expense when incurred. Costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets when the capitalisation criteria for development phase stated in IAS 38 Intangible Assets is met. Such costs mainly include consultancy costs and payroll-related costs of employees directly involved in the implementation.

156

XP Power Annual Report & Accounts for the year ended 31 December 2022

2.8 Borrowing costs

Borrowing costs are recognised in profit or loss using the effective interest method except for those costs that are directly attributable to the development of internally-generated intangible assets. This includes costs on general borrowings used to finance the development of internally-generated intangible assets. Borrowing costs on general borrowings are capitalised by applying a capitalisation rate to development expenditures that are financed by general borrowings. Costs are capitalised during the period of time that is required to complete and prepare the qualifying asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

2.9 Impairment of non-financial assets

A. GOODWILL

Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is indication that the goodwill may be impaired. For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating units 'CGU' expected to benefit from synergies arising from the business combination. An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use. The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. An impairment loss on goodwill is recognised as an expense is not reversed in a subsequent period.

B. INTANGIBLE ASSETS, PROPERTY, PLANT AND EQUIPMENT, RIGHT-OF-USE ASSETS

Intangible assets, property, plant and equipment and right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. For intangible assets that are not available for use, the Group tests them for impairment, at least annually as well. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.

For an asset other than goodwill, management assesses at the end of the reporting period whether there is any indication that an impairment recognised in prior periods may no longer exist or may have decreased. If any such indication exists, the recoverable amount of that asset is estimated and may result in a reversal of impairment loss. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.

157

FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

2.10 Financial assets

A. CLASSIFICATION AND MEASUREMENT

The Group classifies its financial assets in the following measurement categories:
* Amortised cost;
* Fair value through other comprehensive income (FVOCI); and
* Fair value through profit or loss (FVPL).

The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset. The Group reclassifies debt instruments when and only when its business model for managing those assets changes.

i At initial recognition

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

ii At subsequent measurement

Debt instruments

Debt instruments mainly comprise of cash and bank balances, trade receivables, other current assets (excluding prepayments, VAT receivables and rights to returned goods) and bond receivable. There are three subsequent measurement categories, depending on the Group’s business model for managing the asset and the cash flow characteristics of the asset.

  • Amortised cost: Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.
  • FVOCI: Debt instruments that are held for collection of contractual cash flows and for sale, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in fair values are recognised in Other Comprehensive Income 'OCI' and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and presented in “other income”. Interest income from these financial assets is recognised using the effective interest rate method and presented in “interest income”.
  • FVPL: Debt instruments that are held for trading as well as those that do not meet the criteria for classification as amortised cost or FVOCI are classified as FVPL. Movement in fair values and interest income is recognised in profit or loss in the period in which it arises and presented in “other income”.

B. IMPAIRMENT

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 50 details how the Group determines whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

C. RECOGNITION AND DERECOGNITION

Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount previously recognised in other comprehensive income relating to that asset is reclassified to profit or loss.

2.11 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and the liability simultaneously.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

2.12 Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities. Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

2.13 Provisions

Provision for legal dispute is recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Other provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised in the statement of comprehensive income as finance expense. Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss when the changes arise.

2.14 Borrowings

Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. When the contractual cash flows of borrowings are modified and does not result in derecognition, differences between the recalculated gross carrying amount and the carrying amount before modification is recognised in profit or loss as modification gain or loss, at the date of modification. Borrowings are derecognised when the obligation is discharged, cancelled or expired. The difference between the carrying amount and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.

2.15 Leases

When the Group is the lessee: At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.

A. RIGHT-OF-USE ASSETS

The Group recognised a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets. These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

B. LEASE LIABILITIES

The initial measurement of lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate. Lease payments include the following:
• Fixed payment (including in-substance fixed payments), less any lease incentives receivables;
• Variable lease payment that are based on an index or rate, initially measured using the index or rate at the commencement date;
• Amount expected to be payable under residual value guarantees;
• The exercise price of a purchase option if is reasonably certain to exercise the option; and
• Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

For contract that contain both lease and non-lease components, the Group allocates the consideration to each lease component on the basis of the relative standalone price of the lease and non-lease component. The Group has elected to not separate lease and non-lease component for property leases and account these as one single lease component. Lease liabilities are measured at amortised cost using the effective interest method. Lease liabilities shall be remeasured when:
• There is a change in future lease payments arising from changes in an index or rate;
• There is a change in the Group’s assessment of whether it will exercise an extension option; or
• There is a modification in the scope or the consideration of the lease that was not part of the original term.

Lease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

2.15 Leases continued

C. SHORT-TERM AND LOW-VALUE LEASES

The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-value leases, except for sublease arrangements. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.

D. VARIABLE LEASE PAYMENTS

Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition of lease liability. The Group shall recognise those lease payments in profit or loss in the periods that triggered those lease payments.

2.16 Derivative financial instruments

A derivative financial instrument for which no hedge accounting is applied is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. Changes in fair value are recognised in profit or loss. The Group does not apply hedge accounting for its derivative financial instruments.

2.17 Income taxes

Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Deferred income tax is measured:
a. at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and
b. based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities. Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition. The Group accounts for investment tax credits similar to accounting for other tax credits where a deferred tax asset is recognised for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilised.## 2.18 Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value, and bank overdrafts. Bank overdrafts are presented as current borrowings on the balance sheet. For cash subjected to restriction, assessment is made on the economic substance of the restriction and whether they meet the definition of cash and cash equivalents.

2.19 Employee compensation

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.

A. DEFINED CONTRIBUTION PLANS

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund in Singapore on a mandatory, contractual or voluntary basis. The Group has no further obligations once the contributions have been paid.

B. SHARE-BASED COMPENSATION

The Group operates an equity-settled, share-based compensation plan. The value of the employee services received in exchange for the grant of share-based payment awards is recognised as an expense with a corresponding increase in the share-based payments reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the share-based payment awards granted on grant date. Non-market vesting conditions are included in the estimation of the number of shares under awards that are expected to become exercisable on the vesting date. At each balance sheet date, the Group revises its estimates of the number of shares under awards that are expected to become exercisable on the vesting date and recognises the impact of the revision of the estimates in profit or loss, with a corresponding adjustment to the share-based payments reserve over the remaining vesting period. When the share-based payment awards are exercised, the proceeds received (net of transaction costs) and the related balance previously recognised in the share-based payments reserve are credited to the share capital account, when new ordinary shares are issued, or to the “treasury shares” account, when treasury shares are re-issued to the employees. Upon expiry of the share-based payment awards, the balance previously recognised in the share-based payments reserve are credited to retained earnings.

C. PROFIT SHARING AND BONUS PLANS

The Group recognises a liability and an expense for bonuses and profit-sharing, based on a formula that takes into consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises an accrual when it is contractually obliged to pay or when there is a past practice that has created a constructive obligation to pay. Under some profit-sharing or deferred bonus plans, employees receive a share of the profits or bonus only if they remain with the entity for a specified period in the future. The measurement of such benefit reflects the possibility that some employees may leave without receiving the profits or bonus. A liability for the benefit shall be accrued over the vesting period.

D. EMPLOYEE LEAVE ENTITLEMENTS

Employee entitlements to annual leave are recognised in profit or loss when they accrue to employees. A provision is made for the estimated liability for leave as a result of services rendered by employees up to the balance sheet date.

2.20 Share capital, treasury shares and other reserve

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account. When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the carrying amount which includes the consideration paid and any directly attributable transaction cost is presented as a component within equity attributable to the Company’s equity holders, until they are cancelled, sold or reissued. When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the shares are purchased out of capital of the Company, or against the retained earnings of the Company if the shares are purchased out of earnings of the Company. When treasury shares are subsequently sold or reissued pursuant to an equity-settled share-based payment plan, the cost of treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised in the other reserve. Other reserve also comprises future transactions with the non-controlling interest. The amount that may become payable under the agreement is initially recognised at the present value of the redemption amount within liabilities with a corresponding charge directly to equity. The liability is subsequently accreted through equity up to the redemption amount that is payable at the date at which the agreement first becomes exercisable.

2.21 Dividend distribution

Dividends to the Company’s shareholders are recognised when the dividends are approved for payment, or, in the case of interim dividends, when paid.

2.22 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Makers who are responsible for allocating resources and assessing performance of the operating segments. Segment reporting is disclosed in Note 4.

3. Critical accounting estimates, assumptions and judgements

In the process of applying the Group’s accounting policies, as described in Note 2, management has made the following judgements and estimations that have the most significant effect on the amounts recognised in the financial statements.

A. CRITICAL JUDGEMENTS IN APPLYING THE GROUP’S ACCOUNTING POLICIES

i Capitalisation of product development costs

During the year, £8.1 million (2021: £8.3 million) of product development costs have been capitalised. Management has evaluated whether a project has entered the development phase before capitalising the costs that are directly attributable to the project. The assessment is based on information documented in business cases prepared by the engineering teams and approved by senior management. Management has considered the capitalisation criteria stated in IAS 38 Intangible Assets which includes the technical feasibility, intention and ability to complete the project when reviewing the business cases. The business cases also contain sales forecasts which indicate the probable future economic benefits of the projects. All product development costs are tracked and monitored which allow management to measure reliably the expenditure attributable to each project. Significant judgements are involved when management performs the assessment.

B. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

i Recoverable amount of capitalised product development costs

As at 31 December 2022, the net book value of capitalised product development costs amounts to £30.4 million (2021: £30.0 million). For the purpose of impairment review, management has compared the carrying amount of the respective projects to their forecasted revenues. For some projects, significant judgements are used to estimate the future sales and growth rates applied in computing the recoverable amounts. In making these estimates, management has relied on performance of past projects, its communications with the intended customers and its expectations of industry trends and market development in the respective regions where the finished products will be marketed.

ii Useful lives of capitalised product development costs

The Group estimates the useful lives of capitalised product development costs based on the period over which the assets are expected to be available for use by the Group. Significant judgements are used by the Group in determining the useful lives of capitalised product development costs based on the expected life cycle of these products, taking into consideration expected customer demand and technological innovation.

iii Recoverable amount of cash-generating units for goodwill impairment assessment

The Group tests annually for impairment of goodwill, or more frequently if there are indications that goodwill might be impaired. An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use. The recoverable amount of the goodwill is determined from value-in-use calculations. The key assumptions and estimates for the value-in-use calculations are those regarding the discount rates, revenue growth rates and terminal growth rates. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs.# FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

4. Segment and revenue information

The Group prepares cash flow forecasts derived from the most recent financial results and takes into account industry growth forecasts for the next five years and extrapolates cash flows for the following five years assuming no expansionary growth from that date. The carrying amount of goodwill as at 31 December 2022 was £77.5 million (2021: £52.5 million) with no impairment adjustment required for 2022. Management assessed that there are no realistic foreseeable changes that will result in impairment loss on the goodwill allocated to the North America, Europe and Asia operating segments. Management has also performed a sensitivity analysis on the impact of climate-related risks. The recoverable amounts remain higher than the carrying amounts as at 31 December 2022 and no impairment loss is recognised.

162 XP Power Annual Report & Accounts for the year ended 31 December 2022

4. Segment and revenue information

Management has determined the operating segments based on the reports reviewed by the Chief Operating Decision Makers 'CODM' that are used to make strategic decisions. The CODM are the Executive Board of Directors who will review the operating results and forecasts to make decisions about resources to be allocated to the segments and assess their performance. The Executive Board of Directors considers and manages the business on a geographic basis. Management manages and monitors the business based on the three primary geographic areas: North America, Europe and Asia. All geographic locations market the same class of products to their respective customer base. The Executive Board of Directors assesses the performance of the operating segments based on net sales and operating income. Net sales for geographic segments are based on the location of the design win rather than where the end sale is made. The operating income for each segment includes net sales to third parties, related cost of sales, operating expenses directly attributable to the segment, and a portion of corporate expenses. Costs excluded from segment operating income include stock-based compensation expense, income taxes, various non- operating charges, and other separately managed general and administrative costs. Segment assets consist primarily of property, plant and equipment, right-of-use assets, goodwill, intangible assets, inventories, trade receivables, cash and cash equivalents, derivative financial instruments and exclude tax assets. Segment liabilities comprise trade and other current liabilities, derivative financial instruments, borrowings, accrued contingent consideration and exclude tax liabilities.

(i) Revenue

The Group derives revenue from the transfer of goods at a point in time in the following major product lines and geographical regions. The revenue by class of customer and location of the design win is as follows:

Year to 31 December 2022 Year to 31 December 2021
£m Europe North America Asia Total Europe North America Asia Total
Semiconductor Equipment 2.7 93.8 16.9 113.4 3.0 75.2 15.1 93.3
Industrial Technology 61.3 44.5 13.8 119.6 43.7 37.1 11.2 92.0
Healthcare 22.5 28.9 6.0 57.4 20.6 28.9 5.5 55.0
Total 86.5 167.2 36.7 290.4 67.3 141.2 31.8 240.3

Revenues of £48.3 million (2021: £40.2 million) are derived from a single external customer. These revenues are attributable to the semiconductor manufacturing equipment sector across all geographical regions.

The revenue by region or country where sales are generated is as follows:

£m 2022 2021
North America 167.3 144.5
United Kingdom 25.9 27.9
Singapore 36.9 29.1
Germany 40.8 21.4
Switzerland 1.4 1.7
France 3.5 3.3
Other countries 14.6 12.4
Total revenue 290.4 240.3

The majority of North America’s revenue is generated from the United States of America. As permitted under IFRS 15 Revenue from Contracts with Customers, the aggregated transaction price allocated to unsatisfied contracts of periods one year or less, or are billed based on time incurred, is not disclosed.

163 XP Power Annual Report & Accounts for the year ended 31 December 2022

4. Segment and revenue information continued

(ii) Segment

The segment information provided to the CODM for the reportable segments for the year ended 31 December 2022 and prior year comparatives is as follows:

Reconciliation of segment results to profit after tax:

£m 2022 2021
Europe 21.5 20.3
North America 48.5 46.1
Asia 10.5 10.0
Segment results 80.5 76.4
Research and development
– Employee compensation (13.0) (10.5)
– Amortisation of intangible assets (2.2) (2.1)
– Depreciation of property, plant and equipment (1.3) (0.9)
– Safety and approval (0.8) (1.2)
– Advertising (0.8) (0.7)
– Others (1.7) (0.6)
Manufacturing
– Employee compensation (1.9) (1.3)
– Cost of goods sales (1.3) (1.9)
– Others (0.5) (0.4)
Corporate cost from operating segment
– Employee compensation (6.5) (6.7)
– Information systems (3.4) (2.8)
– Consultancy fees (1.5) (1.3)
– Amortisation of intangible assets (1.7) (0.7)
– Others (1.0) (0.2)
Adjusted operating profit 42.9 45.1
Finance expenses (6.1) (1.3)
Specific items (67.0) (15.4)
(Loss)/profit before tax (30.2) 28.4
Income tax credit/(expense) 10.6 (5.4)
(Loss)/profit after tax (19.6) 23.0

164 XP Power Annual Report & Accounts for the year ended 31 December 2022

4. Segment and revenue information continued

Year to 31 December 2022 Year to 31 December 2021
£m Europe North America Asia Total Europe North America Asia Total
Other information
Property, plant and equipment additions 1.4 3.3 3.6 8.3 0.2 3.3 2.0 5.5
Depreciation of property, plant and equipment 0.4 2.0 2.7 5.1 0.2 1.6 2.2 4.0
Right-of-use assets additions 13.8 33.0 3.6 50.4 0.4 0.1 4.5 5.0
Depreciation of right-of-use assets 1.1 1.5 0.6 3.2 0.5 0.9 0.4 1.8
Intangible assets (including goodwill) additions 32.4 3.2 8.6 44.2 – 4.6 11.8 16.4
Amortisation of intangible assets 1.5 4.4 3.4 9.3 0.2 4.3 2.9 7.4
Costs relating to legal dispute – 52.2 – 52.2 – – – –
Impairment loss on intangible assets – 7.7 0.1 7.8 – – – –
Bank deposits pledged – 1.1 – 1.1 – – – –
Balance sheet
Segment assets 85.5 237.1 141.5 464.1 26.0 145.9 94.2 266.1
Unallocated deferred and current income tax 17.6 6.1
Consolidated total assets 481.7 272.2
Segment liabilities (21.5) (269.4) (36.0) (326.9) (5.7) (52.2) (30.1) (88.0)
Unallocated deferred and current income tax (15.3) (11.8)
Consolidated total liabilities (342.2) (99.8)

* Balance is less than £100,000.

Non-current assets, other than deferred income tax assets, by countries:

£m 2022 2021
North America 114.2 83.3
United Kingdom 11.9 11.6
Singapore 49.6 39.0
Germany 47.4 0.5
Switzerland – *
France * *
Other countries 16.9 12.9
Total non-current assets 240.0 147.3

* Balance is less than £100,000.

The majority of North America’s non-current assets are located in the United States of America.

165 XP Power Annual Report & Accounts for the year ended 31 December 2022

Reconciliation of adjusted measures

The Group presents adjusted operating profit and adjusted profit before tax by making adjustments for costs and profits, which management believes to be significant by virtue of their size, nature or incidence or which have a distortive effect on current year earnings. Such items may include, but are not limited to, costs associated with business combinations and legal dispute, gains and losses on the disposal of businesses, fair value movements, restructuring charges, acquisition related costs and amortisation of intangible assets arising from business combinations. In addition, the Group presents an adjusted profit after tax measure by making adjustments for certain tax charges and credits, which management believes to be significant by virtue of their size, nature or incidence or which have a distortive effect. The Group uses these adjusted measures to evaluate performance and as a method to provide shareholders with clear and consistent reporting. See below for a reconciliation of operating profit to adjusted operating profit, a reconciliation of profit before tax to adjusted profit before tax and a reconciliation of profit after tax to adjusted profit after tax.

A. A RECONCILIATION OF OPERATING (LOSS)/PROFIT TO ADJUSTED OPERATING PROFIT IS AS FOLLOWS:

£m 2022 2021
Operating (loss)/profit (24.1) 29.7
Adjusted for:
Acquisition costs 2.4 0.1
Foreign exchange gain on Euro-denominated loan drawn down to finance acquisition (3.2) –
Costs related to Enterprise Resource Planning system implementation 3.8 2.1
Amortisation of intangible assets acquired from business combinations 4.1 2.8
Costs relating to legal dispute 52.2 10.1
Impairment loss on intangible assets 7.5 –
Revolving credit facility fees 0.2 –
Restructuring costs 0.1 –
Fair value (gain)/loss on derivative financial instruments (0.1) 0.3
67.0 15.4
Adjusted operating profit 42.9 45.1

B. A RECONCILIATION OF (LOSS)/PROFIT BEFORE INCOME TAX TO ADJUSTED PROFIT BEFORE TAX IS AS FOLLOWS:

£m 2022 2021
(Loss)/profit before tax (30.2) 28.4
Adjusted for:
Acquisition costs 2.4 0.1
Foreign exchange gain on Euro-denominated loan drawn down to finance acquisition (3.2) –
Costs related to Enterprise Resource Planning system implementation 3.8 2.1
Amortisation of intangible assets acquired from business combinations 4.1 2.8
Costs relating to legal dispute 52.2 10.1
Impairment loss on intangible assets 7.5 –
Revolving credit facility fees 0.2 –
Loss on modifications of revolving credit facility 1.0 –
Restructuring costs 0.3 –
Fair value (gain)/loss on derivative financial instruments (0.1) 0.3
68.2 15.4
Adjusted profit before tax 38.0 43.8

166 XP Power Annual Report & Accounts for the year ended 31 December 2022

Reconciliation of adjusted measures continued

C.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

A RECONCILIATION OF (LOSS)/PROFIT AFTER TAX TO ADJUSTED PROFIT AFTER TAX IS AS FOLLOWS:

| £m # XP Power Annual Report & Accounts for the year ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

Cash flows beyond the five-year period were extrapolated using the estimated growth rates stated below. Key assumptions used for value-in-use calculations:

31 December 2022 31 DECEMBER 2022
Growth rate ¹ Discount rate ² Terminal growth rate Growth rate ¹ Discount rate ² Terminal growth rate
North America 8.7% 11.8% 2.0% 9.9% 11.0% 2.0%
Europe 5.3% 12.9% 2.0% 6.3% 12.3% 2.0%
Asia 8.5% 12.5% 2.0% 11.5% 12.1% 2.0%

¹ Compound annual growth rate of projected revenue over five years
² Pre-tax discount rate applied to the pre-tax cash flow projections

A sensitivity analysis was performed for each of the CGUs or group of CGUs, management concluded that no reasonably possible change in any of the key assumptions would result in the carrying value of the CGU to exceed its recoverable amount. The impairment test carried out at 31 December 2022 for the North America CGU, which includes 56.6% of the goodwill recognised on the balance sheet, has revealed that the recoverable amount of the CGU is £227.2 million or 60.2% higher than its carrying amount. A reasonably possible change of an increase in the discount rate by 7.6% or a decrease in growth rate by 2.2% would result in the recoverable amount of the North America CGU being equal to its carrying value. The impairment test carried out at 31 December 2022 for the Europe CGU, which includes 41.3% of the goodwill recognised on the balance sheet, has revealed that the recoverable amount of the CGU is £127.6 million or 193.8% higher than its carrying amount. A reasonably possible change of an increase in the discount rate by 51.6% or a decrease in growth rate by 12.6% would result in the recoverable amount of the Europe CGU being equal to its carrying value. The impairment test carried out at 31 December 2022 for the Asia CGU, which includes 2.1% of the goodwill recognised on the balance sheet, has revealed that the recoverable amount of the CGU is £299.5 million or 94.0% higher than its carrying amount. A reasonably possible change of an increase in the discount rate by 21.9% or a decrease in growth rate by 12.7% would result in the recoverable amount of the Asia CGU being equal to its carrying value.

The impairment test also modelled the potential impact on future cashflows due to climate change. A sensitivity analysis was performed for each CGUs or group of CGUs to demonstrate the financial impact of the following key climate-related risks (see Climate Risks in the Sustainability Report):
1. Storm and flood disruption – major flood or fire could cause a disruption to the manufacturing sites
2. Supply chain risks – climate change could result in disruption to our supply chain, either through supplier sites being directly affected, or by disruption to transportation and electricity supply
3. Carbon price impacts in the value chain – the increase in carbon price may result in increased cost of goods sold and increased cost of transportation
4. Robustness of local power supply – our energy supply may be disrupted for a prolonged period due to local supply robustness
5. Risk of not meeting net zero target – failure to meet the defined net zero targets may cause reputational damage, dissuade potential investors, or result in greater costs due to the introduction of carbon pricing

These downside scenarios would result in 10-20% reduction of revenue and 5-10% increase of operating cost. They are considered to be reasonable tests as it reflects the expectation that financial impacts would be time-bound and most likely to impact the organisation’s ability to meet demand for a period. The maximum impact to headroom based on the sensitivities tested for North America, Europe and Asia is a reduction of £5.0 million, £3.6 million and £28.4 million respectively. The impacts would still leave significant headroom and as a result no potential indicator of impairment was identified.

171 XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

12. Intangible assets

£m

Product Development costs Brand Trademarks Technology Customer relationships Customer contracts Software Assets under development Total
Cost
At 1 January 2021 31.9 0.9 1.1 4.9 17.2 0.6 8.7 18.0 83.3
Additions 0.6 – – – – – 0.1 15.7 16.4
Transfer 2.7 – – – – – – (2.7) –
Reclassification from property, plant and equipment – – – – – – * * *
Currency translation differences 0.3 * * * 0.2 * 0.1 0.4 1.0
At 31 December 2021 35.5 0.9 1.1 4.9 17.4 0.6 8.9 31.4 100.7
Additions 0.7 – * – – – 0.3 10.9 11.9
Disposals – – – – – – * – *
Transfers 5.3 – – – – – 11.8 (17.1) –
Reclassification from property, plant and equipment – – – – – – 0.6 – 0.6
Acquisition of subsidiaries (Note 32(c)) – 0.7 * 2.6 6.1 1.9 * – 11.3
Currency translation differences 2.4 0.2 * 0.8 2.5 0.2 2.1 3.1 11.3
At 31 December 2022 43.9 1.8 1.1 8.3 26.0 2.7 23.7 28.3 135.8
Accumulated amortisation and impairment losses
At 1 January 2021 23.3 0.3 1.0 2.0 6.8 0.6 2.7 – 36.7
Amortisation charge 3.7 * – 0.6 2.2 – 0.9 – 7.4
Currency translation differences 0.2 0.1 – (0.1) 0.1 * * – 0.3
At 31 December 2021 27.2 0.4 1.0 2.5 9.1 0.6 3.6 – 44.4
Amortisation charge 3.3 0.2 – 0.9 2.3 0.7 1.9 – 9.3
Impairment charge – – – – – – – 7.8 7.8
Disposals – – – – – – * – *
Reclassification from property, plant and equipment – – – – – – 0.5 – 0.5
Currency translation differences 1.5 * * 0.4 1.3 0.1 0.4 0.2 3.9
At 31 December 2022 32.0 0.6 1.0 3.8 12.7 1.4 6.4 8.0 65.9
Net book value
At 31 December 2022 11.9 1.2 0.1 4.5 13.3 1.3 17.3 20.3 69.9
At 31 December 2021 8.3 0.5 0.1 2.4 8.3 – 5.3 31.4 56.3

The remaining amortisation period for customer relationships ranges from one to ten years. The Group’s trademarks used to identify and distinguish the Group’s name and logo have a carrying amount of £0.1 million (2021: £0.1 million). The Group intends to renew the trademarks continuously and evidence supports its ability to do so, based on its past experience. An analysis of market and competitive trends provides evidence that the trademarks will generate net cash inflows for the Group for an indefinite period. Therefore, the trademarks are carried at cost without amortisation, but is tested for impairment on an annual basis.

172 XP Power Annual Report & Accounts for the year ended 31 December 2022

13. Property, plant and equipment

£m

Freehold land Buildings Plant and equipment Motor vehicles Building improvements Assets under construction Total
Cost
At 1 January 2021 1.5 17.1 26.6 0.3 6.3 – 51.8
Additions – – 2.3 – 0.6 2.6 5.5
Disposals – – (0.3) (0.1) * – (0.4)
Transfer – – 1.2 – 0.1 (1.3) –
Reclassification to intangible assets – – * – – – *
Foreign currency translation * 0.2 0.5 0.1 0.1 * 0.9
At 31 December 2021 1.5 17.3 30.3 0.3 7.1 1.3 57.8
Acquisition of subsidiaries (Note 32(c)) – * 0.8 * * – 0.8
Additions – * 4.5 – 0.3 2.7 7.5
Disposals – * (0.5) * (0.3) – (0.8)
Transfers – – 0.6 * 1.0 (1.6) –
Reclassification to intangible assets – – (0.6) – – – (0.6)
Currency translation differences 0.1 1.7 2.9 * 0.8 0.2 5.7
At 31 December 2022 1.6 19.0 38.0 0.3 8.9 2.6 70.4
Accumulated depreciation
At 1 January 2021 – 3.6 16.5 0.2 3.1 – 23.4
Depreciation charge – 0.5 2.9 * 0.6 – 4.0
Disposals – – (0.2) (0.1) * – (0.3)
Transfers – – * – – – *
Reclassification to intangible assets – – * – – – *
Currency translation differences – 0.1 0.2 0.2 – – 0.5
At 31 December 2021 – 4.2 19.4 0.3 3.7 – 27.6
Depreciation charge – 0.6 3.7 * 0.8 – 5.1
Disposals – – (0.5) * (0.3) – (0.8)
Transfers – – * – – – –
Reclassification to intangible assets – – (0.5) – – – (0.5)
Currency translation differences – 0.3 1.8 * 0.3 – 2.4
At 31 December 2022 – 5.1 23.9 0.3 4.5 – 33.8
Net book value
At 31 December 2022 1.6 13.9 14.1 – 4.4 2.6 36.6
At 31 December 2021 1.5 13.1 10.9 – 3.4 1.3 30.2

Assets under construction pertains to cost incurred for the renovation of the office space which is due for completion in 2023.

173 XP Power Annual Report & Accounts for the year ended 31 December 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

14. Leases

Nature of the Group’s leasing activities

LEASEHOLD LAND AND BUILDINGS

The Group has made an upfront payment to secure the right-of-use of two 50-year leasehold lands, which are used in the Group’s production operations. The Group also leases office space for the purpose of back office operations, sales activities, and warehousing activities. During the financial year, the Group entered into a new lease for a building in North America for the purpose of back office operations, sales and warehousing activities. The lease has a lease term of 22.5 years commencing from 1 December 2022 which includes two options to extend, each for a period of five years.

EQUIPMENT AND MOTOR VEHICLES

The Group leases vehicles to render logistic services, and leases copier machines for back office use.

a. Right-of-use assets

Carrying amounts and depreciation charge during the year

£m

Leasehold land and buildings Equipment and motor vehicles Total
Cost
At 1 January 2021 4.8 0.3 5.1
Additions 4.7 0.3 5.0
Disposals * * *
Depreciation charge (1.6) (0.2) (1.8)
Currency translation differences * * *
At 31 December 2021 7.9 0.4 8.3
Additions 38.5 0.5 39.0
Acquisition of subsidiaries (Note 32(c)) 11.4 * 11.4
Disposals (2.1) * (2.1)
Depreciation charge (3.0) (0.2) (3.2)
Currency translation differences 1.5 * 1.5
At 31 December 2022 54.2 0.7 54.9

b. Lease expense not capitalised in lease liabilities

£m

2022 2021
Lease expense – short-term leases 0.2 0.2
Lease expense – low-value leases * *
Total (Note 7) 0.2 0.2

c. Total cash outflow for all leases in 2022 was £6.7 million (2021: £2.1 million).

d.# XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

Future cash outflows which are not capitalised in lease liabilities

Extension options

The leases for certain office spaces contain extension options, for which the related lease payments have not been included in lease liabilities as the Group is not reasonably certain to exercise these extension options. The Group negotiates extension options to optimise operational flexibility in terms of managing the assets used in the Group’s operations. All the extensions are exercisable by the Group and not by the lessor.

e. Events occurring after balance sheet date

On 31 January 2023, the Group entered into a new lease for office space in the United States of America. The contractual lease payments amount to £10.6 million which will be paid during the period May 2024 to October 2040.

174

15. Subsidiaries

The Group has the following principal subsidiaries as at 31 December 2022 and 2021:

Name of Subsidiary Country of business / incorporation Ownership interest 2022 (%) Ownership interest 2021 (%)
Directly owned by the Company
XP Power Plc UK 100 100
XP Power Singapore Holdings Pte Limited Singapore 100 100
Indirectly owned by the Company
XP PLC UK 100 100
XP Power Holdings Limited UK 100 100
XP Power AG Switzerland 100 100
Powersolve Electronics Limited* UK 90.6 89.9
XP Power Srl Italy 100 100
XP Power ApS Denmark 100 100
XP Power Sweden AB Sweden 100 100
XP Power GmbH Germany 100 100
FuG Elektronik GmbH Germany 100 –
Guth High Voltage GmbH Germany 100 –
XP Power SA France 100 100
XP Power Norway AS Norway 100 100
XP Power International Limited UK 100 100
XP Power LLC USA 100 100
XP Power (Shanghai) Co., Limited China 100 100
XP Power (Hong Kong) Limited Hong Kong 100 100
XP Power (Vietnam) Co., Limited Vietnam 100 100
XP Power Singapore Manufacturing Pte. Ltd. Singapore 100 100
XP Power (Philippines) Inc. Philippines 100 100
XP Power (Malaysia) Sdn. Bhd. Malaysia 100 100
Hanpower Co., Ltd* South Korea 66 66
  • Refer to Note 21

175

16. Cash and bank balances

£m 2022 2021
Cash at bank and on hand 23.2 8.9
Short-term bank deposits 0.2 0.1
Total 23.4 9.0

For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise the following:

£m 2022 2021
Cash at bank balances (as above) 23.4 9.0
Less: Bank overdrafts (Note 22) (0.2) (0.2)
Less: Bank deposit pledged (1.1) –
Cash and cash equivalents per consolidated statement of cash flows 22.1 8.8

Bank deposit is pledged as a collateral to obtain a letter of credit for the security deposit of a lease. The deposit is classified as a non-current asset as it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

176

17. Inventories

£m 2022 2021
Finished goods 28.4 25.5
Raw materials 53.8 36.3
Work in progress 32.2 12.2
Total 114.4 74.0

The cost of inventories recognised as an expense and included in “cost of sales” amounts to £129.2 million (2021: £105.2 million).

18. Trade receivables

£m 2022 2021
Current assets
Trade receivables 42.4 30.8
Less: Loss allowance (Note 31 (d)) * *
Total 42.4 30.8
  • Balance is less than £100,000.
    The average credit period taken on sales of goods is 53 days (2021: 47 days). No interest is charged on the outstanding receivables balance. The carrying amounts of trade receivables approximate their fair values.

19. Other current assets

£m 2022 2021
Prepayments 3.3 3.3
Deposits 0.9 0.3
VAT receivables 3.1 0.6
Rights to returned goods 0.5 0.2
Other receivables 0.2 0.6
Total 8.0 5.0

Other current assets are not impaired as at 31 December 2022 and 31 December 2021.

20. Trade and other payables

£m 2022 2021
Trade payables 25.3 26.0
VAT payables 4.5 1.2
Withholding tax 0.3 0.1
Accruals for operating expenses 18.6 15.5
Contract liabilities 2.9 1.3
Refund liabilities 1.0 0.6
Total 52.6 44.7

The Group recognised contract liabilities for payments from customers that are received in advance of the transfer of goods. Revenue recognised in current period that was included in the contract liabilities at the beginning of the period amounts to £1.3 million (2021: £0.2 million). Customers have a right to return the goods to the Group within a given period. The Group recognised the refund liabilities for the amounts of consideration received for which the Group does not expect to be entitled. The Group also recognised a right to the returned goods measured by reference to the former carrying amounting of the goods.

177

21. Accrued consideration

£m 2022 2021
At 1 January 1.3 1.0
Provision made 0.2 0.3
Payment * –
At 31 December 1.5 1.3
£m 2022 2021
Current – *
Non-current 1.5 1.3
At 31 December 1.5 1.3
  • Balance is less than £100,000.
    As at 31 December 2022, the Group owns 90.6% (2021: 89.9%) of the shares of Powersolve Electronics Limited 'Powersolve'. The Group entered into an amended agreement on 29 October 2016 to purchase the remaining 10.1% of the shares in 2022. On 26 February 2021, the Group entered into a deed of variation to amend the purchase of the remaining 10.1% of shares in 2022 to purchase 0.7% of the shares in 2022 and another 9.4% in 2025. In June 2022, the Group purchased 0.7% of the shares as per the deed of variation. The Group entered into an agreement on 20 May 2015 with Hanpower Co Ltd 'Hanpower' to purchase an additional 15.0% of the shares in 2020 and another 15% of the shares in 2025. The purchase of the first additional 15% was completed in 2020 and the Group now owns 66% (2021: 66%) of the shares of Hanpower. The commitment to purchase the remaining ownership interests has been accounted for as accrued consideration and is calculated based on the expected future payment which will be based on a predefined multiple of the average earnings for the past three years at the point of payment. The future payment is discounted to the present value, with the discount amortised to interest expense each period as the payment draws nearer. At each reporting period, the anticipated future payment is recalculated and an adjustment made accordingly, with a corresponding adjustment to goodwill for Powersolve. For Hanpower, the amount that is payable under the agreement is initially recognised at the present value of the redemption amount within liabilities with a corresponding charge directly to equity. The liability is subsequently accreted through equity up to the redemption amount that is payable in 2025.

22. Borrowings and lease liabilities

£m 2022 2021
Current
Bank overdrafts 0.2 0.2
Lease liabilities 2.4 1.6
Total 2.6 1.8
Non-current
Bank borrowings 174.2 33.4
Lease liabilities 48.9 6.5
Total 223.1 39.9
Undrawn borrowing facilities
£m 2022 2021
Expiring beyond one year 35.7 77.0
Total 35.7 77.0

The facility has no fixed repayment terms until maturity in 2026. The revolving credit facility denominated in USD is priced at LIBOR (before May 2022)/ SOFR (from May 2022) plus a margin of 1.0%-2.0% (2021: 1.0%) for the amount that has been drawn down and a margin of 0.8% (2021: 0.4%) for the unutilised facility. There is no impact to profit or loss arising from the change in benchmark rate. There is drawdown on bank overdrafts denominated in GBP of £0.2 million (2021: £0.2 million) during the year. The fair values of the Group’s bank borrowings and overdrafts approximate their carrying amounts.

178

22. Borrowings and lease liabilities continued

Reconciliation of liabilities arising from financing activities

Non-cash changes £m Bank borrowings Lease liabilities
1 January 2022 33.4 8.1
Proceeds from borrowings 170.3 –
Principal and interest payments (40.4) (6.5)
Addition during the year – 37.5
Disposal during the year – (1.5)
Acquisition arising from business combinations – 11.4
Modification of revolving credit facility 1.0 –
Interest expense 5.3 0.7
Foreign exchange movement 4.6 1.6
31 December 2022 174.2 51.3
Non-cash changes £m Bank borrowings Lease liabilities
1 January 2021 31.8 4.9
Proceeds from borrowings 3.7 –
Principal and interest payments (3.6) (1.9)
Addition during the year – 5.0
Disposal during the year – *
Interest expense 1.2 0.2
Foreign exchange movement 0.3 (0.1)
31 December 2021 33.4 8.1

23. Derivative financial instruments

Currency forwards

Derivative financial instruments comprise of the USD/GBP currency forwards used to manage the exposure from issuance of dividends in GBP.

Currency forwards (current) Asset Liability
31 December 2022 £m Contractual notional amount Fair value
3.5 *
31 December 2021 £m Contractual notional amount Fair value
1.0 *

24. Provisions (current)

£m Current
2022 2021
Legal dispute (Note (a) below) 46.1 –
Others * *
Total 46.1 *

(a) Legal dispute

£m 2022 2021
At 1 January 2022 – –
Provision made 46.9 –
Currency translation differences (0.8) –
At 31 December 2022 46.1 –

In September 2020, Comet Technologies USA Inc., Comet AG, and YXLON International (collectively 'Comet') filed a lawsuit against XP Power LLC, a wholly-owned subsidiary of the Group, alleging trade secret misappropriation relating to RF match and generator technology. On 24 March 2022, a jury in the US legal action brought by Comet found in favour of Comet and awarded damages of $40 million (£33.2 million) against XP Power LLC.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

25. Bond receivable

On 30 September 2022, the judge also ruled that there should be an injunction upon XP Power LLC in relation to certain trade secrets. Since this date the Group and its appointed lawyers have been working to resolve the situation including filing motions with the Court of the Northern District of California against the validity and level of the damages imposed. XP Power LLC has launched no products and therefore received no orders or revenue related to the contested RF match and generator technology. Upon receipt of the ruling of motions filed, the Board will consider next steps including potentially applying for an appeal with the Appellate Court. The Group has recognised a provision for legal dispute which is expected to be utilised in 2023. The provision of £46.9 million includes damages and other related legal costs. In the opinion of the Directors, after taking appropriate legal advice, the outcomes of the legal dispute are not expected to give rise to any significant loss beyond the amounts provided at 31 December 2022. The Directors consider that disclosure of further details of this dispute will seriously prejudice the Group’s negotiating position and accordingly, further information on the nature of the obligation has not been provided.

In November 2022, the Group purchased an appeal bond from an insurance company in preparation for a potential appeal with the Appellate Court amounting to £36.9 million. Interest is accrued on the bond at an annual rate equivalent to the rate for the 3-month Treasury Bill as published by the Board of Governors of the Federal Reserve System. A management fee of 0.40% of the bond is calculated on an annualised basis. The bond receivable is restricted until the finalisation of the appeal. The carrying amount of £37.0 million as at 31 December 2022 includes interest receivable of £0.1 million.

26. Deferred income taxes

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same taxation authority. The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows:

£m
2022 2021
Deferred tax assets 15.1 3.2
Deferred tax liabilities (10.5) (9.4)
Net deferred tax assets/(liabilities) 4.6 (6.2)

The movement in the net deferred income tax account is as follows:

£m
2022 2021
Beginning of financial year (6.2) (3.8)
Currency translation differences (1.5) *
Acquisition of subsidiaries (Note 32(c)) (4.1) –
Tax credited/(charged) to
– Profit or loss (Note 8) 17.9 (2.9)
– Equity (Note 8) (1.5) 0.5
End of financial year 4.6 (6.2)

The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) is as follows:

Deferred income tax assets

£m Provision for legal dispute Share-based payment Tax losses Others Total
At 1 January 2021 – 2.3 0.4 2.1 4.8
Credited to profit or loss – * * (0.4) (0.4)
Credited to equity – 0.5 – – 0.5
At 31 December 2021 – 2.8 0.4 1.7 4.9
Credited/(charged) to profit or loss 11.5 (0.7) 1.1 1.7 13.6
Debited to equity – (1.5) – – (1.5)
Currency translation differences * – * 0.2 0.2
At 31 December 2022 11.5 0.6 1.5 3.6 17.2

Deferred income tax liabilities

£m Accelerated tax depreciation Intangible assets amortisation Others Total
At 1 January 2021 (1.7) (6.9) – (8.6)
Charged to profit or loss (0.6) (1.9) – (2.5)
Currency translation differences * * – *
At 31 December 2021 (2.3) (8.8) – (11.1)
Acquisition of subsidiaries – (3.7) (0.4) (4.1)
Credited to profit or loss 0.4 3.5 0.4 4.3
Currency translation differences (0.3) (1.4) * (1.7)
At 31 December 2022 (2.2) (10.4) * (12.6)

27. Share capital and reserves

a. Share capital

No of ordinary shares Amount Issued share capital Treasury shares Share capital Treasury shares
£m £m
2022
Beginning of financial year 19,642,296 (92,881) 27.2 *
Shares issued 100,000 – * –
Treasury shares purchased – (100,000) – *
Treasury shares re-issued – 90,795 – *
End of financial year 19,742,296 (102,086) 27.2 *
2021
Beginning of financial year 19,642,296 (156,960) 27.2 (0.1)
Treasury shares purchased – (900) – *
Treasury shares re-issued – 64,979 – *
End of financial year 19,642,296 (92,881) 27.2 *

All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company. In 2022, the Company issued 100,000 ordinary shares for a total consideration of £1,000 for cash to the ESOP Trust. The newly issued shares rank pari passu in all aspects with the previously issued shares.

b. Treasury shares

Treasury shares are shares in the Company that are held by the Company’s Employee Share Ownership Plan (ESOP) Trust for the purpose of issuing shares under the Company’s ESOP. Shares issued to employees are recognised on a first in, first out basis. In 2022, the Company issued 100,000 ordinary shares at 1 pence per share and held under ESOP Trust. The Company re-issued 90,795 (2021: 64,979) treasury shares during the financial year pursuant to the Company’s ESOP at the exercise price of ranging from £0.01 to £15.43 (2021: £0.01 to £15.43). The cost of the treasury shares re-issued amounted to £11,000 (2021: £17,000). The total consideration (net of expense) for the treasury shares issued is as follows:

£m
2022 2021
Exercise price paid by employees * 0.5
Value of employee services 1.8 0.5
Total net consideration 1.8 1.0

Accordingly, a gain on re-issue of treasury shares of £1,800,000 (2021: £1,000,000) is recognised in other reserve.

c. Share-based payments reserve

Share-based payments reserve represents the equity-settled share-based payments granted to employees. The reserve is made up of the cumulative value of services received from employees recorded over the vesting period commencing from the grant date of equity-settled share-based payments and is reduced by the expiry or exercise of share-based payments.

d. Merger reserve

Merger reserve represents the difference between the value of shares issued by the Company in exchange for the value of shares of subsidiaries acquired under common control.

e. Translation reserve

Translation reserve represents exchange differences arising from the translation of financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.

f. Other reserve

Merger reserve represents the difference between the value of shares issued by the Company in exchange for the value of shares of subsidiaries acquired under common control. Share-based payments reserve represents the equity-settled share-based payments granted to employees. The reserve is made up of the cumulative value of services received from employees recorded over the vesting period commencing from the grant date of equity-settled share-based payments and is reduced by the expiry or exercise of share-based payments.

Other reserve comprises future transactions with the non-controlling interest. The Group has an agreement with the non-controlling shareholders of Hanpower Co. Ltd, a subsidiary, to purchase an additional 15.0% of the shares in 2025. The amount that may become payable under the agreement is initially recognised at the present value of the redemption amount within liabilities with a corresponding change directly to equity. The liability is subsequently accreted through finance expenses up to the redemption amount that is payable at the date at which the agreement first becomes exercisable.

28. Cash flow from movement in working capital

The following adjustments have been made to reconcile from the movement in balance sheet heading to the amount presented in the cash flow from the movement in working capital. This is in order to more appropriately reflect the cash impact of the underlying transactions.

2022

Inventories (Note 17) Trade receivables (Note 18) Other current assets (Note 19) Trade and other payables (Note 20) Accrued consideration (Note 21) Provisions
At 31 December 2022 114.4 42.4 8.0 52.6 1.5 47.0
At 31 December 2021 74.0 30.8 5.0 44.7 1.3 0.2
Balance sheet movement (40.4) (11.6) (3.0) 7.9 0.2 46.8
Acquisition of subsidiaries (Note 32(c)) 5.9 1.1 0.2 (2.9) – –
Movement, net of effects from acquisitions (34.5) (10.5) (2.8) 5.0 0.2 46.8
Payment of accrued consideration (Note 21) – – – – * –
Withholding tax payable – – – (0.2) – –
Provision for reinstatement costs – – – – – *
Provision for legal dispute – – – – – (46.9)
Currency translation differences 9.7 3.2 0.6 (4.6) (0.2) 0.7
(24.8) (7.3) (2.2) 0.2 – 0.6

2021

Inventories (Note 17) Trade and other receivables (Note 18) Other current assets (Note 19) Trade and other payables (Note 20) Accrued consideration (Note 21) Provisions
At 31 December 2021 74.0 30.8 5.0 44.7 1.3 0.2
At 31 December 2020 54.2 30.2 4.6 28.2 1.0 0.1
Balance sheet movement (19.8) (0.6) (0.4) 16.5 0.3 0.1
Movement in accrued consideration (Note 21) - - - - (0.3) -
Interest payable - - - 0.1 - -
Provision for reinstatement costs - - - - - (0.1)
Currency translation differences 0.8 (0.1) - (0.5) - -
(19.0) (0.7) (0.4) 16.1 - -

29. Related party transactions

As at 31 December 2022, the Company’s Employee Share Ownership Plan provided nil (2021: nil) interest-free loans to Directors for the deferred payment share scheme.The detailed information is provided for in the Directors’ Remuneration Report on pages 118–138. Key management personnel compensation Key management personnel are the Directors of the Group.

£m 2022 2021
Short-term employee benefits 1.4 1.9
Post-employment benefits 0.1 0.1
Share-based payment expenses 0.2 0.7
Total 1.7 2.7

Further information about the remuneration of the individual Directors is provided in the Directors’ Remuneration Report on pages 118–138.

181 XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

30. Share-based payments

The Group operates several equity-settled share-based payment plans.

a. XP Power Share Option Plan (the 'SOP')

The SOP was approved by the shareholders on 2 April 2012. A total of 345,000 options and 418,000 options were granted in 2012 and 2016 respectively under the SOP. These options vest only if certain performance conditions are met. The vesting of outstanding options is based on Total Shareholder Return 'TSR' relative to the FTSE350 Electronic and Electric Equipment Sector. The options may only be exercised within 10 years from grant date. All options under the SOP are fully vested as at 31 December 2022.

Set out below are summaries of options granted under the plan:

2022 2021
Number of share options Weighted average exercise price per share option Number of share options
At 1 January 76,885 £15.43 118,329
Forfeited during the year – – (1,592)
Exercised during the year* (3,208) £15.43 (39,852)
At 31 December 73,677 £15.43 76,885
Exercisable at 31 December 73,677 £15.43 76,885

*The weighted average share price at the date of exercise of options exercised during the year ended 31 December 2022 was £32.86 (2021: £43.12).

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

Grant date Expiry date Exercise price Share options 31 December 2022 Share options 31 December 2021
23 February 2016 10 December 2023 £15.43 34,800 34,800
23 February 2016 23 February 2026 £15.43 38,877 42,085
Total 73,677 76,885

Weighted average remaining contractual life of options outstanding at end of period: 2.1 years (2021: 4.1 years).

b. XP Power Limited Long Term Incentive Plan 2017 (the 'XP LTIP 2017')

The XP LTIP 2017 was approved by the shareholders on 19 April 2017 and amended by the Remuneration Committee on 28 February 2020 in respect of awards made on or after that date. The only participants under the XP LTIP 2017 are the Executive Directors who are granted Performance Share Awards. These Awards vest only if certain performance conditions are met. The vesting of outstanding Awards is based on TSR relative to the companies in the FTSE 250 index excluding investment trusts and earnings per share growth.

Set out below are summaries of Awards granted under the plan:

2022 2021
Number of shares under award Weighted average exercise price per share under award Number of shares under award
At 1 January # 86,254 £0.01 93,852
Granted during the year 30,471 £0.01 19,606
Forfeited during the year # (21,669) £0.01 (26,349)
Exercised during the year* (35,305) £0.01 (855)
At 31 December 59,751 £0.01 86,254
Exercisable at 31 December - - 19,502

The beginning balance excludes 25,041 awards granted on 16 Mar 2019 where the EPS condition for the performance period 2019 to 2021 has not been met. This is different from the Remuneration Committee Report which discloses the forfeiture in 2022. The forfeited awards during the year includes 18,837 awards granted on 22 Apr 2020 where the TSR condition for the performance period 2020 to 2022 has not been met and the EPS condition was only partially met. This is different from the Remuneration Committee Report which will disclose the forfeiture in 2023.

*The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2022 was £25.45 (2021: £56.75).

182 XP Power Annual Report & Accounts for the year ended 31 December 2022

30. Share-based payments continued

Awards outstanding at the end of the year have the following expiry dates and exercise prices.

Grant date Expiry date Exercise price Shares under award 31 December 2022 Shares under award 31 December 2021
30 May 2017 30 May 2022¹ £0.01 – 5,127
1 November 2017 31 December 2022¹ £0.01 – 8,000
16 May 2018 16 May 2023¹ £0.01 – 12,749
16 March 2019² 16 March 2024 £0.01 3,091 12,520
22 April 2020 22 October 2025 £0.01 3,038 14,563
22 April 2020 22 April 2026 £0.01 3,545 13,689
3 March 2021 3 March 2027 £0.01 11,582 11,582
10 May 2021 10 May 2027 £0.01 8,024 8,024
8 March 2022 8 March 2028 £0.01 30,471 –
Total 59,751 86,254

¹ These awards are fully vested.
² 50% of the awards vested in 2022 and the remaining 50% will vest in 2023.

FAIR VALUE OF AWARDS

The fair values at grant date of awards granted during the year under the XP LTIP 2017 are determined using the valuation models below. The model inputs are as follows:

Options granted 30,471
Fair value at grant date £18.83 to £30.99
Model used Monte Carlo model and Black-Scholes model
Assumption used:
Share price £36.00
Exercise price £0.01
Expected volatility 40.04%
Expected option life 5 years
Expected dividend yield 3.00%
Risk-free interest rate 1.44%

c. XP Power Limited Senior Managers Long Term Incentive Plan 2017 (the 'XP Senior Managers LTIP 2017')

The XP Senior Managers LTIP 2017 was approved by the shareholders on 19 April 2017 and amended by the Remuneration Committee on 28 February 2020 in respect of awards made on or after that date and introduced for non-Board members for certain grants made from 1 April 2020. The participants under the XP Senior Managers LTIP 2017 are the senior management of companies under the Group. There are four different types of awards granted under the XP Senior Managers LTIP 2017:

  1. Performance Share Awards
  2. Performance Restricted Share Units 'Performance RSUs'
  3. Restricted Share Awards
  4. Restricted Share Units 'RSUs'

Performance RSUs and RSUs are only granted to participants in the United States and they are exercised at nil cost. Performance Share Awards and Restricted Share Awards are granted to participants outside of the United States and they are exercised at nominal cost. Performance Share Awards and Performance RSUs vest only if certain performance conditions are met. The vesting of outstanding Awards is based on TSR relative to the companies in the FTSE 250 index excluding investment trusts and earnings per share growth. For each tranche of Performance Share Awards and Performance RSUs granted in 2017, 2018 and 2019, 50% of the awards will vest after the third year and the remaining 50% of the share awards will vest after the fourth year. For each tranche of Performance Share Awards and Performance RSUs granted in 2020, 2021 and 2022, 100% of the awards will vest after the third year. Restricted Share Awards and RSUs vest over the service period of three years. There is no performance condition attached.

183 XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

30. Share-based payments continued

PERFORMANCE SHARE AWARDS

Set out below are summaries of Performance Share Awards granted under the plan:

2022 2021
Number of shares under award Weighted average exercise price per share under award Number of shares under award
At 1 January 62,781 £0.01 82,366
Granted during the year 23,339 £0.01 17,285
Forfeited during the year (20,026) £0.01 (29,935)
Exercised during the year* (11,207) £0.01 (6,935)
At 31 December 54,887 £0.01 62,781
Exercisable at 31 December 9,515 £0.01 9,272

*The weighted average share price at the date of exercise of awards exercised during the year ended 31 December 2022 was £30.90 (2021: £53.59).

Awards outstanding at the end of the year have the following expiry dates and exercise prices:

Grant date Expiry date Exercise price Shares under award 31 December 2022 Shares under award 31 December 2021
30 May 2017 30 May 2022¹ £0.01 – 2,991
16 May 2018 16 May 2023¹ £0.01 6,026 12,561
4 September 2018 4 September 2023¹ £0.01 – –
16 March 2019² 16 March 2024 £0.01 8,359 11,665
22 April 2020 22 April 2024 £0.01 4,232 19,729
3 March 2021 3 March 2025 £0.01 12,931 15,835
8 March 2022 8 March 2026 £0.01 22,819 –
12 September 2022 12 September 2026 £0.01 520 –
Total 54,887 62,781

¹ These awards are fully vested.
² 50% of the awards vested in 2022 and the remaining 50% will vest in 2023.

PERFORMANCE RSUS

Set out below are summaries of Performance RSUs granted under the plan:

184 XP Power Annual Report & Accounts for the year ended 31 December 2022

30. Share-based payments continued# Share-based payments continued

Awards outstanding at the end of the year have the following expiry dates and exercise prices:

Grant date Expiry date Exercise price Shares under award 31 December 2022 Shares under award 31 December 2021
30 May 2017 30 May 2022 – – 1,388
12 October 2017 12 October 2022 – 300 450
16 May 2018 16 May 2023 – – 12,857
16 March 2019 16 March 2024 – 6,242 14,614
22 April 2020 22 April 2024 – 5,134 21,588
3 March 2021 3 March 2025 – 9,746 10,802
8 March 2022 8 March 2026 – 13,489 –
17 August 2022 17 August 2026 – 966 –
Total 35,877 61,699

1 These awards are fully vested.
2 50% of the awards vested in 2022 and the remaining 50% will vest in 2023.

RESTRICTED SHARE AWARDS

Set out below are summaries of Restricted Share Awards granted under the plan:

2022 2021
Number of shares under award Weighted average exercise price per share under award Number of shares under award Weighted average exercise price per share under award
At 1 January 3,912 £0.01 2,425 £0.01
Granted during the year 6,523 £0.01 1,793 £0.01
Forfeited during the year (974) £0.01 (306) £0.01
At 31 December 9,461 £0.01 3,912 £0.01
Exercisable at 31 December – – – –
Grant date Expiry date Exercise price Shares under award 31 December 2022 Shares under award 31 December 2021
22 April 2020 22 April 2024 £0.01 1,639 2,324
3 March 2021 3 March 2025 £0.01 1,299 1,588
8 March 2022 8 March 2026 £0.01 4,701 –
12 September 2022 12 September 2026 £0.01 1,822 –
Total 9,461 3,912

RSUs

Set out below are summaries of RSUs granted under the plan:

2022 2021
Number of shares under award Weighted average exercise price per share under award Number of shares under award Weighted average exercise price per share under award
At 1 January 1,623 – 1,248 –
Granted during the year 23,585 – 577 –
Forfeited during the year (138) – (202) –
At 31 December 25,070 – 1,623 –
Exercisable at 31 December – – – –

185XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

Fair value of awards

The fair values at grant date of awards granted during the year under the XP Senior Managers LTIP 2017 are determined using the valuation models below. The model inputs are as follows:

Performance Share Award Performance RSU Restricted Share Award RSU Options granted
Options granted 23,339 14,732 6,523 23,585
Fair value at grant date £10.87 to £32.90 £10.87 to £32.90 £19.74 to £32.90 £19.74 to £32.90
Model used Monte Carlo model and Black-Scholes model Monte Carlo model and Black-Scholes model Black-Scholes model Black-Scholes model
Assumption used:
Share price £19.20 to £36.00 £19.20 to £36.00 £21.60 to £36.00 £21.60 to £36.00
Exercise price £0.01 - £0.01 -
Expected volatility 40.04% to 42.74% 40.04% to 42.74% 40.04% to 43.34% 40.04% to 43.34%
Expected option life 3 years 3 years 3 years 3 years
Expected dividend yield 3.00% 3.00% 1.70% 1.70%
Risk-free interest rate 1.44% to 3.08% 1.44% to 3.08% 1.44% to 3.18% 1.44% to 3.18%

186 XP Power Annual Report & Accounts for the year ended 31 December 2022

d. XP Power Limited Restricted Share Plan 2020 (the “XP RSP 2020”)

The XP RSP 2020 was approved by the shareholders on 21 April 2020. The only participants under the XP RSP 2020 are the Executive Directors who are granted Restricted Shares. Restricted Shares vest over the service period of five years. There is no performance condition attached.

Set out below are summaries of Restricted Shares granted under the plan:

Fair value of awards

The fair value at grant date of awards granted during the year under the XP RSP 2020 is determined using the Black-Scholes model. The model inputs are as follows:

Options granted Fair value at grant date
4,080 £30.99
Assumption used:
Share price £36.00
Exercise price £0.01
Expected volatility 1 35.87%
Expected option life 5 years
Expected dividend yield 3.00%
Risk-free interest rate 1.44%

1 Volatility was estimated based on the historical volatility of the shares over a five-year period prior to grant date.

187XP Power Annual Report & Accounts for the year ended 31 December 2022

31. Financial risk management

The Group’s activities expose it to capital risk, market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group seeks to minimise adverse effects from the unpredictability of financial markets on the Group’s financial performance.

a. Capital risk

The Group manages its capital to ensure that the entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity. The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 22, cash and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings as disclosed in Note 27. The Board reviews the capital structure of the business and considers the cost of capital and risks associated with each class of capital. The Group aims to balance its overall capital structure through the payment of dividends, new share issues and share buyback as well as the issue of new debt or the redemption of existing debt.

b. Currency risk

The Group operates in North America, Europe and Asia. Entities in the Group regularly transact in currencies other than their respective functional currencies (“foreign currencies”). The Group monitors and manages the currency risk through internal reports analysing major currency exposures. Where possible, the Group seeks to offset exposures by matching monetary asset and liability exposures in like currencies against each other, often using its bank facilities to square off or reduce exposures. The Group also manages some currency exposure by entering into currency forwards with banks.

The Group’s currency exposure based on the information provided to key management is as follows:

£m GBP EUR USD SGD Others Total
At 31 December 2022
Financial assets
Cash and cash equivalents 0.9 2.5 17.6 0.3 2.1 23.4
Trade receivables 2.3 4.8 34.6 * 0.7 42.4
Bond receivables – – 37.0 – – 37.0
Other current assets 0.2 0.2 0.4 * 0.3 1.1
ESOP loan to employees * – – – – *
Subtotal 3.4 7.5 89.6 0.3 3.1 103.9
Financial liabilities
Borrowings (0.2) – (174.2) – – (174.4)
Trade and other payables (3.1) (1.5) (34.1) (1.2) (5.0) (44.9)
Lease liabilities (0.6) (13.6) (33.1) (4.0) * (51.3)
Provisions (0.1) (0.1) (46.7) (0.1) – (47.0)
Other financial liabilities (0.9) – – – (0.6) (1.5)
Subtotal (4.9) (15.2) (288.1) (5.3) (5.6) (319.1)
Net financial (liabilities)/assets (1.5) (7.7) (198.5) (5.0) (2.5) (215.2)
Less: Currency forwards 10.6 – – – – 10.6
Currency profile 9.1 (7.7) (198.5) (5.0) (2.5) (204.6)
Financial liabilities/(assets) denominated in the respective entities’ functional currencies 0.8 8.1 203.6 – 0.1 212.6
Currency exposure of financial assets/(liabilities) 9.9 0.4 5.1 (5.0) (2.4) 8.0

188 XP Power Annual Report & Accounts for the year ended 31 December 2022

31. Financial risk management continued

£m GBP EUR USD SGD Others Total
At 31 December 2021
Financial assets
Cash and cash equivalents 1.1 0.5 5.6 0.1 1.7 9.0
Trade receivables 2.4 2.3 25.9 * 0.2 30.8
Other current assets 0.1 * 0.4 0.2 0.2 0.9
ESOP loan to employees * – – – – –
Subtotal 3.6 2.8 31.9 0.3 2.1 40.7
Financial liabilities
Borrowings (0.2) – (33.4) – – (33.6)
Trade and other payables (3.8) (0.6) (32.4) (1.4) (3.9) (42.1)
Lease liabilities (0.2) (0.5) (2.8) (4.5) (0.1) (8.1)
Provisions * – (0.1) (0.1) – (0.2)
Other financial liabilities (0.9) – – – (0.5) (1.4)
Subtotal (5.1) (1.1) (68.6) (6.0) (4.6) (85.4)
Net financial (liabilities)/assets (1.5) 1.7 (36.7) (5.7) (2.5) (44.7)
Less: Currency forwards 9.0 – – – – 9.0
Currency profile 7.5 1.7 (36.7) (5.7) (2.5) (35.7)
Financial liabilities/(assets) denominated in the respective entities’ functional currencies 0.8 (1.2) 41.9 – (0.1) 41.4
Currency exposure of financial assets/(liabilities) 8.3 0.5 5.2 (5.7) (2.6) 5.7

Within the Group, the Company, with USD as its functional currency, has significant currency exposure to financial assets and liabilities denominated in GBP and SGD.# NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

31. Financial risk management continued

If the GBP and SGD change against USD by 10.2% and 2.8% respectively (2021: USD 7.3%, SGD 2.9%) with all other variables, including tax rates, being held constant, the effects arising from the net financial asset/(liability) that are exposed to currency risk will be as follows:

2022 2021
Profit after tax
GBP against USD
– Strengthened 0.7 0.5
– Weakened (0.7) (0.5)
SGD against USD
– Strengthened (0.1) (0.1)
– Weakened 0.1 0.1

Another subsidiary, with EUR as its functional currency, has significant currency exposure to financial assets and liabilities denominated in USD. If EUR change against USD by 10.7% (2021: 4.8%) with all other variables, including tax rates, being held constant, the effects arising from the net financial asset/(liability) that are exposed to currency risk will be as follows:

2022 2021
Profit after tax
USD against EUR
– Strengthened 0.3 0.2
– Weakened (0.3) (0.2)
  • Balance is less than £100,000. The impact of the currency risk on the other comprehensive income is not significant.

c. Interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Group has no significant interest-bearing assets, the Group’s income is substantially independent of changes in the market interest rates. All of the Group’s borrowings are at variable interest rates and are denominated in USD. If the USD interest rates on these borrowings increased/decreased by 1.0% (2021: 1.0%) with all other variables, including tax rates, being held constant, the profit after tax will be lower/ higher by £1,131,000 (2021: £270,000) as a result of higher/lower interest expense on these borrowings.

189XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

31. Financial risk management continued

d. Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial loss to the Group. For trade receivables the Group adopts a policy of only dealing with customers of appropriate credit history or rating. For other financial assets, the Group adopts the policy of only dealing with high credit quality counterparties. The Group uses a provision matrix to measure the lifetime expected credit loss allowance for trade receivables. In measuring the expected credit loss, trade receivables are grouped based on shared credit risk characteristics and days past due. In calculating the expected credit loss rates, the Group considers historical loss rates for each category of customers and adjusts to reflect current and forward macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified gross domestic product (GDP) and the public policy of the countries in which it sells goods as the most relevant factors. Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. The Group considers a financial asset as in default if the counterparty fails to make contractual payments within 90 days when they fall due and writes off the financial asset when a debtor is in significant financial difficulties and have defaulted on payment that is usually greater than 120 days past due. Where receivables are written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss.

2022 2021
Debtors separately identified as credit-impaired £m
Gross carrying amount * – –
Less: loss allowance * – –
Carrying amount net of allowance – – –

The Group’s credit risk exposure in relation to trade receivables under IFRS 9 is set out in the provision matrix as follows:

At 31 December 2022

Past due £m Current 1–30 days 31–60 days 61–90 days 91–120 days >120 days Total
North America region
Expected loss rate 0.0% 0.1% 0.2% 0.2% 0.3% 0.1%
Trade receivables 20.2 3.1 0.5 * * 0.3 24.1
Loss allowance – * * * * * *
Europe region
Expected loss rate 0.0% 0.1% 0.2% 0.2% 0.3% 10.8%
Trade receivables 10.3 1.7 0.2 * 0.1 0.1 12.4
Loss allowance – * * * * * *
Asia region
Expected loss rate 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Trade receivables 4.3 0.9 0.7 * – * 5.9
Loss allowance – – – – – – –

At 31 December 2021

Past due £m Current 1–30 days 31–60 days 61–90 days 91–120 days >120 days Total
North America region
Expected loss rate 0.0% 0.1% 0.2% 0.2% 0.3% 5.1%
Trade receivables 14.8 1.7 0.5 0.4 0.1 0.2 17.7
Loss allowance – * * * * * *
Europe region
Expected loss rate 0.0% 0.1% 0.2% 0.2% 0.3% 29.6%
Trade receivables 7.8 1.2 0.2 0.1 * 0.1 9.4
Loss allowance – * * * * * *
Asia region
Expected loss rate 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Trade receivables 2.9 0.6 0.2 * * * 3.7
Loss allowance – – – – – – –

190 XP Power Annual Report & Accounts for the year ended 31 December 2022

31. Financial risk management continued

The movement in the allowance for impairment of trade receivables is as follows:

2022 2021
£m
Beginning of financial year * (0.5) –
Loss allowance (a) recognised in profit or loss during the year on assets acquired/originated * * *
Receivables written off as uncollectible – 0.5
Currency translation differences * * *
End of the financial year * * *

(a) Loss allowance measured at lifetime ECL.
* Balance is less than £100,000.

e. Liquidity risk

Prudent liquidity risk management includes maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities (Note 22) and the ability to close out market positions at a short notice. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows. All significant subsidiaries prepare weekly cash forecast on a 13-weeks outlook basis and reviewed it on a weekly basis with the management. At the balance sheet date, assets held by the Group and the Company for managing liquidity risk included cash and short-term deposits as disclosed in Note 16. The Group’s debt is sourced from a Revolving Credit Facility 'RCF' provided by HSBC UK Bank PLC, J.P. Morgan Securities PLC, DBS Bank Ltd, Banco de Sabadell S.A., Commerzbank Aktiengesellschaft and Bank of China Limited. In 2022, the Group amended in respect of replacing LIBOR with Compound Reference Rate and renewed its facility from US$150 million to US$255 million with a US$75 million accordion with a four-year term up to June 2026 and an option to extend the bank facility for a further one year to June 2027. The facility has no fixed repayment terms until maturity. The main features of the RCF are as follows:
• The interest rate on the amounts drawn under the facility is determined as Secured Overnight Financing Rate (SOFR) administered by the Federal Reserve Bank of New York plus a margin of 1.2-2.8% for the utilisation facility and a margin of 1.7% for the unutilised facility.
• Market standard financial covenants of the facility, as discussed below.
• A US$75 million accordion feature, providing the Group with additional flexibility to increase the size of the banking facility to US$330 million, subject to approval of its bank lending group.

The covenants to 31 December 2022 include:
• The ratio of net debt to consolidated EBITDA permitted under the revolving credit facility must not exceed a multiple of three times.
• Consolidated EBITDA must also cover relevant finance expenses by a minimum of four times.

For covenant testing purposes, the Group’s definition of consolidated EBITDA is adjusted to exclude specific items. Consolidated EBITDA, for covenant test purposes, is based on the previous 12-month period, measured on the last day of each financial quarter of the Group. Throughout the year and at 31 December 2022 both of these covenants were met.

The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cashflows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.

191XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022

31. Financial risk management continued

£m Less than 1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Total
At 31 December 2022
Trade and other payables 44.9 – – – 44.9
Lease liabilities 2.9 4.1 14.6 68.7 90.3
Accrued consideration – – 1.5 – 1.5
Borrowings, including interest 12.6 11.6 195.7 – 219.9
Total 60.4 15.7 211.8 68.7 356.6
At 31 December 2021
Trade and other payables 42.1 – – – 42.1
Lease liabilities 1.9 2.0 2.4 2.2 8.5
Accrued consideration * 1.3 – – 1.3
Borrowings, including interest 0.9 0.7 34.0 – 35.6
Total 44.9 2.7 37.7 2.2 87.5

The Group manages the liquidity risk by maintaining sufficient cash and bank facilities to enable it to meet its normal operating commitments.

f. Fair value measurements

The table below presents assets and liabilities recognised and measured at fair value and classified by level of the following fair value measurement hierarchy:
i. Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
ii. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
iii. Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).## 31. Financial risk management continued

g. Financial instruments by category

The carrying amount of the different categories of financial instruments are as follows:

£m 2022 2021
Financial assets, at FVPL * *
Financial liabilities, at FVPL (1.6) (1.5)
Financial assets, at amortised cost 103.9 40.7
Financial liabilities, at amortised cost (317.6) (83.9)

h. Offsetting financial assets and financial liabilities

The Group has no financial instruments subject to enforceable master netting arrangements.

32. Business combinations

On 31 January 2022, the Group acquired 100% equity interest in FuG Elektronik GmbH 'FuG' and Guth High Voltage GmbH 'Guth'. The principal activity of FuG and Guth is that of development, production and sale of high voltage products, covering applications from particle accelerators systems to laboratory power supplies. As a result of the acquisition, the Group is expected to add new and highly complementary technical capabilities to the Group’s high voltage product portfolio. Details of the consideration paid, the assets acquired and liabilities assumed, the effects on the cash flows of the Group, at the acquisition date, are as follows:

(a) Purchase consideration

£m
Cash paid 33.2
Consideration transferred for the businesses 33.2

(b) Effect on cash flows of the Group

£m
Cash paid (as above) 33.2
Less: Cash and bank balances in subsidiaries acquired (0.2)
Cash outflow on acquisition 33.0

(c) Identifiable assets acquired and liabilities assumed

At fair value
Cash and bank balances 0.2
Property, plant and equipment (Note 13) 0.8
Brand, Trademarks, Technology, Customers relationships, Customer contracts and Software (Note 12 and Note (f) below) 11.3
Right-of-use assets (Note 14) 11.4
Inventories 5.9
Trade receivables (Note (e) below) 1.1
Other current assets (Note (e) below) 0.2
Total assets 30.9
Trade and other payables (2.9)
Lease liabilities (Note 22) (11.4)
Income tax payable (0.3)
Deferred tax liabilities (Note 26) (4.1)
Total liabilities (18.7)
Total identifiable net assets 12.2
Add: Goodwill 21.0
Consideration transferred for the businesses 33.2

(d) Acquisition-related costs

Acquisition-related costs of £2.4 million are included in “administrative expenses” in the consolidated statement of comprehensive income and in operating cash flows in the consolidated statement of cash flows.

(e) Acquired receivables

The fair value of trade and other receivables is £1.3 million which is the same as the gross contractual amount, all of which is expected to be collectible.

(f) Fair values

The fair value of the acquired identifiable intangible assets of £11.3 million was finalised during the year.

(g) Goodwill

The goodwill of £21.0 million arising from the acquisition is attributable to the workforce in place, strategic value through new customers, new technologies, an expanded presence in Germany and the synergies expected to arise from the economies of scale in combining the operations of the Group with those of FuG and Guth. It is not deductible for tax purposes.

(h) Revenue and profit contribution

The acquired businesses contributed revenue of £16.6 million and net profit of £2.9 million to the Group from the period 1 February 2022 to 31 December 2022. Had FuG and Guth been acquired from 1 January 2022, consolidated revenue and consolidated loss before tax for the period ended 31 December 2022 would have been £291.9 million and £29.8 million respectively.

33. Information

These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of XP Power Limited on 28 February 2023.

COMPANY BALANCE SHEET AS AT 31 DECEMBER 2022

£‘000 Note 2022 2021
ASSETS
Current assets
Cash and bank balances 37 9,337 3,469
Trade and other receivables 38 91,767 45,712
Other current assets 39 3,570 1,051
Derivative financial instruments 40 56 *
Inventories 41 15,078 11,283
Total current assets 119,808 61,515
Non-current assets
Investment in subsidiaries 36 49,258 43,928
Property, plant and equipment 42 2,690 1,838
Right-of-use assets 43 3,832 4,515
Intangible assets 44 36,267 27,287
Long-term receivable 47 7,468 6,660
Total non-current assets 99,515 84,228
Total assets 219,323 145,743
LIABILITIES
Current liabilities
Trade and other payables 46 112,307 50,111
Current income tax liabilities 48 3,217 1,422
Derivative financial instruments 40 129 129
Lease liabilities 329 339
Provisions 11 – –
Total current liabilities 115,993 52,001
Non-current liabilities
Deferred income tax liabilities 45 6,085 4,458
Provisions 96 113 –
Lease liabilities 3,703 4,109
Total non-current liabilities 9,884 8,680
Total liabilities 125,877 60,681
NET ASSETS 93,446 85,062
EQUITY
Share capital 49 29,775 29,774
Share-based payments reserve 49 1,377 951
Translation reserve 49 25,358 16,386
Retained earnings 49 36,936 37,951
TOTAL EQUITY 93,446 85,062

* Balance is less than £1,000.

FINANCIALS NOTES TO THE COMPANY BALANCE SHEET AS AT 31 DECEMBER 2022

34. General information

XP Power Limited (the 'Company') is listed on the London Stock Exchange and incorporated and domiciled in Singapore. The address of its registered office is 19 Tai Seng Avenue, #07-01, Singapore 534054. The nature of the Company’s operations and its principal activities are providing power supply solutions and acting as an investment holding company.

35. Basis of preparation

The Company applies the same principal accounting policies as the Group as set out in Note 2 under the Group Consolidated Financial Statements, except for the following which is only applicable to the Company:

Investments in subsidiaries, associates and joint ventures

Investments in subsidiaries are stated at cost less accumulated impairment losses in the balance sheet. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investments are recognised in profit or loss.

Financial guarantees

The Company has issued corporate guarantees to banks for bank borrowings of its subsidiaries. These guarantees are financial guarantees as they require the Company to reimburse the banks if the subsidiaries fail to make principal or interest payments when due in accordance with the terms of their borrowings. Intra-Group transactions are eliminated on consolidation. Financial guarantee contracts are initially measured at fair values plus transaction costs and subsequently measured at the higher of:

a. premium received on initial recognition less the cumulative amount of income recognised in accordance with the principles of IFRS 15; and

b. the amount of expected loss computed using the impairment methodology under IFRS 9.

Certain comparative amounts have been reclassified for consistency with the presentation of the 2022 Company balance sheet.

A. CHANGES IN ACCOUNTING POLICY AND DISCLOSURES

i New and amended standards adopted by the Group

On 1 January 2022, the Company adopted the new or amended IFRS, Interpretations issued by the IFRS Interpretations Committee of the IASB 'IFRIC' and Interpretations of SFRS(I) 'INT SFRIS(I)' (collectively referred to as 'Standards and Interpretations') that are mandatory for application for the financial year. Changes to the Company’s accounting policies have been made as required, in accordance with the transitional provisions in the respective Standards and Interpretations. The adoption of these new or amended Standards and Interpretations did not result in substantial changes to the Company’s accounting policies and had no material effect on the amounts reported for the current or previous financial years.

ii New standards and interpretations issued not yet adopted

Certain new accounting Standards and Interpretations have been published that are not mandatory for 31 December 2022 reporting periods and have not been early adopted by the Company. These are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.

36.# Investment in subsidiaries

£‘000 2022 2021
Cost at carrying value
At 1 January 43,928 43,484
Currency translation differences 5,330 444
At 31 December 49,258 43,928
Name of Subsidiary Country of business / incorporation Ownership interest 2022 Ownership interest 2021
XP Power Plc UK 100 100
XP Power Singapore Holdings Pte Limited Singapore 100 100

37. Cash and bank balances

£‘000 2022 2021
Cash at bank 9,337 3,469
Total 9,337 3,469

The Company’s cash at bank is denominated in the following currencies:

£‘000 GBP USD EUR SGD JPY TOTAL
At 31 Dec 2022 224 8,443 411 256 3 9,337
At 31 Dec 2021 481 2,310 579 69 30 3,469

38. Trade and other receivables

£‘000 2022 2021
Trade receivables 5,426 3,705
Trade receivables from subsidiaries 9,571 26,221
Other receivables from subsidiaries 21,155 4,553
Loan receivables from a subsidiary 55,615 11,233
Total 91,767 45,712

The average credit period taken on sales of goods to third party is 54 days (2021: 46 days). No interest is charged on the outstanding receivables balance. The carrying amount of trade and other receivables approximates their fair value. Loan from a subsidiary is unsecured and bears interest at LIBOR plus 1.5% per annum. Trade and other receivables from subsidiaries are interest-free.

39. Other current assets

£‘000 2022 2021
Prepayments 514 496
Deposit 33 89
VAT receivables 3,013 389
Other receivables 10 77
Total 3,570 1,051

40. Derivative financial instruments

Currency forwards
Derivative financial instruments comprise of the USD/GBP currency forwards used to manage the exposure from issuance of dividends in GBP. Hedge accounting has not been applied to these contracts: The contracted notional principal amounts ad fair values of these currency forwards are as follows:

Assets / Liabilities 31 December 2022 £’000 31 December 2022 £’000
Contractual notional amount Fair value Contractual notional amount Fair value
Currency forwards (current) 3,500 56 7,050 (129)
Assets / Liabilities 31 December 2021 £‘000 31 December 2021 £‘000
Contractual notional amount Fair value Contractual notional amount Fair value
Currency forwards (current) 1,050 * 7,950 (129)

* Balance is less than £1,000.

197
XP Power Annual Report & Accounts for the year ended 31 December 2022
FINANCIALS
NOTES TO THE COMPANY BALANCE SHEET CONTINUED AS AT 31 DECEMBER 2022

41. Inventories

£‘000 2022 2021
Finished goods 15,078 11,283

42. Property, plant and equipment

£‘000 Freehold land Building Plant and equipment Motor vehicles Building improvements Assets under construction Total
Cost
At 1 January 2021 213 1,713 1,637 40 496 (0) 4,099
Additions – – 202 – 10 238 450
Currency translation differences 2 18 22 1 5 2 50
At 31 December 2021 215 1,731 1,861 41 511 240 4,599
Additions – – 458 – – 415 873
Disposals – – (167) – (312) – (479)
Transfer – – – – 650 (650) –
Currency translation differences 27 210 248 5 143 (5) 628
At 31 December 2022 242 1,941 2,400 46 992 – 5,621
Accumulated depreciation
At 1 January 2021 – 623 1,429 33 453 – 2,538
Depreciation charge – 51 102 7 33 – 193
Currency translation differences – 7 17 1 5 – 30
At 31 December 2021 – 681 1,548 41 491 – 2,761
Depreciation charge – 57 158 – 84 – 299
Disposal – – (162) – (312) – (474)
Currency translation differences – 85 191 5 64 – 345
At 31 December 2022 – 823 1,735 46 327 – 2,931
Net book value
At 31 December 2022 242 1,118 665 – 665 – 2,690
At 31 December 2021 215 1,050 313 – 20 240 1,838

Assets under construction in 2021 pertains to costs incurred for the renovation of office space which was due for completion in 2022.

43. Right-of-use assets

£‘000 Leasehold land and buildings
At 1 January 2021 336
Depreciation charge (321)
Additions 4,454
Currency translation differences 46
At 31 December 2021 4,515
Depreciation charge (535)
Modification of lease liability (703)
Disposal (4)
Currency translation differences 559
At 31 December 2022 3,832

198
XP Power Annual Report & Accounts for the year ended 31 December 2022

44. Intangible assets

£‘000 Product development costs Trademarks Intangible software Assets under development Total
Cost
At 1 January 2021 14,951 84 6,232 7,850 29,117
Additions 301 – 74 11,420 11,795
Transfer 9 – – (9) –
Currency translation differences 183 1 65 315 564
At 31 December 2021 15,444 85 6,371 19,576 41,476
Additions 402 – 278 8,052 8,732
Transfer 1,760 – 11,847 (13,607) –
Currency translation differences 1,880 10 1,760 1,729 5,379
At 31 December 2022 19,486 95 20,256 15,750 55,587
Accumulated amortisation and impairment losses
At 1 January 2021 10,657 – 722 – 11,379
Amortisation charge 1,988 – 656 – 2,644
Currency translation differences 147 – 19 – 166
At 31 December 2021 12,792 – 1,397 – 14,189
Amortisation charge 1,563 – 1,680 – 3,243
Impairment charge – – – 90 90
Currency translation differences 1,594 – 201 3 1,798
At 31 December 2022 15,949 – 3,278 93 19,320
Net book value
At 31 December 2022 3,537 95 16,978 15,657 36,267
At 31 December 2021 2,652 85 4,974 19,576 27,287

* Balance is less than £1,000.
The Company’s trademarks used to identify and distinguish the Company’s name and logo have a carrying amount of £95,000 (2021: £85,000). The Company intends to renew the trademarks continuously and evidence supports its ability to do so, based on its past experience. An analysis of market and competitive trends provides evidence that the trademarks will generate net cash inflows for the Company for an indefinite period. Therefore, the trademarks are carried at cost without amortisation, but is tested for impairment on an annual basis.

45. Deferred income tax liabilities

The movement in deferred income tax liabilities during the financial year is as follow:

£‘000 Accelerated tax depreciation Intangible assets amortisation Others Total
At 1 January 2021 (104) (2,607) (121) (2,832)
(Charged)/credited to profit or loss (418) (1,139) (8) (1,565)
Currency translation differences (9) (48) (4) (61)
At 31 December 2021 (531) (3,794) (133) (4,458)
Credited/(charged) to profit or loss 359 (1,433) (1) (1,075)
Currency translation differences (51) (513) 12 (552)
At 31 December 2022 (223) (5,740) (122) (6,085)

199
XP Power Annual Report & Accounts for the year ended 31 December 2022
FINANCIALS
NOTES TO THE COMPANY BALANCE SHEET CONTINUED AS AT 31 DECEMBER 2022

46. Trade and other payables

£‘000 2022 2021
Trade payables 2,983 5,783
VAT payables 3,321 584
Withholding tax 241 87
Accruals for operating expenses 5,459 3,952
Contract liabilities 1,434 1,267
Amount payable to subsidiaries 98,869 38,438
Total 112,307 50,111

Amount payable to subsidiaries consists of advances from subsidiaries amounting to £6,402,000 (2021: £7,190,000) which pertain to cash pooling arrangements and are unsecured, repayable on demand and bear interest ranging from 1.5% to 3.0% per annum. The Company borrows from subsidiaries at an interest rate of 1.5%–2.0% above LIBOR. The borrowing is repayable on demand. The outstanding amount as at year end is £79,160,182 (2021: £18,856,000)

47. Long-term receivable

£‘000 2022 2021
Loans to subsidiaries 7,468 6,660
Total 7,468 6,660

Loans to subsidiaries amounting to are unsecured and denominated in the USD. The loans are repayable on demand and bear interest at LIBOR plus 2.0% per annum.

48. Current income tax liabilities

£‘000 2022 2021
At 1 January 1,422 4,794
Currency translation differences 172 88
Income tax paid (net of refund) (1,050) (4,418)
Tax expense 2,861 844
Over-provision in prior financial year (188) 114
At 31 December 3,217 1,422

49. Share capital and reserves

a. Share capital

No of ordinary shares Amount £‘000 2022 2021
Beginning of financial year 19,642,296 29,774
Shares issued 100,000 1
End of financial year 19,742,296 29,775
Beginning and end of financial year 19,642,296 29,774

All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company. In 2022, the Company issued 100,000 ordinary shares for a total consideration of £1,000 for cash to the ESOP Trust. The newly issued shares rank pari passu in all aspects with the previously issued shares.

200
XP Power Annual Report & Accounts for the year ended 31 December 2022

49. Share capital and reserves continued

b. Share-based payments reserve

Share-based payments reserve represents the equity-settled share-based payments granted to employees. The reserve is made up of the cumulative value of services received from employees recorded over the vesting period commencing from the grant date of equity-settled share-based payments and is reduced by the expiry or exercise of share-based payments.

£‘000 2022 2021
Balance at 1 January 951 565
Share-based payment expenses 310 381
Currency translation differences 116 5
Balance at 31 December 1,377 951

c. Translation reserve

Translation reserve represents exchange differences arising from the translation of financial statements of foreign transactions and balances which functional currencies are different from that of the Company’s presentation currency.

£‘000 2022 2021
Balance at 1 January 16,386 15,530
Currency translation differences 8,972 856
Balance at 31 December 25,358 16,386

d. Retained earnings

The movement in retained earnings during the financial year is as follows:

£‘000 2022 2021
Balance at 1 January 37,951 44,171
Dividends paid (18,570) (18,178)
Profit for the year 17,555 11,958
Balance at 31 December 36,936 37,951

50. Financial risk management

The Company’s activities expose it to capital risk, market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Company seeks to minimise adverse effects from the unpredictability of financial markets on the Company’s financial performance.

a.# FINANCIALS

NOTES TO THE COMPANY BALANCE SHEET CONTINUED AS AT 31 DECEMBER 2022

50. Financial risk management continued

Capital risk The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of debt, cash and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in Note 49.

b. Currency risk The Company transacts in North America, Europe and Asia. The Company monitors and manages the currency risks through internal reports analysing major currency exposures. Where possible the Company seeks to offset exposures by matching monetary asset and liability exposures in like currencies against each other often using its bank facilities to square off or reduce exposures. The Company manages some currency exposure by entering into currency forwards with banks.

2022 XP Power Annual Report & Accounts for the year ended 31 December 2022

50. Financial risk management continued

The Company’s currency exposure based on the information provided to key management is as follows:

At 31 December 2022

£‘000 GBP EUR USD SGD MYR Others Total
Financial assets
Cash and cash equivalents 224 411 8,443 255 – 4 9,337
Trade and other receivables 77 2,673 84,814 86 4,052 65 91,767
Other current assets – 4 2 29 8 – 43
Long-term receivables – 7,468 – – – – 7,468
Subtotal 301 3,088 100,727 370 4,060 69 108,615
Financial liabilities
Trade and other payables (12,444) (500) (92,771) (1,567) – (29) (107,311)
Lease liabilities – – – (4,032) – – (4,032)
Provisions – – (11) (96) – – (107)
Subtotal (12,444) (500) (92,782) (5,695) – (29) (111,450)
Net financial (liabilities)/assets (12,143) 2,588 7,945 (5,325) 4,060 40 (2,835)
Currency forwards 10,550 – – – – – 10,550
Currency profile excluding non- financial assets and liabilities (1,593) 2,588 7,945 (5,325) 4,060 40 7,715
Less: Financial assets denominated in the entity’s functional currency – – 7,945 – – – 7,945
Currency exposure of financial (liabilities)/assets (1,593) 2,588 – (5,325) 4,060 40 (230)

At 31 December 2021

£‘000 GBP EUR USD SGD MYR Others Total
Financial assets
Cash and cash equivalents 481 579 2,310 69 – 30 3,469
Trade and other receivables 981 903 42,098 1,659 – 71 45,712
Other current assets – 4 – 162 – – 166
Long-term receivables – 6,660 – – – – 6,660
Subtotal 1,462 1,486 51,068 1,890 – 101 56,007
Financial liabilities
Trade and other payables (13,068) (342) (33,205) (1,494) – (64) (48,173)
Lease liabilities – – – (4,448) – – (4,448)
Provisions – – – (113) – – (113)
Subtotal (13,068) (342) (33,205) (6,055) – (64) (52,734)
Net financial (liabilities)/assets (11,606) 1,144 17,863 (4,165) – 37 3,273
Currency forwards 9,000 – – – – – 9,000
Currency profile excluding non- financial assets and liabilities (2,606) 1,144 17,863 (4,165) – 37 12,273
Less: Financial assets denominated in the entity’s functional currency – – 17,863 – – – 17,863
Currency exposure of financial (liabilities)/assets (2,606) 1,144 – (4,165) – 37 (5,590)

If the SGD and MYR change against USD by 2.8% and 6.0% respectively (2021: SGD 2.9%, MYR 7.1%) with all other variables, including tax rates, being held constant, the effects arising from the net financial asset/(liability) that are exposed to currency risk will be as follows:

2022 Profit after tax 2021 Profit after tax
SGD against USD
– Strengthened (121) (100)
– Weakened 121 100
MYR against USD
– Strengthened 198 –
– Weakened (198) –

The impact of the currency risk on the other comprehensive income is not significant.

202 XP Power Annual Report & Accounts for the year ended 31 December 2022

c. Interest rate risk Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company has no significant interest-bearing assets, the Company’s income is substantially independent of changes in the market interest rates. The Company borrows from subsidiaries at an interest rate of 1.5%–2.0% above LIBOR. If the average interest rates on these borrowings increased/decreased by 4.6% (2021: 0.14%) with all other variables, including tax rates, being held constant, the profit after tax will be lower/ higher by £2,732,647 (2021: £31,958) as a result of higher/lower interest expense on these borrowings.

d. Credit risk Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial loss to the Company. For trade receivables the Company adopts a policy of only dealing with customers of appropriate credit history or rating. For other financial assets, the Company adopts the policy of only dealing with high credit quality counterparties. The Company is not exposed to significant credit risk as a majority of the sales are made to the subsidiaries. Trade receivables are neither past due nor impaired are substantially companies with a good collection track record with the Company. The Company does not hold any collateral and the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments on the balance sheet. The Company applies the simplified approach by using the provision matrix to measure the lifetime expected credit loss for all trade receivables. In measuring the expected credit losses, it is based on the Company’s two years historical credit loss experience and a provision matrix has been set up using the amount of bad debt incurred over the carrying value of the trade receivables per ageing brackets at each financial year end. The Company’s credit risk exposure in relation to trade receivables are set out in the provision matrix as follows:

Past due

£‘000 Current 1–30 days 31–60 days 61–90 days 91–120 days >120 days Total
At 31 December 2022
Expected loss rate 0% 0% 0% 0% 0% 0%
Trade receivables 5,636 7,036 1,074 703 267 281 14,997
Loss allowance – – – – – – –

Past due

£‘000 Current 1–30 days 31–60 days 61–90 days 91–120 days >120 days Total
At 31 December 2021
Expected loss rate 0% 0% 0% 0% 0% 0%
Trade receivables 6,659 8,064 3,182 2,783 841 8,397 29,926
Loss allowance – – – – – – –

The Company monitors the credit risk of the related parties based on the past due information to assess if there is any significant increase in credit risk. The related corporation has made interest payment on a timely basis and considered to have low risk of default. The loan balance of £7,468,000 (2021: £6,660,000) is measured on 12-month expected credit losses. The credit loss is immaterial. The Company assessed the credit risk of each intercompany loan by considering the terms of the loans, whether the loan is past due, borrower’s cash position, revenue, profit before tax and net assets. Based on these, it was concluded that the credit risk is low and hence, the Company compute the expected credit loss on a 12-month basis instead of a lifetime approach.

FINANCIAL ASSETS AT AMORTISED COSTS
The Company uses the following categories of internal credit risk rating for financial assets which are subject to expected credit losses under the 3-stage general approach. These four categories reflect the respective credit risk and how the loss provision is determined for each of those categories.

Category of internal credit rating Definition of category Basis of recognition of expected credit loss
Performing Issuers have a low risk of default and a strong capacity to meet contractual cash flows 12-month expected credit losses
Underperforming Issuers for which there is a significant increase in credit risk, as significant in credit risk is presumed if interest and/or principal repayment are 30 days past due Lifetime expected credit losses
Non-performing Interest and/or principal payments are 90 days past due Lifetime expected credit losses
Write off Interest and/or principal repayments are 120 days past due and there is no reasonable expectation of recovery Asset is written off

203XP Power Annual Report & Accounts for the year ended 31 December 2022

e. Liquidity risk The table below analyses non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.

£‘000 Less than 1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Total
At 31 December 2022
Trade and other payables 107,311 – – – 107,311
Lease liabilities 541 549 1,682 2,382 5,154
Total 107,852 549 1,682 2,382 112,465
£‘000 Less than 1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Total
At 31 December 2021
Trade and other payables 48,173 – – – 48,173
Lease liabilities 353 794 1,298 2,003 4,448
Total 48,526 794 1,298 2,003 52,621

The Company manages the liquidity risk by maintaining sufficient cash and bank facilities to enable it to meet its normal operating commitments.

f. Fair value measurements The table below presents assets and liabilities recognised and measured at fair value and classified by level of the following fair value measurement hierarchy:

i. Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
ii. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
iii. Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).# XP Power Annual Report & Accounts for the year ended 31 December 2022

£‘000 Level 1 Level 2 Level 3 Total
As at 31 December 2022
Assets
Derivative financial instruments – 56 – 56
Liabilities
Derivative financial instruments – (129) – (129)
As at 31 December 2021
Assets
Derivative financial instruments – * – *
Liabilities
Derivative financial instruments – (129) – (129)
  • Balance is less than £1,000.

g. Financial instruments by category

The carrying amount of the different categories of financial instruments are as follows:

£‘000 2022 2021
Financial assets, at FVPL 56 *
Financial liabilities, at FVPL (129) (129)
Financial assets, at amortised cost 108,615 56,007
Financial liabilities, at amortised cost (111,450) (52,734)
  • Balance is less than £1,000.

h. Offsetting financial assets and financial liabilities

The Company has no financial instruments subject to enforceable master netting arrangements.

CONSOLIDATED INFORMATION

204 XP Power Annual Report & Accounts for the year ended 31 December 2022

2022 £m 2021 £m 2020 £m 2019 £m 2018 £m
Results
Revenue 290.4 240.3 233.3 199.9 195.1
(Loss)/profit from operations (24.1) 29.7 37.4 26.7 39.3
(Loss)/profit before tax (30.2) 28.4 35.7 24.0 37.6
Assets employed
Non-current assets 255.1 150.5 135.2 137.4 129.2
Current assets 226.6 121.7 107.0 96.0 105.1
Current liabilities (106.2) (49.0) (34.7) (30.4) (26.8)
Non-current liabilities (236.0) (50.8) (43.0) (64.1) (70.1)
Net assets 139.5 172.4 164.5 138.9 137.4
Financed by
Equity 138.6 171.5 163.8 138.2 136.4
Non-controlling interests 0.9 0.9 0.7 0.7 1.0
139.5 172.4 164.5 138.9 137.4

Key statistics (pence)

2022 2021 2020 2019 2018
(Loss)/earnings per share (102.0) 115.8 163.0 107.0 157.8
Adjusted earnings per share 160.6 179.4 201.8 144.1 176.1
Diluted (loss)/earnings per share (101.6) 113.8 160.3 105.0 154.9
Diluted adjusted earnings per share 160.1 176.3 198.4 141.4 172.8
Share price in the year (pence)
High 5,250.0 5,700.0 4,790.0 3,110.0 3,740.0
Low 1,464.0 4,630.0 2,130.0 1,965.0 2,090.0
Dividends per share (pence) 94.0 94.0 74.0 55.0 85.0

FIVE-YEAR REVIEW

205 XP Power Annual Report & Accounts for the year ended 31 December 2022

FINANCIALS ADVISERS

Company Brokers
Investec
2 Gresham Street
London EC2V 7QP
United Kingdom

Principal Bankers
HSBC Bank plc
Level 7 Thames Tower
Station Road
Reading RG1 1LX
United Kingdom

Solicitors
Eversheds Sutherland
1 Wood Street
London EC2V 7WS
United Kingdom

Registrars
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom

Company Secretary
M & C Services Private Limited
112 Robinson Road #05-01
The Corporate Office
Singapore 068902

Auditors
PricewaterhouseCoopers LLP
7 Straits View
Marina One, East Tower, Level 12
Singapore 018936

206 XP Power Annual Report & Accounts for the year ended 31 December 2022

The production of this report supports the work of the Woodland Trust, the UK’s leading woodland conservation charity. Each tree planted will grow into a vital carbon store, helping to reduce environmental impact as well as creating natural havens for wildlife and people.

POWERING THE WORLD’S CRITICAL SYSTEMS

XP Power Limited
19 Tai Seng Avenue, #07-01, Singapore 534054
T : +65 6411 6900
F: +65 6479 6305

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