Directors

The Directors of the Company in office at the date of this report are as follows:

With the exception of Mike Laver, all Directors will retire and, being eligible, offer themselves for re-election at the forthcoming Annual General Meeting on
16 April 2019.

Directors' interests in shares or share options

The present membership of the Board and the interests of the Directors in the shares of XP Power Limited are set out in the Directors' Remuneration Report.

Substantial interests

Other than the Directors' interests, as at 31 December 2018 the Company was aware of the following interests in 3% or more of the issued ordinary share capital of the Company:

During the period between 31 December 2018 and 5 March 2019, the Company had received notice, under the Financial Conduct Authority's Disclosure Guidance & Transparency Rules, in respect of the following holdings of shares:

Dividends

Interim dividends were paid and are proposed as follows:

We are proposing a final dividend of 33.0 pence per share which would be payable to members on the register on 22 March 2019 and will be paid on 23 April 2019. This would make the total dividend for the year 85.0 pence (2017: 78.0 pence) which is an increase of 9%.

Audit committee

The members of the Audit Committee at the end of the financial year were as follows:

Terry Twigger (Chair)

Polly Williams

All members of the Audit Committee were Non-Executive Directors.

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. In performing those functions, the Audit Committee reviewed:

• The audit plan of the Company's independent Auditor and its report on internal accounting controls arising from the statutory audit;
• The assistance given by the Company's management to the independent Auditor; and
• The balance sheet of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2018 before their submission to the Board of Directors, as well as the independent Auditor's report on the balance sheet of the Company and the consolidated financial statements of the Group

The Audit Committee has recommended to the Board that the independent Auditor, PricewaterhouseCoopers LLP, be nominated for reappointment at the forthcoming Annual General Meeting of the Company.

Independent auditor

The independent Auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept reappointment.

On behalf of the Directors