Governance Framework

The Board is collectively accountable to the Company’s shareholders for the proper conduct of the Xaar’s business and its long-term success. The Board has a schedule of matters reserved for its approval and a formal structure of delegating some of its responsibilities to Board Committees through agreed terms of reference which are subject to regular review. The schedule of matters clearly defines the decisions which can only be made by the Board and largely relates to matters of strategic importance, particularly high-value or governance related, where independence from executive management is important.

The Board delegates responsibility for the day-to-day operational management of the Company to the Chief Executive Officer, who is supported by the Xaar’s Executive Leadership Team, which is chaired by the CEO.

The independent Non-Executive Directors exercise independent, objective judgement in respect of decisions of the Board, and scrutinise and challenge management. Through the various committees of the Board, they have responsibility for ensuring the robustness and integrity of financial information; internal controls and the risk management framework; that the Board has an appropriate mix of skills, knowledge, experience and diversity to fulfil the Board’s vision and support the delivery of the Company’s strategy; and, that remuneration arrangements appropriately support Xaar’s culture and strategic ambition.

Matters Reserved for the Board

Responsibilities: 

• Oversees the integrity of the Group’s financial reporting, internal controls and risk management framework.
• Ensures the Group complies with legal and regulatory governance requirements, including those related to financial reporting, environmental and climate change-related matters.
• Assesses the independence and effectiveness of the external auditors.

Members:

• Richard Amos (Chair)
• Inken Braunschmidt
• Jacqueline Sutton

Audit Committee - Terms of Reference

Responsibilities:

• Ensures the Remuneration Policy and wider remuneration practices are designed to support Xaar’s strategy and promote long-term sustainable success.
• Oversees Remuneration Policy implementation for Executive Directors and senior management.
• Reviews workforce remuneration and related policies.

Members:

• Inken Braunschmidt (Chair)
• Ben Stocks Richard Amos
• Jacqueline Sutton

Remuneration Committee - Terms of Reference

Responsibilities:

• Reviews Board composition and proposes appointments to the Board.
• Considers succession planning for the Board and senior management.
• Oversees diversity and inclusion targets and objectives for Board and senior management.

Members: 

• Ben Stocks (Chair)
• Richard Amos
• Inken Braunschmidt
• Jacqueline Sutton

Nomination Committee - Terms of Reference

Responsibilities:

• Implements Xaar’s strategy for the long-term success of the Xaar, monitoring performance and significant business projects and initiatives against budget and the agreed strategy.
• Assists the CEO in executing the authority delegated by the Board, making and implementing day-to-day operational decisions and exercising oversight of the Xaar’s commercial issues.
• Monitors and assesses the Xaar’s culture and execution against the ESG strategy and day-to-day behaviours to ensure that they are aligned with the Xaar’s strategy and values.

Meet the Executive Leadership Team