82

Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Governance

Financial Statements

NON-FINANCIAL INFORMATION STATEMENT
The table below explains where relevant non-financial information can be found within this report, further to the Financial
Reporting Directive requirements contained in Sections 414CA and 414CB of the Companies Act 2006. Where appropriate,
details on where additional information on these matters can be found, have also been included.
Key policies and procedures

Information within this report

Additional information

Health and Safety Policy

Sustainability Report: pages 34 to 57

www.oxinst.com/investors-content/sustainability

Environmental Policy

Sustainability Committee Report:
pages 117 to 119

www.oxinst.com/investors-content/compliance/
environmental-policy

Task Force on Climate-related
Financial Disclosures (TCFD)
Statement: pages 40 to 50

www.oxinst.com/CBCE

www.oxinst.com/corporate-content/health-and-safety

Working at Oxford Instruments Policy

Engaging with our stakeholders:pages 20 and 21

Leaving Oxford Instruments Policy

Sustainability Report: pages 34 to 57

www.oxinst.com/corporate-content/employees

IT Infrastructure and Use Policy

How we engage with our stakeholders:pages 90 to 96
Board Leadership and Company
Purpose: page 89

Environment

Supplier Due Diligence and Audit Procedureswww.oxinst.com/corporate-content/supplier-and-partnerengagement

Employees
Health and Safety Policy

Conflicts of Interest Policy
Business Travel Policy
Crisis Management Policy
Reward and Recognition Policy

Sustainability Committee Report:
pages 117 to 119

Governance
84

Chair’s overview

86

Board of Directors

www.oxinst.com/investors-content/compliance/crisismanagement-policy

89

Board leadership and company purpose

www.oxinst.com/corporate-content/diversity-and-inclusion

89

Corporate Governance statement

www.oxinst.com/CBCE

www.oxinst.com/careers

Performance Management Policy
Opportunity and Career Policy
Share Dealing Policy

90 How we engage with our stakeholders
96

Section 172(1) Statement

97

Division of responsibilities

101 Composition, succession and evaluation

Social matters
Export Control Policy

Sustainability Report: pages 34 to 57

www.oxinst.com/corporate-content/privacy

Privacy Policy

Community engagement:
page 92 and 93

www.oxinst.com/CBCE

106 Nomination Committee Reportwww.oxinst.com/investors-content/compliance/groupsanctions-policy

110 Audit and Risk Committee Reportwww.oxinst.com/investors-content/compliance/groupexport-controls-policy

117 Sustainability Committee Report

Code of Conduct
Group Sanctions PolicyGroup Export Controls

Sustainability Committee Report:
pages 117 to 119

120 Directors’ Remuneration Report

Human rights
Global Human Rights Policy

Ethics – human rights: page 57

www.oxinst.com/corporate-content/human-rights-policy

Modern Slavery Statement

www.oxinst.com/corporate-content/modern-slavery

Gender & Ethnicity Pay Gap Reportwww.oxinst.com/corporate-content/gender-pay-report

Privacy Policy

www.oxinst.com/corporate-content/privacy

Whistleblowing Policy
Share Dealing Policy
Supplier Code of Conduct

Ethics – anti-bribery andcorruption: page 56

www.oxinst.com/investors-content/compliance/antibribery-and-corruption

Supplier engagement:
pages 92 and 93

www.oxinst.com/investors-content/compliance/businessmalpractice-procedure
www.oxinst.com/CBCE

Conflicts of Interest Policy
Supplier Due Diligence and Audit Procedures
Additional disclosures: – Business model – Principal risks – Non-financial KPIs
Group Tax Strategy

Investment case: pages 16 and 17
Business Model: pages 18 and 19
Strategy: pages 22 and 23
KPIs: pages 24 and 25
Principal Risks: pages 72 to 78
Audit and Risk Committee Report:
pages 110 to 116

The Directors’ Report is approved by the Board and signed on its behalf by

SARAH HARVEY
Company Secretary
10 June 2024

www.oxinst.com

145 Directors’ report
148 Directors’ responsibilities

Anti-bribery and corruption
Anti-bribery and Anti-corruption Policy

144 Shareholder informationwww.oxinst.com/investors-content/compliance/group-taxstrategy

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Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Financial Statements

Governance

CHAIR’S OVERVIEW
Governance highlights•••

Richard Tyson joined the Board
as Chief Executive Officer on
1 October 2023, following arobust appointment process.
Hannah Nichols joined theBoard as a Non-Executive
Director, effective 1 January2024, and will take up the roleof Chair of the Audit and Risk
Committee with effect fromthe conclusion of the AGM
on 25 July 2024.
Redeveloped the company’s
strategy and purpose, with astrong recognition that these
are crucial underpins which
will guide the organisation as
it strives to fulfil our ambitions
and to achieve even more forall of our stakeholders.

•Received strong shareholder
support for our new Directors’
Remuneration Policy at our
AGM on 19 September 2023.

•

Gained meaningful insights
through our programme of
employee engagement activity.

Dear Shareholder,
On behalf of the Board, I am pleased
to introduce the Governance Reportfor the year ended 31 March 2024.
This report describes our governancestructures and procedures,summarises the work of our Boardand its Committees during the year
and illustrates how our responsibilities
have been discharged. We recognisethat the Board’s fundamentalrole is to promote the long-termsustainable success of the company
and the Group, generating value forshareholders and contributing to wider
society. To achieve this, we strive toensure that we implement and follow
good governance practices.

••

Board composition andsuccession planning
It is imperative that our Board’s
composition encompasses thenecessary skills, knowledge andexperience to provide effective
leadership, and our Nomination
Committee actively keeps undercontinuous review the constitution of
the Board and its Committees. There
have been a number of changes tothe Board during the year and up to
the date of signing the Annual Report,
as follows:•

As noted in the Report and Financial
Statements 2023, after having
served on the Board for almost nine
years, Professor Sir Richard Friend
stepped down as a Non-Executive
Director of the company with effectfrom 28 July 2023.

•

www.oxinst.com

On 1 October 2023, Ian Barkshire
retired as Chief Executive Officer
and was succeeded in this roleby Richard Tyson. As noted in theReport and Financial Statements
2023, the Board is thankful for thetremendous contribution Ian has
made and he can look back on hislong career with Oxford Instrumentswith immense pride. Richard has
joined us from global electronics
company TT Electronics plc, where
he was Chief Executive Officer,
and we have been delighted withthe actions he has taken so far, as
he leads us into the next phase of
our growth.
Anticipating the departure of
Mary Waldner as Director in linewith best practice in relation to
her tenure and independence,as she will have served on the
Board for nine years by February
2025, we acted to ensure smooth
succession for the role of Audit andRisk Committee Chair, which Mary
currently fulfils. We also remained
mindful of the Board’s diversity
policy. As a result, we were pleased
to appoint Hannah Nichols as a
Non-Executive Director with effectfrom 1 January 2024. Hannah’s
strong financial expertise, extensive
international experience and trackrecord of driving transformationalchange, both within and beyond thefinance function, will complement
the current range of expertise andexperience on our Board and meanthat she is well equipped to takeup the role of Chair of the Audit andRisk Committee. She will do so witheffect from the conclusion of theAGM to be held on 25 July 2024.
Reshma Ramachandran will standdown as a Non-Executive Director
with effect from the conclusion of
the AGM, due to her appointment
in a new executive role externally,
which will restrict the available
time which she can commit to herrole with the company. The Board
sincerely thanks Reshma for thevaluable contributions she has
made during her time as a Director.

•

Mary Waldner will stand down as a
Non-Executive Director in February
2025 in line with best practice, as
set out above. She will step downfrom the role of Chair of the Audit
and Risk Committee with effect fromthe conclusion of the AGM, with
Hannah Nichols taking up this role,
as noted above.

Further information regarding the workof the Nomination Committee can befound on pages 106 to 109.

Strategy and purpose
One of the most important areas offocus for the Board during the year
was the redevelopment of our strategy
and purpose. As noted earlier in the
Annual Report, these are consideredcrucial underpins which will guideus as we strive to fulfil our ambitions
and to achieve even more for all of
our stakeholders. The Group’s new
strategy is founded on developing
focused, customer-first ways ofworking, simplifying our organisationand processes, and making a stepchange in operational performance,
while protecting our investments
in products and technology – thefoundation of our existing success.
At the core of our strategy andfuture plans, is our newly articulated
purpose, which is to accelerate thebreakthroughs that create a brighter
future for our world, as our technology
and scientific expertise enables ourcustomers to discover and bring tomarket exciting new advances thatdrive human progress.
For more information, see Our Purposeled Approach on pages 6 to 7, Our
Strategy on pages 22 to 23 and thecase study: 'Guiding our ambitions: Our
new strategy and purpose' on page 95.

New Directors’
Remuneration Policy
We were delighted to receive strong
shareholder support for our new
Directors’ Remuneration Policy at
our AGM on 19 September 2023,
with a supporting vote of 98.04%.
When developing the new policy, ourRemuneration Committee engaged
with our major shareholders and otherkey stakeholders and also considered,amongst other things, the overall
competitiveness of the package andthe mix of performance measures used,
including the use of sustainabilityrelated metrics and targets. During theyear, the Committee shifted its focus toensuring the appropriate operation of
the policy, with particular consideration
given to the remuneration policies for
our wider workforce.
For information regarding theimplementation of the Directors’
Remuneration Policy and the workof the Remuneration Committee, seepages 120 to 143.

Employee engagement
The Board was again pleased toparticipate in its formal programmeof employee engagement activity
this year. We strongly believe that thisstrengthens the Board’s understandingof employees’ perspectives and helps
to ensure that they are considered aspart of our decision-making processes.
The Board plays a role in shaping the
programme each year and we aim tomeet with employees across a broad
range of roles, sites and stages intheir career. This year our programme
included, amongst other things, a fullBoard site visit to our new compound
semiconductor site at Severn
Beach and a dedicated session on
remuneration hosted by Alison Woodin her capacity as Chair of the Board’s
Remuneration Committee. After eachof these events the Board discusses,
as a specific agenda item at the next
Board meeting, the insights gained anddetermines any appropriate actions.
We look forward to participating in our
programme of engagement activity for2024/25.

To find out more about our approach to
stakeholder engagement, please see
the ‘Engaging with our stakeholders’section on pages 20 to 21 and the‘How we engage with our stakeholders’section on pages 90 to 95.

Annual General Meeting
The 2024 Annual General Meeting(AGM) of Oxford Instruments plc will
be held at Ashurst LLP, London Fruit& Wool Exchange, 1 Duval Square,
London, E1 6PW at 11.00am on
Thursday 25 July 2024.
Further details, including theresolutions to be proposed to ourshareholders, can be found in the
Notice of Meeting which has been
sent to our shareholders and whichis also available on our website at:www.oxinst.com/investors-content/
annual-general-meeting. The resultof the votes on the resolutions put
forward at the AGM will be publicly
announced to the stock exchange andpublished on our website as soon as
possible following the conclusion of
the meeting.
As usual, I will be available at the AGM
and will be very happy to take any
questions you may have regarding theoperation of the Board during the year.

NEIL CARSON
Chair
10 June 2024

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Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Financial Statements

Governance

BOARD OF DIRECTORS

Neil Carson

Richard Tyson

Gavin Hill

Alison Wood

Mary Waldner

Sir Nigel Sheinwald

Chair

Chief Executive Officer

Chief Financial Officer

Senior Independent Director

Non-Executive Director

Non-Executive Director

Appointed to the Board:
1 December 2018

Appointed to the Board:
1 October 2023

Appointed to the Board:
9 May 2016

Appointed to the Board:
8 September 2020

Appointed to the Board:
4 February 2016

Appointed to the Board:
22 September 2021

Non-Executive

Executive

Executive

Non-Executive

Non-Executive

Non-Executive

Independent: No1

Independent: No

Independent: No

Independent: Yes

Independent: Yes

Independent: Yes

Richard has a track record of businessleadership in the advanced technology
sector spanning more than 30 years.
In his previous role as Chief Executive
Officer at TT Electronics plc from 2014
to 2023, Richard transformed, reshaped
and refocused the business, delivering
product innovation, building the grouporganically and through acquisition,and delivering strong growth in revenue,
profits and margin. Richard previously
held senior roles at defence group
Cobham plc, where he was a memberof the executive committee and led theaerospace and security division, and at
Goodrich Aerospace. Richard is a fellowof the Royal Aeronautical Society and a
Governor of St Swithun’s Independent
School for Girls in Hampshire. Richard
is a graduate of the Executive Senior
Leadership programme at Henley
Business School, and holds a diploma
from the Chartered Institute of Marketing
and a BSc in Management Sciences fromThe University of Manchester.

Gavin holds a BA in Economics andAgricultural Economics from the
University of Exeter. He is a Chartered
Accountant and an Associate Member ofthe Association of Corporate Treasurers.

Alison holds a BA in Engineering,
Economics and Management fromthe University of Oxford and an MBAfrom Harvard Business School. Her
background is in leading businessdevelopment, M&A and strategicplanning across blue-chip UK
companies, particularly in the defence
sector. She was formerly the Global
Director for Corporate Development &Strategy at National Grid plc and before
that, Group Strategic Development
Director for BAE Systems plc. She isa highly experienced Non-Executive
Director and committee chair, with her
experience being particularly well suited
to her role as Chair of Oxford Instruments’
Remuneration Committee.

Mary is the Chief Financial Officer of
Lloyd’s Register, the global professional
services company specialising inengineering and technology for the
maritime industry. She holds an MA in
physics from the University of Oxford andis a Fellow of the Chartered Institute ofManagement Accountants. She has abroad range of experience in a variety
of sectors and an excellent track recordof delivery throughout a number ofsenior financial roles with major public
limited companies, which particularly
benefits her role as Chair of the Audit andRisk Committee.

Sir Nigel previously served as a British
diplomat and has deep knowledge ofinternational politics, strategy, regulationand communication. He holds an MAfrom Balliol College, University of Oxford,
where he is now an Honorary Fellow.
He joined the Diplomatic Service in1976 and served in Brussels, Moscow,
Washington and in a wide range ofpolicy roles in London. He served as
British Ambassador to the UnitedStates (2007–12) and European Union(2000–03) and as Foreign Policy and
Defence Adviser to the Prime Minister(2003–07). Since leaving the Diplomatic
Service in 2012 he has served on a wide
range of corporate and not-for-profit
boards. The extensive range of skills andexperience that he brings, along withhis commitment to Oxford Instruments’sustainability agenda, is a good fit
with the Group’s requirements andparticularly benefit his role as Chair of
the Sustainability Committee.

Senior Independent Directorof Videndum plc.

Non-Executive Director and Chair of the
Audit Committee of BMT Group Limited.

Skills and experience:
Neil is a former FTSE 100 chief executive.
After completing an engineering
degree, Neil joined Johnson Matthey
in 1980 where he held several senior
management positions in the UK and
the USA, before holding the role of Chief
Executive Officer from 2004 to 2014.
He has a broad industrial outlook anda highly commercial approach witha practical perspective on business.
He provides valuable insight basedon his former executive position andoperational experience and bringsa track record of strong operational
exposure, familiarity with capitalintensive business and a first-classinternational perspective on driving
value in complex environments and thisexperience makes him particularly well
suited to serving as Chair of the Board.
Neil was awarded an OBE for services tothe chemical industry in 2016.
Neil’s previous non-executive roles
include serving as Chairman of TT
Electronics plc, Deputy Chairman of
TI Fluid Systems plc and as a NonExecutive Director of Paypoint plc andAmec Foster Wheeler plc.

External appointments:
Non-Executive Director, memberof the Sustainability Committee
and Chair of the Remuneration
Committee of Shell plc.

Gavin served as Group Finance Directorof Synergy Health plc from April 2010
until its successful combination withSTERIS Corporation on 3 November
2015. He previously served as Corporate
Finance Director of Serco Group plc andhas also worked in a variety of regional,
corporate and treasury roles with
Syngenta AG and AstraZeneca plc.

Alison’s previous roles include serving
as Senior Independent Director andRemuneration Committee Chair of
Costain Group PLC and the British
Standards Institute, a Non-Executive
Director and Remuneration Committee
Chair of Cobham plc and Capricorn
Energy PLC (formerly Cairn Energy PLC),
Senior Independent Director of e2v plc
and a Non‑Executive Director of both
BTG plc and THUS plc.

Non-Executive Director and Chairof Galliford Try Holdings plc.
Non-Executive Director and Chairof the Remuneration Committeeof TT Electronics plc.

Director of The Goldsmiths’
Company Charity.

Mary was previously the Group FinanceDirector of Ultra Electronics Holdings plc,
the Director, Group Finance at QinetiQ
Group plc and Group Financial Controllerof 3i Group plc. Prior to this, Mary held anumber of senior roles at British Airways,
General Motors and Vauxhall Motors.

Sir Nigel was previously a NonExecutive Director and Chair of the
Safety, Environment and Sustainability
Committee at Royal Dutch Shell plc (nowShell plc).

Chief Financial Officer of Lloyd’s Register.

Non-Executive Director of Invesco Ltd.

Non-Executive Director and Chair of the
Audit Committee of Senior plc.

Senior Adviser to the Universal
Music Group.
Chair of the Royal Institute ofInternational Affairs (Chatham House).
Visiting Professor at King’s College,
London.

Committee membership:
NRS

None

None

ANRS

ANRS

ANRS

Committee Membership
A
R
1.

Neil was independent upon appointment to the Board, in line with provision 10 of the UK Corporate Governance Code 2018.

www.oxinst.com

Audit and Risk Committee Member
Remuneration Committee Member

N
S

Nomination Committee Member
Sustainability Committee Member

C

Chair of Committee

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Oxford Instruments plc
Annual Report 2024

Overview

BOARD OF DIRECTORS continued

Strategic Report

BOARD LEADERSHIP AND COMPANY PURPOSE
Effective Board

Reshma Ramachandran

Hannah Nichols

Sarah Harvey

Non-Executive Director

Non-Executive Director

Company Secretary

Appointed to the Board:
1 September 2022

Appointed to the Board:
1 January 2024

Non-Executive

Non-Executive

Independent: Yes

Independent: Yes

Skills and experience:
Reshma is currently the Chief
Transformation Officer and a member ofthe Executive Board at APCOA Parking
AG. Prior to that she worked as the
Senior Vice President & Group Head ofTransformation at Adecco Group AG. She
has also previously held senior roles at
ABB Ltd, Alstom Power (a General Electriccompany) and Accenture Management
Consulting. She holds a bachelor's andmaster’s degree in Technology and isan alumnus of the Indian Institute ofTechnology Madras, India. Additionally
she holds a master's degree in businessadministration from the S.P. Jain Instituteof Management & Research, India.
Reshma has over 20 years of experience.
She is an engineer by background andhas led large-scale, multi-cultural teams
and budgets as well as developing
internal collaboration and customer focus.
External appointments:
Chief Transformation Officer andmember of the Executive Board of
APCOA Parking AG.

Hannah is currently Chief Financial
Officer of Hill & Smith PLC, a leading
provider of sustainable infrastructure
products and services and a constituentof the FTSE 250 index on the London
Stock Exchange, a role she has held
since September 2019. She holds a
Classics degree from the University ofCambridge and is a qualified charteredaccountant. Hannah is an experienced
financial professional; prior to her current
executive role she had a successful
14-year career at BT Group plc, latterly
serving as Chief Financial Officer, Asia,
Middle East and Africa for BT Global
Services, based in Singapore. She has
also held a number of commercial
roles at Cable & Wireless plc andqualified as a chartered accountant
at Arthur Andersen.

Sarah became the Company Secretaryin August 2021. She is an Associate of
the Chartered Governance Institute.
Before joining Oxford Instruments,
Sarah held company secretarial rolesat intu properties plc, HSBC Holdings
plc, BP plc and PwC Legal LLP.

Changes to the Board and its
Committees
During the financial year and up to
the date of signing of the Annual
Report, the composition of theBoard changed as follows:• ichard Friend stepped downR
as Non-Executive Director on
28 July 2023.

•

Ian Barkshire stepped down as
CEO and Executive Director on
1 October 2023.

•

 ichard Tyson was appointedR
as CEO and Executive Director
on 1 October 2023.

•

 annah Nichols was appointedH
as a Non-Executive Director on
1 January 2024.

Chief Financial Officer of Hill & Smith PLC.

Non-Executive Director of ISS A/S.
Senior advisor at Boston Consulting
Group LLC.

Upcoming changes to the Board
are as follows:

Committee membership:
ANRS

ANRS

•

•

•

www.oxinst.com

Financial Statements

Governance eshma Ramachandran willR
step down as a Non-Executive
Director on 25 July 2024.
Mary Waldner will step downfrom the role of Chair of the
Audit and Risk Committee witheffect from 25 July 2024 and will
step down from the Board on
4 February 2025.
 annah Nichols will take up
H
the role of Chair of the Audit
and Risk Committee witheffect from 25 July 2024.

The primary function of the Board isto promote the long-term sustainablesuccess of the Group, to generate
and preserve value and to contributeto wider society. Our Board equips
itself to achieve this by utilising good
governance practices and it comprises
Directors who possess the necessary
skills, knowledge and experience toprovide effective leadership.
The Board’s approach to governance is
explained throughout this Governance
Report, on pages 84 to 143, and each
Director’s biographical information isset out in the Board biographies on
pages 86 to 88.

Purpose, strategy
and stakeholders
Our core purpose is to accelerate thebreakthroughs that create a brighter
future for our world. Our technology
and expertise enable our customers
to discover and bring to market
exciting new advances that drive
human progress.
The Board is responsible forestablishing our purpose. It is also
responsible for setting the strategy
which will deliver in line with the
purpose, and which is underpinnedby our values, culture and how we dobusiness. Read more about the Board’s
work on redefining the company’s
purpose and resetting its strategy on
page 95.

For more information on our purpose,see pages 6 and 7 and for more
information on our strategy, seepages 22 and 23.
To ensure that it fulfils its obligations
to its shareholders and wider
stakeholders, the Board actively
engages with these groups in orderto understand their needs and how
delivery of our strategy impacts anddelivers value for them.
For more information on our approachto shareholder and stakeholder
engagement, see pages 20 to 21
and 90 to 95.

CORPORATE GOVERNANCE STATEMENT
for the year ended 31 March 2024
This Corporate Governance Statement,along with the Governance Report asa whole, details how the Group has
applied the principles and compliedwith the relevant provisions of the
UK Corporate Governance Code2018 (the 'Code') and other relevant
requirements to which it is subject,such as the Financial Conduct
Authority’s Listing Rules and Disclosure
Guidance and Transparency Rules,
during the financial year ended
31 March 2024.
This Corporate Governance Statement,
as required by the Disclosure Guidance
and Transparency Rules, forms partof the Directors’ Report and has been
prepared in line with the Code, which
can be found on the website of the
Financial Reporting Council at
www.frc.org.uk. The structure of theGovernance Report largely aligns withthe structure of the Code in order tomost effectively demonstrate how its
principles have been applied.
During the financial year ended 31
March 2024, the Board considers thatit has complied with the provisions of
the Code.

Whilst the specific disclosuresrequired by Disclosure Guidance andTransparency Rule 7.2 are covered in
more depth throughout the Annual
Report, by way of reference, they canbe found as follows:•

A description of the main featuresof our internal control and risk
management systems in relation to
the financial reporting process canbe found on pages 70 to 72.

•

Share capital information can befound in the Directors’ Report on
page 145.

•

Details of the composition of theBoard and its Committees can befound on pages 86 to 88.

•

Our Board diversity policy is
described on page 108.

The Board notes the publication of
the revised UK Corporate Governance
Code in January 2024 and its work in
the year ahead will include planningto adopt the necessary changes it
considers appropriate in order tocomply with the revised Code.

Board approval of the
Corporate GovernanceStatementThis separate Corporate GovernanceStatement is approved by the Boardand signed on behalf of the Board by
its Chair and Company Secretary.

NEIL CARSON
Chair

SARAH HARVEY
Company Secretary
10 June 2024

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Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Governance

Financial Statements

HOW WE ENGAGE WITH OUR STAKEHOLDERS

The Board remains committed todeveloping its understanding of
the views of its key stakeholders
Stakeholder andwhy we value them

Customers

What matters to them•

We put our customers’ needs atthe centre of our conversations
and decision making.
Customer intimacy is key not
only to helping us identify
additional opportunities todeliver increased value to ourcustomers, but to the longterm growth of our business.

Employees
Our employees are thefoundation of our businesssuccess, and we have a
responsibility to support
their health, wellbeing anddevelopment.
A highly capable, diverse
workforce also enables us
to better understand ourcustomers and markets.
Building an organisation witha broad range of perspectives
and experiences increases ourability to innovate, to makethe right decisions and tomeet or exceed our customers’
expectations.

www.oxinst.com

Excellent customer
support andengagement
throughout thebuying cycle.

•

High-quality products
and technical expertise.

•

Products which deliver
value and help to meettheir objectives.

•

•

•

Remote access andcontinuity of supply
during disruption.

•

Development
and progression
opportunities.

•

Health, safety
and wellbeing.

•

Equity, diversity
and inclusion.

•

Understanding how
they contribute to ourstrategy and success.

•How we engage

Clarity of expectation
on how recognition
and remuneration
structures align withaccountabilities.

•

•

•

The Executive Directors and senior management
frequently host direct meetings with key customers
from around the world, both virtually and in person
at our sites. These meetings provide meaningful
opportunities to understand first hand, at a seniorlevel of the organisation, how we can enhance ouroffering to customers by shaping our understandingof their current and future needs.
The Board considers feedback from thesemeetings, together with, for example, outputs
from our heightened customer intimacy such as
customer trends.

The Board was delighted to again participate ina formal programme of employee engagement
activity this year, which included sessions focused on
executive remuneration, the ways of working which
will enable our colleagues to deliver our strategy,
and a full-Board site visit to our new compound
semiconductor site at Severn Beach.
We maintain an engaging and structured approachto connecting with our employees, with regularsessions for all employees held at business unit
and regional level, together with a lively and active
intranet and Group-wide email communications
on key strategic initiatives. An annual engagement
survey tracks employee sentiment.
We continue to promote our ‘Push for Zero’ healthand safety programme and Shield reporting system.

Our approach to engagement
On pages 20 and 21 we have described our key stakeholder groups, the value of each group to the company, the issues
which matter most to them and how we engage with them, focusing on our activity over the past year. The Board iscommitted to developing its understanding of the views of its key stakeholders. As noted earlier in this Annual Report, in someinstances the Board engages directly with stakeholders, but there is also significant engagement by senior management
and throughout the company. The Board receives reports and updates on such engagement, and the views and feedback
gathered from stakeholders are used to inform discussion and decision making.
For a snapshot of our key stakeholders see / pages 20 and 21

Outcomes of our engagement•

Our technology and scientific expertise enable our customers to discover and bringto market exciting new advances that drive human progress.

•

Continuing to invest in R&D allows us to deliver cutting-edge products and services.
Insights gained from customer intimacy are instrumental in helping to determine
where investment should be made.

•Through deep knowledge of our target market segments and the challenges facedby customers, we have changed the way we communicate with prospective andexisting customers, more clearly identifying the value our products can add.

•

Our portfolio focuses on areas where our key enabling technologies are driving
long-term success. This allows us to help customers to make ground-breaking
discoveries, accelerate their applied R&D and increase productivity in hightech manufacturing.

•

Insights from customers help us to align our innovation and product development
initiatives to their strategic roadmaps, so we can create differentiated products
and solutions which provide significant value.

•

We have continued to refine our service offering with digital connectivity helping
to maintain productivity through remote access and service.

•

The Board discusses the insights and actions from all of its employee engagement
activity. This continues to foster meaningful consideration of employees as key
stakeholders. The Board will be participating in an extensive programme ofengagement activity during 2024/25.

•

The Remuneration Committee reviewed the wider workforce remuneration
landscape and related policies, and considered these when setting Executive
Director and Management Board remuneration.

•

We have continued to promote observation reporting, aiming to ensure that
remedial actions can be taken to prevent accidents from happening.

•

The Sustainability Committee considered our maturing approach and internal
targets and measures relating to equality, diversity and inclusion.

Board decisions wherestakeholders were considered
Continued investment in highquality products and technicalexpertise is key to the longterm growth of the businessand is in firm alignment with thecompany’s strategy, which theBoard sets and supports.
See our strategy /pages 22 and 23

Decisions relating to our social
sustainability agenda, fromhealth, safety and wellbeing toinvestment in our people.
See the Sustainability Report /pages 34 to 57 and theSustainability Committee
Report / pages 117 to 119

Setting Executive Director
and Management Board
remuneration.
See the Directors’
Remuneration Report /pages 120 to 143

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Financial Statements

HOW WE ENGAGE WITH OUR STAKEHOLDERS continued
Stakeholder andwhy we value themShareholders
Generating value forshareholders is part of theBoard’s fundamental role,
alongside promoting the longterm sustainable success ofthe company and the Groupand contributing to society.

What matters to them•

Current and futurefinancial performance.

•

Communication andengagement.

•

We actively engage with shareholders throughout
the year to ensure they understand the performanceof the business.

•

Our ongoing programme of dialogue includes
numerous shareholder meetings and roadshows,which are facilitated alongside the publicationof the Annual Report and full-year and half-year
results announcements.

•

Suppliers•

Long-term partnerships.

Our supply chain plays a vitalrole in supporting sustainablegrowth and efficiency acrossthe business.

•

Visibility of the wider
supply chain, so thatthey can best forecast
future requirements.

•

Local communities•

The environment.

Striving to meet our purposein alignment with our values
enables us to support thedevelopment of stronger
communities and have apositive environmental andsocial impact.

•

Local small businesses.

•

Schools and colleges
within their region.

•

Our externally appointed IR specialist increases the
bandwidth available to meet and inform a broader
range of new shareholders.

•

It is crucial to provide our suppliers with accurate
forward visibility in order to align our customers’
requirements with our total supply capabilities. We
share the output from our sales and operations
planning process with them, and we have dedicatedCategory Managers to help reduce risk andimprove efficiency. We must ensure our extended
supply chain adheres to our strict environmental
compliance, whilst challenging them to provide
improvements to quality. Our key suppliers areencouraged to become part of our new productintroduction process, allowing them to add value
to our process.

Charitable donations.

•

The appearance andtangible impact of oursites and operations.

••Board decisions wherestakeholders were considered

The Board as a whole receives updates regarding the nature and outcome of
meetings and engagement by certain Directors with the company’s shareholders.
This feedback helps the Board to shape the strategy which enables the company todeliver shareholder returns through profitable, sustainable growth with strong cash
conversion and efficient use of capital.

Developing and delivering
against our strategy

Our Remuneration Committee engaged with and considered the feedback ofour major shareholders and other key stakeholders when developing the new
Directors’ Remuneration Policy. Their feedback proved particularly insightful in
helping to shape the sustainability-related performance metrics for Executive
Director remuneration.

Implementation of the Directors’
Remuneration Policy.

See our strategy /pages 22 and 23

See the Directors’
Remuneration Report /pages 120 to 143

Consideration and decisions
relating to our wider
sustainability agenda, fromdiversity and inclusion to setting
net zero targets.
See the Sustainability Report /pages 34 to 57 and theSustainability Committee
Report / pages 117 to 119••

As part of our operational excellence programme, we have continued to work tostrengthen our supply chain through executing a procurement strategy focusedon leveraging our scale and building long-term strategic relationships with fewer
suppliers. We have also appointed a Chief Transformation Officer whose remit
includes supply chain best practice.
We have continued to develop our supplier due diligence and audit procedures. We
have a zero-tolerance approach to all forms of modern slavery, including servitude,
forced, bonded and compulsory labour and human trafficking, and we expect our
suppliers to adopt the same approach.

Developing and delivering
against our operational
excellence programme.
Decisions relating to theenvironmental and governancestrands of our sustainability
agenda, from supply-chain
responsible sourcing to humanrights and modern slavery.
See the Sustainability Report /pages 34 to 57 and theSustainability Committee
report / pages 117 to 119•

The Board remained mindful of potential supply
chain challenges and where appropriate, will bebriefed as regards any necessary work to mitigate
the impacts of these challenges.

•

We actively engage in locally focused activities thatmake our communities and environments a better
place to live and work.

•

We operate ‘Go Green’ committees at many of our sites to deliver a local
environment agenda and promote positive behaviours amongst peers. They arefocused on finding innovative ways to improve our environmental impact.

•

We are committed to empowering students withan understanding of the working world and therange of career opportunities that choosing STEM
subjects could open up, so we facilitate school
visits, work experience programmes and industrial
postdoctoral placements.

•

Many of our people are keen to share their expertise and to make a difference to thepeople and organisations that are close by, and we encourage them to get involved
through volunteering schemes. We operate a ‘Volunteer time-off’ programme for
eligible employees which offers many benefits, including increasing the positive
impact we have in our communities, boosting employee morale and enhancing
team bonding.

•We aim to support the small, independent
businesses near our sites.

•

We have facilitated collections of contributions to local food banks and fundraising
activity for local charities and causes.

•

We help our employees to support their local
communities through charitable donations.

•

We are committed to minimising emissions.

•

We aim to be considerate neighbours in all aspectsof how we operate, but in particular, we recognise
the importance of the appearance and tangible
impact of our sites and operations.

Volunteering
opportunities.

•

Outcomes of our engagement

During the year, the Chair, Senior Independent
Director, Remuneration Committee Chair andExecutive Directors all directly engaged with arange of shareholders, including both virtual andin-person meetings at our sites. Key topics included
the company’s financial results, strategy and the new
Directors’ Remuneration Policy which was approvedby shareholders at the 2023 AGM.

•

Strong relationships
built on trust andrespect.

Engaging with our supply
chain is also crucial in thedevelopment and delivery of
our net zero commitment.

www.oxinst.com•

Sustainability.

Our goal is to deliver
shareholder returns throughprofitable, sustainable growthwith strong cash conversion
and efficient use of capital.

It is imperative that we attainthe highest quality products
and service for our customers,
whilst also striving to enhancethe efficiency of the businessand to reduce risk.

How we engage

Decisions relating to
our wider sustainability
agenda, from community
impact to supporting nextgeneration talent.
See the Sustainability Report /pages 34 to 57 and theSustainability Committee
Report / pages 117 to 119

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Governance

HOW WE ENGAGE WITH OUR STAKEHOLDERS continued
Stakeholder andwhy we value themSocietyThrough our statedpurpose – to accelerate thebreakthroughs that create abrighter future for our world –we are committed to making
a positive impact on theworld through our solutions
and services.
Our purpose underpins ourwholehearted commitment
to playing our part increating a sustainable future
throughout our operations,and by behaving as a
responsible business.

What matters to them

How we engage•

Protecting andenhancing theenvironment.

•

Our technology and scientific expertise enable ourcustomers to discover and bring to market exciting
new advances that drive human progress.

•

Addressing the impacts,
risks and opportunities
arising from climatechange.

•We use our market intimacy to develop new products
and services in pursuit of our purpose.

•

We engage directly with universities, governments
and leading companies to explore and develop new
ideas, and to support productivity.

•

Our Sustainability Committee elevates oversight of
the Group’s sustainability agenda to Board level,with a specific focus on considering our approach toclimate change, amongst other things.

•

The development of
new and affordable
vaccines andtreatments for diseases.

•

Fostering a moreconnected world.

•

Enabling advances intechnology.

Board decisions wherestakeholders were considered

Outcomes of our engagement•

Our sites and grounds are well maintained and sensitive to the local environment
and wildlife.

•

We continue to develop new products and services, as set out in the operational
review on pages 26 to 33.

•

Our Sustainability Committee has continued to keep under review the progress
being made across its wider remit, including our work towards achieving ourultimate net zero target of 2045 and interim targets to 2030 in respect of both our
Scope 1 and 2 emissions.

See our Sustainability Report /pages 34 to 57
Information on the work of the
Sustainability Committee canbe found on / pages 117 to 119

PRINCIPAL DECISION CASE STUDY

Guiding our ambitions: our new strategy and purpose
A key area of focus during the year was theredevelopment of our strategy and purpose. These are
crucial underpins which will guide us as we strive tofulfil our ambitions and to achieve even more for all of
our stakeholders, especially our customers, employees
and shareholders. The process was consultative andcollaborative from the outset and throughout, withthe executive team and Board taking a range of views
from different stakeholders on the status quo and thebusiness’s strengths and challenges, before developing
the Group’s future strategy. The Management Board
participated in a series of full-day workshop sessions,and focus groups were held with a wide cross-sectionof employees representing different businesses, regions
and functions. Interviews with external stakeholders
including customers, brokers and corporate advisers
also played a key role in shaping the strategy.
At the core of our strategy and future plans, is our
newly articulated purpose, which is to accelerate
the breakthroughs that create a brighter future forour world, as our technology and scientific expertise
enables our customers to discover and bring to market
exciting new advances that drive human progress.

www.oxinst.com

This reflects in particular how our scientific andtechnical expertise is the beating heart of ourorganisation. In redefining our purpose and as aparticular consideration in our decision making, wehave sought to ensure that we have not lost sight ofthe science, technology and innovation which has
been at the core of the company and its successsince its inception, whilst now reflecting that we are
the enabler which can help to accelerate and unlock
progress across critical areas spanning healthcare,sustainability and global connectivity.
The Group’s new strategy (see pages 10 to 15 and 22
to 23) is founded on developing focused, customerfirst ways of working, simplifying our organisation andprocesses, and making a step change in operational
performance, while protecting our investments
in products and technology – the foundation of
our existing success. It sets out a pathway which
will enable us to achieve greater value for all our
stakeholders, improving our delivery to customers,delivering higher returns to shareholders, and providing
career development opportunities for our employees.

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SECTION 172(1) STATEMENTDIVISION OF RESPONSIBILITIES

During the year to 31 March 2024, the Board of Directors has acted to promote the long-term
success of the company for the benefit of its shareholders, whilst having due regard to thematters set out in Section 172(1)(a) to (f) of the Companies Act 2006, being:

Our governance structurea. The likely consequences of any decision in the long term.

Financial Statements

GovernanceThe below structure summarises our approach to governance throughout the organisation. The Board is ultimately
responsible for having oversight of and providing leadership to the Group. Our governance structure demonstrates how
the Board is supported in carrying out its responsibilities. It is particularly supported by its Committees, the Management
Board and the work of various internal forums led by senior management.

b. The interests of the company’s employees.
c.

The need to foster the company’s business relationships with suppliers, customers and others.

Board of Directors

d. The impact of the company’s operations on the community and the environment.
e. The desirability of the company maintaining a reputation for high standards of business conduct.
f.

Audit and Risk
Committee

The need to act fairly between members of the company.

Nomination
Committee

Further information which demonstrates how the Board has had regard to these matters can be found in the preceding‘How we engage with our stakeholders’ section on pages 90 to 95.

Remuneration
Committee

Sustainability
Committee

Management Board

Senior management: Internal forums

Additional information demonstrating how the Board has had regard to the factors set out in
Section 172(1) of the Companies Act 2006
Matters per Section 172(1)(a) to (f)of the Companies Act 2006

Key example(s)Page number

Our purpose-led approach

6 and 7

Our strategy

22 and 23

Risk management

70 to 78

Employee engagement

90 and 91

Our purpose-led approach

6 and 7

Sustainability

34 to 57

Engagement with suppliers

92 and 93

Board of Directors•

Consequences of any decisionin the long term

Interests of employees

Fostering business relationships
with suppliers, customers and others

Impact of operations on the community
and the environment

Maintaining a reputation for highstandards of business conduct

Acting fairly between members

www.oxinst.com

Engagement with customers

90 and 91

Supply chain practices

56

Sustainability

34 to 57

Our purpose-led approach

6 and 7

Our purpose-led approach

6 and 7

Compliance

56 and 57

Anti-bribery and anti-corruption

56

Human rights and modern slavery

57

Privacy and data protection

57

Data security

57

Whistleblowing

114 and 115

Export Control Policy

56

Shareholder engagement

92 and 93

Shareholder information

144

The role of the Board is to promote
the long-term sustainable successof the company, generating value
for shareholders and contributing towider society.

•Responsibilities of the Board are
documented within its schedule ofreserved matters which form part ofits governance reference materials;
these are reviewed and amended
by the Board periodically.

•

Delegates certain matters to
its Committees and the dayto-day running of the businessto the Executive Directors andManagement Board.

•

Collectively responsible forengagement with the workforce.

Board Committees••

These comprise Non-Executive
Directors and meet theindependence requirements
set out in the UK Corporate
Governance Code 2018.
Four dedicated Committees:
Audit and Risk, Nomination,
Remuneration, and Sustainability.

•

A summary of the key
responsibilities of each Committee
is set out in their respective reports
included within this Annual Report.

•

Responsible for a range of mattersspecifically delegated by the Board,as set out in their respective termsof reference, which are reviewed on
an annual basis and can be foundon our website at: www.oxinst.com/
investors-content/advisers-andcompany-secretary.

Responsibilities of the Chair,Chief Executive Officer andSenior Independent Director
The responsibilities of the Chair,Chief Executive Officer and Senior
Independent Director are documented
within the Board’s governancereference materials which are reviewed
and amended by the Board on aperiodic basis. A high-level summary ofthese responsibilities is set out below.

Chair

Management Board•

Leads the Board.

•

Responsible for the day-to-day
running of the business of theGroup, where delegated by the
Chief Executive Officer.

•

Promotes high standards ofgovernance and ensures the Boardis effective in directing the company.

••

Focuses on Group-wide
performance, strategy
and risk management.

Ensures that the Board has effective
decision-making processes andapplies appropriate challenge tomajor proposals.

•

Meets at least monthly.

•

Sets the agenda of the Board.

•

Facilitates participation andengagement by all Directors
in meetings.

S enior management:Internal forums•

Report to the Management Board
either directly or indirectly.

•

Lead internally on delivering
the objectives delegatedby management as well asworkstreams which encompass
our sustainability strategy via the
Sustainability Leadership Forum.

Chief Executive Officer•

Day-to-day running of thebusiness of the Group.

•

Leads the Management Board.

•

Proposes and implements
the strategy.

Senior Independent Director•

Acts as a sounding board to the
Chair and supports delivery of
their objectives.

•

Leads the evaluation of the Chair
on behalf of the other Directors.

•

Available to the company’s
shareholders.

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Stakeholders considered key:

DIVISION OF RESPONSIBILITIES continued
Board and Committee meetings and attendance
The table below sets out the number of meetings attended by each Director during the year ended 31 March 2024, of thosewhich they were required and eligible to attend.
This includes all customary meetings as well as ad hoc meetings scheduled during the year. The Directors also held anumber of meetings without the Executive Directors present, both with and without the external auditor in attendance.
As noted in the Committee reports included within this Annual Report, Directors who are not members of the respective
Committees may be invited to join meetings as regular or ad hoc attendees.

1

Customers

3

Shareholders

5

Local communities

2

Employees

4

Suppliers

6

Society

Key areas of focus and discussion

Theme: Strategy, performance and operations
Annual dedicated strategy review session and across a range of meetings, particularly in the latter halfof the year, with a focus on the redevelopment of our strategy and purpose
Regularly reviewed business development activities and the acquisition proposal pipeline, including approvalof the acquisitions of First Light Imaging SAS, which was completed in January 2024 and FemtoTools AG, which
was agreed on 7 June 2024, subject to certain closing conditions which are expected to be satisfied within fourweeks of signing this Annual Report

1

2

4

Reviewed and approved individual capital expenditure projects, including that relating to the extension of
our production capacity in Belfast to meet growing Life Science demand

2

3

5

1

2

3

4

5

6

9/9

N/A

3/3

7/7

5/5

Richard Tyson

3/3

N/A

N/A

N/A

N/A

Gavin Hill

9/9

N/A

N/A

N/A

N/A

Alison Wood

8/9

7/8

3/3

6/7

5/5

Mary Waldner

9/9

8/8

3/3

7/7

5/5

Sir Nigel Sheinwald

9/9

8/8

3/3

7/7

5/5

Theme: Finance, reporting, risk management and controls

Reshma Ramachandran

8/9

7/8

2/3

6/7

4/5

Monitored progress against the 2023/24 financial plan and reviewed and approved the 2024/25
financial plan

2/2

2/2

2/2

1/1

1/1

3

Monitored performance and provided challenge relating to key areas within operations in the broadest sense,
including health and safety, operational excellence, human resources, innovation and business development.
Considered in particular the ongoing operational improvement-related work

Board

Hannah Nichols

6

6

Sustainability
Committee

2

3

5

2

Remuneration
Committee

121Nomination
Committee

Neil Carson

1
4

4

Audit and Risk
Committee

Director

Stakeholders
considered

Considered and approved the Annual Report, half-year results and trading updates, as well as the proposedinterim and final dividend payments

3

Increased the multi-currency facility available to the Group

3

Monitored the outputs from the formal process which identifies, evaluates and reports on risks andopportunities across the Group

1

2

3

4

5

6

Assessed current composition of the Board including tenure, skills, experience and diversity characteristics, inorder to inform the approach to future Board composition

2

3

6

Where they judge it to be necessary to discharge their responsibilities, Directors may obtain independent professional advice
at the company’s expense. All Directors also have access to the advice of the Company Secretary, who is responsible foradvising the Board on all governance matters.

Continued focus on organisational capability and succession planning within senior leadership teams andacross the organisation2

For information regarding the development activities undertaken by the Board during the year, see the Board professional
development section on page 102.

Completed the recruitment process for a new Non-Executive Director with the capability to take up the role of
Chair of the Audit and Risk Committee in due course, resulting in the appointment of Hannah Nichols, effective
1 January 2024

2

3

Stakeholder engagement

Concluded the succession process regarding our change of Chief Executive Officer, with Richard Tyson
succeeding Ian Barkshire as Chief Executive Officer with effect from 1 October 2023

2

3

2

3

1.

Appointed to the Board on 1 October 2023.

2. Appointed to the Board on 1 January 2024.

Directors’ continuous development and access to advice
The Chair is responsible for ensuring that all of the Directors are appropriately briefed on matters arising at Board meetings
and that they have full and timely access to accurate and relevant information. To enable the Board to discharge its duties,
all Directors receive sufficient information, including briefing papers distributed in advance of their meetings. The Committeesof the Board have access to sufficient resources to discharge their duties, including external advisers and access to internal
resources and personnel.

The Board is committed to developing its understanding of the views of its key stakeholders. As noted earlier in this Annual
Report, in some instances the Board engages directly with stakeholders, but there is also significant engagement by senior
management and throughout the company. The Board receives reports and updates on such engagement and the views
and feedback gathered from stakeholders are used to inform discussion and decision making. Please see pages 20 and 21
regarding 'Engaging with our stakeholders' and pages 90 to 95 regarding 'How we engage with our stakeholders' for more
information, including the Board’s Section 172(1) statement.

Board priorities during the year
The table below summarises some of the highlights from the Board’s key areas of focus and discussion during the financial
year. For more information regarding the key areas of focus for the Committees of the Board, please see their respective
reports within this Annual Report.

Theme: Leadership and people

Theme: Governance and responsible business
Presented the new Directors’ Remuneration Policy for approval at our AGM on 19 September 2023 andreceived strong shareholder endorsement with a supporting vote of 98.04%
Consideration of views of key stakeholders and impact of decisions on them, including reviews of shareholder
feedback as collated by external advisers

1

2

3

4

5

6

Full-Board site visit to our new compound semiconductor site at Severn Beach, including dedicated workforce
engagement activities, strategy deep-dive session and a full site tour

1

2

3

4

5

6

Reviewed and discussed the outcomes of the internal Board performance review and agreed an action plan for2024/25. Reviewed progress against the 2023/24 internal Board evaluation action plan

3

Regular meetings without the Executive Directors present

3

Regular meetings with BDO LLP, both with and without the Executive Directors present

3

Maintained oversight of our progress towards achieving our net zero targets
Monitored progress against the targets and measures which aim to advance the social and governancepillars of our sustainability strategy
Oversight of the Group’s sustainability-related narrative reporting and external disclosures, including our
Task Force on Climate-related Financial Disclosures Statement, the integrated Sustainability Report and ourstandalone Sustainability Reportwww.oxinst.com

1

2

3

4

5

6

1

2

3

4

5

6

3

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Governance

DIVISION OF RESPONSIBILITIES continued

COMPOSITION, SUCCESSION AND EVALUATION

Board independence

Appointments to the Board

At the conclusion of the financial year, the Board comprised eight Directors, including the Chair (who was considered
independent upon appointment to the Board), five Non-Executive Directors (all of whom were considered by the Board
to be independent upon annual assessment), and two Executive Directors (being the Chief Executive and Chief Financial
Officer). The Board is therefore compliant with the recommendation of the Code, that it should comprise at least 50%
independent Non-Executive Directors, excluding the Chair. The Committees of the Board also remained compliant with therecommendations of the Code during the year and further information regarding their membership can be found within therespective Committee reports included within this Annual Report.

The Nomination Committee is responsible for leading the process for appointments to the Board and its standard process
when making new appointments to the Board is set out below.

Director appointment process
Evaluate Board composition anddetermine required capabilities
of proposed appointee

External commitments
The Board is mindful of the time commitment required by the Non‑Executive Directors in order to effectively fulfil theirduties. Prior to appointment, prospective Directors provide details regarding other roles and significant commitments which
may impact their ability to commit to the company. All Directors keep the Board informed regarding proposed external
appointments or significant commitments as they arise, with Chair approval required prior to taking on any additional external
appointment and commitments monitored to ensure that each Director has sufficient time to fulfil their obligations. Each
Director’s biographical information and significant time commitments are set out in the Board biographies on pages 86 to 88.
Changes to Directors’ commitments during the year are noted in the below table.

Advertise role and determine
long list of potential candidates

Refine short list of potential
candidates and complete interviews

Conflicts of interest
The Companies Act 2006 states that Directors must avoid a situation where they have, or can have, a direct or indirectinterest that conflicts, or possibly may conflict, with the company’s interests. Boards of public companies may authorise
conflicts and potential conflicts, where appropriate, if permitted by the company’s Articles of Association – and the company’s
Articles of Association do allow for this.
Directors are required to disclose conflicts and potential conflicts to the Chair and the Company Secretary as and when theyarise. When a Director takes on additional external commitments, they will discuss the potential position with the Chair andconfirm that, as far as they are aware, there are no conflicts of interest. During the year, none of the Directors declared to thecompany any actual or potential conflicts of interest between any of his or her duties to the company and his or her privateinterests and/or other duties, except for the Executive Directors, who hold the position of Director of the company as well as
acting as director of a number of Group subsidiary companies. Alison Wood, our Senior Independent Director and Chair of theRemuneration Committee also serves as a Non-Executive Director of TT Electronics plc, where Richard Tyson was previously
the Chief Executive. Whilst not obliged to do so, she prudently decided to recuse herself from all decision making in relation
to Richard’s appointment and remuneration, both at Oxford Instruments plc and TT Electronics plc. The system for monitoring
potential Director conflicts remained effective throughout the period.

Change in Directors’ commitments
The table below sets out the changes to the external appointments of the Directors which took effect or were confirmed
during the financial year and up to the date of signing the Annual Report.
Director

Change in commitment

Effective date of change

Alison Wood

Resigned as Non-Executive Director and Chair of the Remuneration
Committee of the British Standards Institute (non-listed).

August 2023

Gavin Hill

Appointed as Non-Executive Director and Chair of the Audit
Committee of BMT Group Limited.

April 2023

Nigel Sheinwald

Resigned as Senior Adviser to Tanium, a cyber-security company.

June 2023

Reshma RamachandranAppointed as Non-Executive Director of ISS A/S.

April 2023

Appointed as Chief Transformation Officer and member of the
Executive Board of APCOA Parking AG.

October 2023

Appointed as Senior advisor at Boston Consulting Group LLC.

August 2023

Consideration and approvalby Nomination Committee

Consideration and approval by Board

Advertise the role using open advertising (unless confidential) and by instructing
external executive search consultants with the necessary expertise.
Identify long list of potential candidates based on, amongst other things,
experience, capabilities, merit and diversity.
Determine short list and invite the potential candidates to complete a formalinterview process.
Interview process to be facilitated by various Board members but specificallythe Chair, Chief Executive Officer and senior management, as appropriate.
Nomination Committee to consider the short-listed candidates and feedback
from interview process from both interviewers and interviewee.
Determine the preferred candidate and recommend their appointment to theBoard for approval.
Board to consider and, if thought fit, approve the proposed appointment of thepreferred candidate.
Market announcement made in accordance with regulatory requirements.

Director re-election
In line with best practice and thecompany’s Articles of Association,
all Directors are required to retire
from office at each AGM, in order tobe proposed for re-election by thecompany’s shareholders should theywish to continue in their role. At thecompany’s 2023 AGM, all Directors on
the Board at that time were reappointedby shareholders with majority votes
ranging from 95.91% to 99.87%.
On 1 October 2023, Richard Tyson was
appointed to the Board as an Executive
Director in his capacity as Chief
Executive Officer and on 1 January2024, Hannah Nichols was appointed
to the Board as a Non-Executive
Director. Both Richard and Hannah
will stand for election for the first timeat the company’s 2024 AGM. Hannah
will also take up the role of Chair of the
Audit and Risk Committee with effectfrom the conclusion of the AGM.
Reshma Ramachandran will not
submit herself for re-election byshareholders and will stand down asa Non-Executive Director with effectfrom the conclusion of the AGM, due
to her appointment in a new executive
role externally, which will restrict theavailable time which she can commit
to her role with the company.

www.oxinst.com

Evaluate the Board’s skills, experience, independence, diversity and knowledge
and utilise this to develop a specification which reflects the role and specificcapabilities required.

The Board sincerely thanks Reshma
for the valuable contributions she has
made during her time as a Director.
Mary Waldner joined the Board in
February 2016, and will stand down asa Non-Executive Director in February
2025, when she will have served as a
Non-Executive Director for nine years,
in line with best practice. She will step
down from the role of Chair of the
Audit and Risk Committee with effectfrom the conclusion of the AGM, with
Hannah Nichols taking up this role, as
noted above.
Each of the other Directors will retire
from office at the AGM and each has
agreed to submit himself or herself for
re-election by shareholders.
Having considered the performanceand contribution of each of the
Directors, the Board remains satisfied
that they are operating effectively andcontinue to demonstrate commitment
to their roles. The Board will therefore
recommend the election or re-electionof all Directors who intend to stand forappointment at the AGM.

The biographical information of each
Director, their initial appointment dates
and the reasons for their respective
election or re-election, whereapplicable, can be found on pages 86
to 88. More information regarding theBoard and the Director performance
review process is set out on pages 102
and 103.

Board induction programme
The Chair and Company Secretary
are responsible for ensuring thatall Directors receive a full, formal
and tailored induction upon joining
the Board. Whilst our induction
programme will be tailored based on
the needs, experience and backgroundof the individual Director, it will ensurethat they gain a comprehensive
understanding of the Group throughactivities including: visits to our sites,
one-to-one sessions with the Executive
Directors, sessions with all membersof the Management Board, meetings
with various functional and regional
heads, and the opportunity to meetwith a range of employees acrossthe business.

101

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Strategic Report

Financial Statements

Governance

COMPOSITION, SUCCESSION AND EVALUATION continued
The case study on page 103 provides
an illustration of our induction
programme in practice, following theappointment of Hannah Nichols asa Non-Executive Director during thefinancial year.

Board professional
development
The Board and Committees receive
dedicated training and information
on matters relevant to the Group’sbusiness, including operational andtechnological briefings and updates
on legal, regulatory and governancedevelopments. During the year, training
and updates were provided by thecompany’s remuneration adviser andexternal counsel, as well as internal
subject matter experts.
For more information regarding ourapproach to Directors’ continuous
development and access to advice,please see page 98.

Board composition
The Board, via the Nomination
Committee, keeps under continuous
review its composition and that of its
committees. Its review considers thebalance of the Directors’ skills andexperience as well as their tenure,
independence, time commitment anddiversity. The Nomination Committee
also carries out a formal, in-depth
review of Board and committee
composition at least annually.
For more information regarding therecent and anticipated changes tothe Board’s composition, see theNomination Committee Report on
pages 106 to 109.

Annual Board
Performance Review
The Board recognises the need tocontinually monitor and improve its
performance. It carries out internalor externally facilitated Board
performance reviews annually, in orderto obtain feedback to help to improve
its effectiveness.

Internal Board evaluation
2022/23: Progress•

The Board completed an internallyfacilitated performance review during
the previous financial year. This
generated recommendations which
the Board agreed to implement. In linewith its dedicated action plan, during
the year the Board:••as part of their work on theredevelopment of the company’s
strategy and purpose, considered
the current and anticipated macro
backdrop impacting the Group;developed and delivered asmooth succession plan for therole of Chair of the Audit and Risk
Committee, with the appointmentof Hannah Nichols as a NonExecutive Director on 1 January2024 who will take up the rolewith effect from the conclusion of
the 2024 AGM. Hannah has been
completing a robust handoverwith the current Audit and Risk
Committee Chair, Mary Waldner,
who will be stepping down fromthe Board in February 2025;•

continued to progress the workforce
engagement programme throughmeeting and hearing from a
range of employees at various
levels and roles, primarily as partof the full-Board site visit to our
new compound semiconductorsite at Severn Beach andthrough a dedicated session on
remuneration hosted by Alison
Wood in her capacity as Chair of theRemuneration Committee; andfacilitated Director development
opportunities across a range of
topics including sustainability,
corporate governance and the
evolving legal landscape. Also
received briefings on mattersrelevant to the Group’s business,
including operational updates.

Internal Board Performance
Review 2023/24: ProcessThis year, the Board completed aninternally facilitated performance
review. The process included:•

discussions between the Chair andthe Company Secretary to agree
the scope of the evaluation andfocus areas;•

online questionnaire issued to andcompleted by all Directors;•

evaluation report prepared andfindings discussed by the Chair andCompany Secretary;•

aggregated feedback andproposed actions shared with anddiscussed by the Board; and•Board discussed and agreed
actions to be implemented.

Internal Board Performance
Review 2023/24: Outcomes
and actions
The internal Board performance
review concluded that the Board and
its Committees function well and that
all individual Directors contributemeaningfully and demonstratecommitment to their roles. The Board
developed and agreed an action planfor the year ahead, highlights fromwhich include:•

enhancing the Board’s approach torisk management;•

continuing to advance the formal
workforce engagement programme
to provide meaningful insights forboth the Board and our colleagues;
and•providing even further director
development opportunities, relevantto the business.

Induction of Richard Tyson as Chief Executive Officer

Induction of Hannah Nichols as Non‑Executive Director

Richard Tyson was appointed to the Board with effect from 1 October 2023 and since joining, has
immersed himself in getting to know the business at first hand, meeting key stakeholders including
customers, shareholders and colleagues around the world.

Hannah Nichols was appointed to the Board with effect from 1 January 2024 and, since joining, has
undertaken a full and formal induction, tailored to her individual needs.

“I’m really grateful for the very warm welcome I’ve had everywhere I’ve been. I’ve also come away from every visit
impressed by the talent and commitment of our teams, the strength of our product ranges and the brilliant ideas
coming through for new product development. I can also see huge potential for us to be even more effective in theyears to come, with opportunities to simplify the way we operate that will deliver efficiencies that we can reinvest
back into the business.”
Highlights from Richard’s first few months as heimmersed himself into the business included:•

embarking on multiple visits to all of our major
sites around the world, including those across the
UK, China, Germany, Japan and the US, which
provided opportunities to:– see our advanced technology in action;– meet with and hear from a wide range ofcolleagues across our organisation;– gain a first-hand insight into the working
practices at our sites; and– assess our strategy in action; helping to shapehis views on the future of the organisation;www.oxinst.com••

building strong working relationships withmembers of the Board and developing his
understanding of their views on the opportunities
for and challenges facing the business; anddeveloping a robust framework
to support him in delivering hisrole, ranging from expanding theManagement Board to engaging
external advisers to support
robust and well-informed
decision making.

“I am delighted to have joined Oxford Instruments as Non-Executive Director and was very impressed with theleading-edge products and services showcased during my recent visits to High Wycombe and Tubney Woods.
I really appreciate the warm welcome I have received to date and look forward to spending more time with ourtalented teams during future visits.”
Key features of Hannah’s tailored induction
programme included:•

one-to-one sessions with the Executive Directors
to gain an in-depth understanding of the business;•sessions with all members of the Management
Board, to develop an understanding of their roles
and responsibilities;•

visits to our sites at Tubney Woods, High
Wycombe and Severn Beach;•legal training session with the company’s UK
corporate counsel regarding the obligations ofa UK listed company and its directors, with afocus on the regulatory framework for UK listedcompanies, directors’ duties and the UK Corporate
Governance Code and related obligations;•

meetings with various functional and regional
heads including the Company Secretary, GeneralCounsel, Director of Communications, Group
Financial Controller, Group HR Director, Head of
Tax and Head of Internal Audit, Risk Assuranceand Group International Trade Compliance;•

introductions to the company’s key
advisers including its auditor,
UK corporate counsel andremuneration consultant; and•commenced handover activities
with Mary Waldner, whom
Hannah will succeed as Chair of
the Audit and Risk Committeewith effect from theconclusion of the AGM on
25 July 2024.

103

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105

Financial Statements

COMPOSITION, SUCCESSION AND EVALUATION continued
Board skills, experience and diversity characteristics

Board diversity characteristics

The Board is committed to promoting diversity and inclusion, both on the Board and throughout the Group. The Board
recognises that diversity, construed in its broadest sense and including gender, religious and ethnic diversity, disability, sexual
orientation, social and economic backgrounds, age and cognitive and personal strengths, is an important factor in Board and,indeed, operational effectiveness.

Age

What is your ethnic group?

During the year, the Directors participated in a process to identify their own skills, experience and diversity characteristics. The
results of this process are set out below and on the page opposite and have been used to help assess the future needs of theBoard, particularly in determining the ideal attributes of prospective appointees to the Board.
The Board diversity policy and our plans and progress in line with the recommendations of the FTSE Women Leaders Review
and the Parker Review, respectively, are described in the Nomination Committee Report on pages 106 to 109.

40–49

2

50–59

3

White British

7

For more information regarding our approach to equality, diversity and inclusion across the Group, please see ourSustainability Report on pages 34 to 57.

60–69

2

Indian

1

70+

1

Level 6 –Bachelor’s degree

4Level 7 – Master’s degree4

Level 8 – Doctorate or PhD0

Other

0

Male

4

Female4

Board skills and experience
Specific skill, experience or expertise

Chairmanship

Number of Directors identifying as having specific skill, experience or expertise2

Do you consider yourself to have a disability
defined by the Equality Act 2010?

5

Listed Company Executive directorship(s)7Listed Company Non-Executive directorship(s)Financial expertise

4

Financial reporting experience

4
6

Risk managementNo

8

Corporate governance

5

Executive remuneration

4

Workforce engagement
Strategy development

8

International business experience8

Were you educated outside the UK?

Board gender diversity

4

Commercial and business development
Business management

5

Operations and manufacturing

53Services and life cycle revenue

Yes1

4

Technology, Science or Engineering

3

Sustainability

4

Climate change
Energy transition

3

Customer focus

35People leadershipwww.oxinst.com

85

Investor relations

Digital experience

What is your highest level of
educational attainment?

2

No

6

Educated both 
inside andoutside UK

1

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Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Financial Statements

Governance

NOMINATION COMMITTEE REPORT
Dear Shareholder,I am pleased to present the report of
the Nomination Committee for the year
ended 31 March 2024.
The Committee has again enjoyed abusy year, with the range of recent andupcoming changes to the composition
to our Board being a reflection of
the importance we place on robust
succession planning and the executionof our plans.

NEIL CARSON
Chair of the Nomination Committee

Committee membership
The current membersof the Committee are:Neil Carson (Chair), Alison Wood,
Mary Waldner, Nigel Sheinwald,
Reshma Ramachandran and
Hannah Nichols.

Changes to Committee
membership:
Richard Friend stepped down asa member of the Committee upon
his resignation from the Board
on 28 July 2023 and Hannah
Nichols joined as member of theCommittee upon her appointment
to the Board on 1 January 2024.
For details of attendance at
Committee meetings during thefinancial year, see page 98.
• For the biographies of all
Committee members, seepages 86 to 88.
•

After completing a rigorous search
process, we were pleased torecommend that the Board appoint
Hannah Nichols as a Non-Executive
Director with effect from 1 January
2024. Hannah’s experience meansthat she is well equipped to takeup the role of Chair of the Audit andRisk Committee, which she will dowith effect from the conclusion of
the AGM to be held on 25 July 2024.
Since joining the Board, Hannah
has completed a formal induction
programme, which you can read more
about on page 103. Further details
regarding our Director appointment
process can also be found on
page 101.
During the year we were pleased
to have concluded the succession
process regarding our change of Chief
Executive Officer, with Richard Tyson
succeeding Ian Barkshire as Chief
Executive Officer with effect from 1
October 2023. The Board is thankful
for the tremendous contribution Ian
has made and is sure that he will lookback on his long career with Oxford
Instruments with immense pride.
Richard has joined us from global
electronics company TT Electronics
plc, where he was Chief Executive
Officer, and we have been delighted
with his work so far, as he leads us into
the next phase of our development
and growth.
For more detail regarding remuneration
arrangements applicable to Ian’s
retirement and Richard’s appointment
to the Board, see the Directors’
Remuneration Report on pages 120
to 143.

As explained earlier in this Annual
Report, Reshma Ramachandran
will stand down as a Non-Executive
Director with effect from the conclusionof the AGM, due to her appointment in
a new executive role externally, which
will restrict the available time which
she can commit to her role with thecompany. The Board sincerely thanks
Reshma for the valuable contribution
she has made during her time as a
Director. In addition, and as noted in
the Report and Financial Statements
2023, after having served on the Board
for almost nine years, Professor Sir
Richard Friend stepped down as a
Non-Executive Director of the company
with effect from 28 July 2023. Further,
Mary Waldner will stand down as a
Non-Executive Director in February
2025 in line with best practice and will
step down from the role of Chair of the
Audit and Risk Committee with effectfrom the conclusion of the AGM, with
Hannah Nichols taking up this role.
We have also kept under review ourapproach to diversity, particularly
in light of the recommendations of
the FTSE Women Leaders Review
and the Parker Review. We remaincommitted to meeting the targets andrecommendations set out in thesereviews, at Board level, for senior
management and throughout theorganisation. Our Board diversity policy
and our plans and progress in line withthe recommendations of both of thesereviews are explained on pages 108
and 109.

Key responsibilities•

Review the structure, size and composition (including the skills, knowledge,
experience and diversity) of the Board.

•

Ensure plans are in place for orderly succession to Board and Management
Board positions, and oversee the development of a diverse pipeline forsuccession, taking into account the challenges and opportunities facing thecompany, and the skills and expertise needed on the Board in the future.

•

Review the leadership needs of the organisation, both Executive and NonExecutive, with a view to ensuring the continued ability of the organisation tocompete effectively in the marketplace.

•

Be responsible for identifying and nominating for the approval of the Board,candidates to fill Board vacancies as and when they arise.

•

Before any appointment is made by the Board, evaluate the balance ofskills, knowledge, experience and diversity on the Board and, in light of thisevaluation, prepare a description of the role and capabilities required for aparticular appointment and the time commitment expected.

•

Ensure that, on appointment to the Board, Non-Executive Directors receive aformal letter of appointment setting out clearly what is expected of them.

•

Review the results of the Board performance evaluation process that relate
to the composition of the Board and succession planning.

•

Review annually the time required from Non-Executive Directors.

•

The Committee shall also make recommendations to the Board concerning:changes needed to the succession planning process, if required; suitable
candidates as new Directors and succession for existing Directors;
membership of the Audit and Risk, Remuneration, and Sustainability
Committees; the reappointment of Non-Executive Directors at theconclusion of their specified term of office; the re-election by shareholders of
Directors; any matters relating to the continuation in office of any Director at
any time; and the appointment of any Director to executive or other office.

Committee composition

I will be available at the AGM toanswer any questions you may haveregarding the work of the Committee.

In line with the Committee’s terms ofreference, which are available on our
website at: www.oxinst.com/investorscontent/advisers-and-companysecretary, the Committee comprises amajority of independent Non-Executive
Directors and is chaired by the Chair of
the Board, Neil Carson.

NEIL CARSON

Meetings

Chair of the Nomination Committee

The Nomination Committee holds aminimum of one meeting annually, as
required under its terms of reference,and this year held three meetings.
Regular attendees at meetings
may include the Chief Executive
Officer, Chief Financial Officer andChief HR Officer, where appropriate.
The Company Secretary is thesecretary to the Committee.

10 June 2024

Committee performance
review
During the year, an internal
performance review of the effectivenessof the Committee was conducted aspart of the wider review of the Boardand the Board Committees.

www.oxinst.com

More information can be found on
pages 102 to 103. The review foundthat the Committee functions effectively
and that matters are dealt with in athoughtful and rigorous manner.

How the Committee spent its
time during the year ended
31 March 2024
The responsibilities of the Committee
are set out in its terms of reference,
which were last reviewed in January2024 and which are summarised
above. Whilst these responsibilities
guide the operation of the Committee
and shape its agenda, it will also
consider other matters as requested by
the Board and as relevant to its remit.
The key activities and areas of focus
for the Committee during the year are
as set out below.
•

Reviewed the Board’s composition
and future needs, bearing in mind
in particular the current tenure,skills, experience and diversity
characteristics of the Directors.

•

Reviewed the succession plans for
Board and Management Board
positions.

•Continued to consider our approachto diversity, particularly in light of
the recommendations of the FTSE
Women Leaders Review and theParker Review.

•

Completed the recruitment process
for a new Non-Executive Director,
resulting in the appointment ofHannah Nichols, effective 1 January
2024.

•

Concluded the succession process
regarding our change of Chief
Executive Officer, with Richard Tyson
succeeding Ian Barkshire in this rolewith effect from 1 October 2023.

Board composition andsuccession planning
The Nomination Committee keeps
under continuous review thecomposition of the Board and its
Committees. We take seriously our
responsibility for Board effectivenessand continuity and the need to conduct
a continuous and proactive processof planning and assessment, in thecontext of the company’s strategic
priorities and the main trends andfactors affecting the long-term successand future viability of the company.
Anticipating the departure of Mary
Waldner as Director in line with bestpractice in relation to her tenure
and independence, as she will have
served on the Board for nine years by
February 2025, the Committee acted
to ensure smooth succession for therole of Audit and Risk Committee Chair,
which Mary currently fulfils. As a result,
we were pleased to recommend thatthe Board appoint Hannah Nichols
as a Non-Executive Director witheffect from 1 January 2024. Hannah’s
strong financial expertise, extensive
international experience and trackrecord of driving transformationalchange, both within and beyond thefinance function, will complement
the current range of expertise andexperience on our Board and meanthat she is well equipped to take up
the role of Chair of the Audit and Risk
Committee, which she will do witheffect from the conclusion of the AGM
to be held on 25 July 2024. See page
101 for further information regarding
the Committee’s appointment process
and page 103 for details regarding
Hannah Nichols' appointment andinduction experience. The Nomination
Committee engaged Russell Reynolds,
an executive search agency, to assist
with this appointment.

107

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Oxford Instruments plc
Annual Report 2024

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Strategic Report

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Financial Statements

Governance

NOMINATION COMMITTEE REPORT continued
The company and the Directors haveno other connection with Russell
Reynolds. As explained in the Report
and Financial Statements 2023, further
to a rigorous selection process, Richard
Tyson was appointed to succeed Ian
Barkshire as Chief Executive Officer.
We are pleased to have concluded theformal appointment process during
the year, with Richard succeeding Ian
in this role with effect from 1 October
2023. The Director appointment
process detailed on page 101 wasfollowed, except that open advertising
was not utilised as it was not
appropriate in these circumstances.
The interview process in particular,
gave each of the Committee members
a meaningful opportunity to carefully
assess the experience and capabilitiesof the potential internal and external
candidates. The Committee ensured
that the insights gained by each of its
members were carefully considered incoming to a conclusion regarding theirpreferred candidate. Alison Wood, ourSenior Independent Director and Chairof the Remuneration Committee also
serves as a Non-Executive Directorof TT Electronics plc, where Richard
was previously the Chief Executive.
Whilst not obliged to do so, she
prudently decided to recuse herself
from all decision making in relation to
Richard’s appointment, both at Oxford
Instruments plc and TT Electronics
plc. The Nomination Committee
engaged Korn Ferry’s executive search
consultancy to assist with this process.
Korn Ferry also acts as an adviser tothe Remuneration Committee andinformation regarding its fees forserving in this capacity are set out
on page 122.
Upon Sir Richard Friend stepping
down from the Board in July 2023, theCommittee was mindful of ensuringthat it retained access to his depth oftechnical expertise and experience.
Since his departure from the Board, hehas been engaged to work with theBoard in an advisory capacity and thishas helped to ensure that it retains
the skills, knowledge and experience
it needs to operate optimally. In due
course, consideration may be given
to seeking to appoint a further NonExecutive Director with a similar skillset, but it is not considered appropriate
at this time.

www.oxinst.com

In addition to reviewing Board
composition, the Nomination
Committee oversees the succession
plans for the Management Board. It
has regular opportunities to meet withits members and other members of
the wider senior leadership throughtheir attendance at Board meetings
to report on their respective businessareas or functions and throughworkforce engagement activities.

Board diversity
The Board is committed to promoting
diversity and inclusion, both on the
Board and throughout the Group.
The Board recognises that diversity,
construed in its broadest sense, is an
important factor in Board and, indeed,
operational effectiveness. The Board’s
diversity policy considers a range ofcharacteristics, namely age, disability,
social and educational backgrounds,
as well as gender and ethnicity, andincludes a commitment to sustaining
an effective balance of female andethnic representation on the Board andthroughout the wider organisation.
At the end of the financial year,
the Board had 50% female
representation as well as ethnicallydiverse representation, with oneof our Board colleagues being aperson of colour. The compositionof our Board therefore met both
the recommendations of the FTSE
Women Leaders Review (40% female
representation by the end of 2025)
and the Parker Review (at least one
Director of colour by the end of 2024).
We are delighted to have surpassed
the target for at least 40% of the Board
to comprise women, with 50% female
representation at present, given thatfour of the Board’s eight Directors are
women. We are mindful that upon
the exit of Reshma Ramachandran asa Non-Executive Director on 25 July
2024, we will still surpass the target
with 43% female representation, but
upon Mary Waldner stepping downfrom the Board in February 2025, will
have 33% female representation. The
Committee intends to take active steps
to address this during the year ahead.
We are pleased to have also met therecommendation to have at least one
woman in one of four specified senior
roles by the end of 2025, as Alison
Wood currently serves as our Senior
Independent Director.

We have met the target of the Parker
Review for the Board to include at least
one Director of colour by the end of2024, with Reshma Ramachandrancurrently serving as a Non-Executive
Director, but recognise that we willneed to take active steps during theyear ahead to address the fact that
we will no longer meet this target
once Reshma steps down as a NonExecutive Director.
The Parker Review also recommends
that we devise and work towards a
specified target for the percentage of
our senior management team to befrom ethnic minorities by the end of
2027. As an international company,
we recognise the importance ofensuring we have strong ethnicallydiverse leadership role models anda diverse decision-making team thatreflects our customer base and thecommunities in which we operate. In
2024 we published our ethnicity pay
gap data for the first time and wereencouraged to report that both mean
and median pay across our entire UK
workforce was slightly higher for thosecolleagues who identify as belonging
to an ethnic minority group. We havemade efforts to improve the extent of
ethnicity data we hold and are pleased
to now have data in respect of 90%
of our UK workforce and 78% of ourglobal workforce. This year we havetaken steps to broaden the ethnic
diversity of our wider senior leadershipteam which, as of the date of theAnnual Report, comprises 14 persons,of whom 14% are Asian. There are 102
direct reports of this team, of whom
22% identify as belonging to an ethnic
minority group. In that context, we will
be seeking to maintain and improvethe ethnic diversity of this cohort (ie, ourwider senior leadership team and theirdirect reports) on a year-on-year basis,
within a target range of 20% to 25%.
Any future appointments to the Board
will continue to be based on meritand objective criteria to ensure thatthe best individuals are considered
and appointed to the role. Wherever
possible, the search pool will be
extensive and where an executive
search consultancy is used, we will
only engage with those firms thathave adopted the Voluntary Code of
Conduct for Executive Search Firms.
For details of our approach to diversity
within the wider organisation, pleasesee our Sustainability Report on pages
34 to 57.

Diversity of individuals on the
Oxford Instruments plc Boardand executive management
In accordance with the UK Financial
Conduct Authority’s Listing Rule 9.8.6
R (9) the Board confirms that as of 31
March 2024, Oxford Instruments plc:•

had surpassed the target for
at least 40% of the Board tocomprise women, with 50% female
representation given that four of theBoard’s eight Directors are women;•

had met the remaining targets
set out in that rule with (i) Alison
Wood holding the role of Senior
Independent Director and awoman therefore holding one of
the specified senior positions on
the Board (Chair, Chief Executive
Officer, Senior Independent Director
or Chief Financial Officer); and (ii)Reshma Ramachandran being ofan Asian background, meaningthat the Board included at least
one Director from a minority ethnic
background; and•with the upcoming exit of Reshma
Ramachandran as a Non-Executive
Director on 25 July 2024, we will still
surpass the target for at least 40%of the Board to comprise women,with 43% female representation,
but will no longer meet the target
for the Board to include at least
one Director from a minority ethnic
background. However, upon Mary
Waldner stepping down from theBoard in February 2025, the Board
will comprise six Directors: four
men and two women, resulting in
33% female representation. The
Committee intends to take active
steps to address this during theyear ahead.

Our approach to collecting this data
was two-fold. For our Directors,
we asked that they complete
a questionnaire regarding theirskills, experience and diversity
characteristics, including their gender
identity or sex and their ethnic
background. For our Management
Board, we collated this data fromour employee records, which they
have provided on a voluntary basis
understanding that it may be used fordisclosure purposes, as well as to help
to ensure that our processes and pay
are fair and equitable with respect
to race and ethnicity, as well as thecharacteristics on which we have hadfull data for several years.

In accordance with Listing Rule9.8.6 R (10) the below tables provide
data as of 31 March 2024 regarding
the gender identity or sex and theethnic background of both the
Oxford Instruments plc Board andthe executive management team,its Management Board.

Gender identity or sex
Number of
Board members

Percentageof the Board

Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)

Men

4

50%

3

9

90%

Women

4

50%

1

1

10%

Not specified/prefer not to say

–

–

–

–

–

Number of
Board members

Percentageof the Board

Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)

Number in
executive
management

Percentageof executive
management

White British or other White(including minority-white groups)

7

87.5%

4

8

80%

Mixed/Multiple ethnic groups

–

–

–

–

–

Asian/Asian British

1

12.5%

–

2

20%

Black/African/Caribbean/Black British

–

–

–

–

–

Other ethnic group, including Arab

–

–

–

–

–

Not specified/prefer not to say

–

–

–

–

–

Number in
executive
management

Percentageof executive
management

Ethnic background110

Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Governance

Financial Statements

AUDIT AND RISK COMMITTEE REPORT
Dear Shareholder,I am pleased to present the Reportof the Audit and Risk Committee forthe year ended 31 March 2024. We
have continued to play an integralrole as part of the Group’s governanceframework, monitoring the integrityof the financial statements of thecompany and providing oversightand challenge across the financial
reporting processes and internal
control environment.

MARY WALDNER
Chair of the Audit
and Risk Committee

Committee membership
The current members of
the Committee are:During the year, the Committee’s work
focused particularly on the Group’s
approach to several key areas ofgovernance whilst continuing to deliverits core remit. Specific areas of focus
included:••

Mary Waldner (Chair), Alison
Wood, Nigel Sheinwald, Reshma
Ramachandran and Hannah
Nichols.

Changes to Committee
membership:
Richard Friend stepped down asa member of the Committee upon
his stepping down from the Board
on 28 July 2023 and Hannah
Nichols joined as member of theCommittee upon her appointment
to the Board on 1 January 2024.
Hannah will take up the roleof Chair of the Audit and Risk
Committee with effect from theconclusion of the AGM to be heldon 25 July 2024, succeeding Mary
Waldner in this role.
•

For details of attendance at
Committee meetings during thefinancial year, see page 98.

•

For the biographies of all
Committee members, seepages 86 to 88.

www.oxinst.com•

delivery of the internal audit planacross a broad range of key risk
areas;
considering the procedures tomanage risk, oversee the internal
control framework and determine
the nature and extent of theprincipal risks the company iswilling to take in order to achieve its
long-term strategic objectives;
monitoring the processes for
identifying, evaluating and reportingon climate‑related risks andopportunities across the Groupand their integration into the wider
enterprise risk management
processes. This includes thedetailed assessment of key risks
using a standardised methodology,
as performed by the business units
across the Group;•working with BDO LLP in respectof the delay to the completion of
the annual audit in respect of theyear ended 31 March 2023 due totheir requesting additional time to
finalise their audit quality control
procedures, to ensure a smoothconclusion to this process; and•the review of papers and supporting
calculations and data relating
to the significant Audit and Risk
Committee judgements andestimates during the financial year
ended 31 March 2024.

I will be stepping down as Chair of
the Committee with effect from theconclusion of the AGM on 25 July2024 and am delighted that I will be
succeeded in this role by Hannah
Nichols. Hannah joined the Board as a
Non-Executive Director and member of
the Committee on 1 January 2024. As
an experienced financial professional,
a qualified chartered accountant andthe current Chief Financial Officer of Hill
& Smith PLC, she is excellently suited
to undertake this role. I will remain asa Non-Executive Director on the Board
until February 2025.
The Committee has noted the
publication of the revised UK Corporate
Governance Code in January 2024
and its work in the year ahead will
include planning to adopt the changes
it considers necessary to comply withthe revised Code. During the year
ahead the Committee will continue toretain a focus on assessing the level ofassurance provided over key financial
controls whilst also addressing a rangeof risk-based audit areas.
Should you have any questions orcomments regarding the work of theCommittee during the year, I would bepleased to hear from you.

MARY WALDNER
Chair of the Audit
and Risk Committee
10 June 2024

Key responsibilities•

Monitor the integrity of the Financial Statements of the company and Group and review and report to the Board on
significant financial reporting issues and judgements.

•

Review statements relating to financial performance and narrative reporting, including any climate-related financial
disclosures.

•

Review the company’s internal control and risk management systems.

•

Review the arrangements relating to compliance, speaking up and fraud.

•

Monitor and review the effectiveness of the company’s internal audit function.

•

Advise the Board on the appointment, reappointment and removal of the external auditor, agree their terms ofengagement and monitor their independence and objectivity.

•

Review the effectiveness of the external audit process.

•Develop and implement the policy on the engagement of the external auditor to supply non-audit services.

Committee composition

Meetings

In line with the requirements of the
UK Corporate Governance Code andthe Committee’s terms of reference,
which are available on our website at:www.oxinst.com/investors-content/
advisers-and-company-secretary, theCommittee comprises independent
Non-Executive Directors and, as awhole, has competence relevant to thesector in which the company operates.
All members of the Committee areconsidered to be independent. Mary
Waldner, the Committee Chair, has
specific, recent and relevant financial
experience as the Chief Financial
Officer of Lloyd’s Register, is a Fellow of
the Chartered Institute of Management
Accountants and has also held anumber of senior executive financial
roles with major public companies. She
will step down from the role of Chairof the Audit and Risk Committee witheffect from the conclusion of the AGM
to be held on 25 July 2024 and will
be succeeded by Hannah Nichols, as
noted opposite.

The Audit and Risk Committee
holds a minimum of three meetings
annually, as required under its termsof reference, and this year held fourscheduled meetings and four ad hoc
meetings. See page 99 for a summaryof the key matters considered at eachmeeting during the year. Regularattendees at meetings include theChief Executive Officer, Chief Financial
Officer, Group Financial Controller,
Head of Risk, Assurance and Trade
Compliance, and BDO LLP, our external
auditor. Other attendees who attend
as required include the Chair andmembers of senior management. The
Company Secretary is the secretary to
the Committee.

Committee performance
review
During the year, an internal
performance review of theeffectiveness of the Committee
was conducted as part of the wider
review of the Board and the Board
Committees. More information can befound on pages 102 to 103. The review
found that the Committee functions
effectively and that matters are dealt
with in a rigorous manner.

How the Committee spent its
time during the year ended
31 March 2024
Structured programme of activities
The responsibilities of the Committee
are set out in its terms of reference,
which were last reviewed in
January 2024.
The Committee sets a structured
programme of activities for the year,
developed from its terms of reference
and including standing items for its
consideration at certain meetings.
In addition, it considers specific risk
areas identified for detailed review inlight of the evolving risk environment,
assurance activities relating to key
non-financial areas and any othermatters that arise during the year.

Financial Statements
and reporting
During the year, the Committee
continued to monitor the financial
reporting process of the Group. As
part of the year-end reporting process
the Committee reviewed in detail thisAnnual Report in respect of the year
ended 31 March 2024 and concluded
that, taken as a whole, it is fair,balanced and understandable andprovides the information necessary forshareholders to assess the company’s
position, performance, business modeland strategy. The Board recognises theimportant role which the Committee
plays in making such assessments.

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Overview

Strategic Report

Governance

Financial Statements

AUDIT AND RISK COMMITTEE REPORT continued
The main areas considered at Committee meetings during the year are set out below.
Matters considered

June
2023

June
20231

Half-year and full-year Financial Statements including
appropriateness of accounting policies, representation letters,
associated narrative reporting (Annual Report and Financial
Statements) and market announcements
External auditor Year-end Audit Report and Interim Review Report
Significant accounting estimates and judgements
Going concern
Viability statement
Group risk register, including climate-related risks and opportunities
Principal risks and uncertainties
Adequacy of internal control environment including internal control
framework and risk management processes
Internal audit update (specific theme addressed at each meeting,per the internal audit plan for the financial year)
Internal audit plan
Effectiveness of internal audit function
External auditor strategy for year-end audit
External auditor terms of engagement
External auditor independence and objectivity
Effectiveness of external audit process
Policy on non-audit services carried out by external auditor
Litigation register
Systems and controls for detecting fraud and the preventionof bribery and corruption
Whistleblowing arrangements
Committee effectiveness review
Committee terms of reference
Committee members and external auditor closed meeting1.

Meetings scheduled on an ad hoc basis rather than as part of formal annual meetings calendar.

July
20231

July
20231

Sept
2023

Nov
2023

Jan
2024

Mar
20241

Significant Audit and Risk
Committee judgements andestimates during the financial
year ended 31 March 2024
The Committee considered reports
from management on accounting
policies, current accounting issues andthe key judgements and estimatesin relation to this Annual Report. It
assessed whether suitable accounting
policies had been adopted and thereasonableness of the judgements
and estimates made by management.
The following sections summarise thesignificant judgements and estimatesconsidered by the Committee in
relation to the Financial Statements
for the year ended 31 March 2024 andhow they were addressed.

Revenue recognition
Revenue is recognised in accordancewith IFRS 15, Revenue from Contracts
with Customers, using principlesbased criteria such that the timing
depends on performance of therelevant conditions in the customer
contract. Prescriptive rules areapplied to revenue recognition thatare appropriate to both products andservices. Through the applicationof IFRS 15's principles, revenue
recognition is less subjective than prior
to its implementation. However, due tothe potential impact of any significant
timing error in revenue recognition,
revenue cut-off remains an areaof audit focus. The Committee hasreceived no reports of any significant
error in revenue recognition.

UK defined benefit pension scheme
IAS 19 requires the Group to recognise
any difference between the net present
value of the defined benefit pension
scheme’s liabilities and the fair valueof its assets as at 31 March 2024 in
the balance sheet as either a pension
scheme asset or deficit. The Group isalso required to appoint an external
actuary to value its obligations tomembers of the defined benefit
pension scheme at each reporting
date. Further, the actuary must
recommend suitable assumptions as
the basis for the valuation. The Group
has appointed the pension scheme‘sactuary, Aon Hewitt, to perform biannual valuations on its behalf foraccounting purposes.
For the year ended 31 March 2024, Aon
Hewitt recommended assumptions on
a basis that is largely consistent withthose adopted for the prior year end.

www.oxinst.com

The discount rate remained at 4.8%,
which represents a slight decrease fromthe rate of 5.5% that was used in respectof the half-year ended 30 September
2023. Further, inflation assumptions
decreased by 20bps for RPI and10bps for CPI compared to the prioryear. Actual membership experience
continues to be based on the results of
the latest triennial valuation which wascompleted as at 31 March 2021.
The net present value of the scheme’s
liabilities decreased by £1.5m during
the year, with the largest decrease of£11.0m relating to benefits paid, while
the largest increase in liabilities related
to the notional interest charge of£10.5m, as the obligations are recordedat the discounted net present value.
The scheme’s investment manager,
Schroders Solutions, provided avaluation of the scheme assets in linewith current market practice relating
to the valuation of investment assets,
the methodology for which has notchanged since the prior year.
As disclosed in Note 24 to the Financial
Statements, the actuarial surplus for
the UK scheme has decreased from£26.4m in the prior year to £16.1m at
31 March 2024. This arises from theaggregate impact of a small decreasein scheme liabilities of £1.5m anda decrease in the scheme’s assetsof £11.8m.
The decrease in scheme assets
arises primarily from negative
investment returns on gilts due tochanges in interest rates, offset bycompany interest received of £12.0m,
contributions of £8.5m, less benefits
paid of £11.0m and administrative costsof £0.5m. As set out in Note 24, it is thescheme’s actuarial valuation review,
rather than the accounting basis that
determines the level of cash payments.

First Light Imaging acquisition
The Group completed the acquisitionof First Light Imaging SAS ('FirstLight') on 9 January 2024 for cash
consideration of €14m with anadditional €3m contingent on thebusiness meeting certain performancetargets during the first 12 months ofGroup ownership.
The performance targets for the earnout were intended to be stretching,
but achievable. We cannot yet
confirm whether those targets will beachieved but it is considered likelythat the full value of the contingent
consideration will be payable.

Therefore, for the purposes of the
Financial Statements, the purchaseprice is assessed at the full amountof €17m – albeit the fair value of thisis €16.5m due to the timing of thecontingent consideration.
KPMG LLP were appointed to valueFirst Light to help determine theallocation of the purchase price to FirstLight’s assets. This identified a numberof adjustments to be made at theacquisition date to reflect the fair valueof the assets and liabilities acquired.
In particular this includes a proposed
fair value adjustment of €13.5m tointangible assets to account for thetechnology and brand purchased.
Per IFRS 3, the Group has a year fromthe date of the acquisition to finalise
the purchase price allocation (PPA),
and it is acknowledged and acceptedby the standard that for acquisitions
close to the reporting date it will benecessary to estimate certain values,
though it is necessary to indicate which
numbers have been estimated. If in
the following 12 months it becomes
necessary to amend any of thoseestimates, this should be performed
and disclosed appropriately.
The final draft PPA report fromKPMG was received too close to
the signing date to allow sufficient
review by management and audit by
BDO LLP. As a result, the acquisition
adjustments and closing fair values
have been disclosed in the accounts
as provisional. These will be finalised indue course and any adjustment posted
in the Financial Statements as at
30 September 2024.

FemtoTools acquisition
The Group has recently negotiated thepurchase of FemtoTools AG, a strategicacquisition to complement the existing
Materials Analysis portfolio. The
company signed the share-purchaseagreement on 7 June 2024 for an initialpurchase price of CHF 17m with anaggregate earn-out of CHF 5.5m.
It is expected that the acquisition willclose in late June 2024. At the balance
sheet date, the acquisition has notbeen accounted for as no purchasehad been agreed. Given that the saleand purchase agreement was signed
after the balance sheet date andprior to signing the Annual Report, theacquisition has been disclosed as a
post-balance sheet event.

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Overview

Strategic Report

Governance

Financial Statements

AUDIT AND RISK COMMITTEE REPORT continued
Provisions for intellectual
property claims
The Group faces potential exposure tothird-party claims in relation to alleged
intellectual property infringement. The
Committee obtains management reports
and analysis on potential claims twicea year. The Committee has reviewed
the information and explanations
provided by management relating to
the provisions for intellectual property
claims that have been recognised in the
Financial Statements. This also covers
claims for which no provision has beenrecognised. The external auditor has
also reported on intellectual property
provisions. As at 31 March 2024, thevalue of the provisions recognisedin the Financial Statements for suchclaims is £0.6m (2023: £0.6m). Whilst
not significant or material, it remains amatter of accounting judgement.
The Committee has reviewed themethodology and calculations used inquantifying the provisions required andconcluded that it is reasonable andconsistent with the basis used in the prioryear. The Committee recognises thatthe final outcome in any specific case islikely to vary from the amount provided.
When considered in aggregate, theCommittee considers that no adjustment
to the provisions is required.

Provision for inventory
Provision is made for obsolete, slow
moving and defective stock where
there is evidence of impairment,
to reduce the carrying value to its
net realisable value. This requiresconsideration of several factors
including but not limited to recent
usage, expected future demand, newproduct introduction plans and likely
realisable values to estimate theexcess quantities and net realisablevalue. The level of provisioning
requires certain estimates regarding
future demand and possible designchanges to identify excess quantities.
The Committee is satisfied thatthe amounts provided represent inaggregate the Group’s best estimate of
the levels of provisioning required.

Adjusted profit and EPS
The Group applies adjustments tothe statutory definition of profit and
EPS to present adjusted profitability
and earnings, as we consider thatthey present a clearer picture of thefinancial performance of the Group.
These adjustments are set out at
Note 2 to the Financial Statements.

www.oxinst.com

For the year ended 31 March 2024, theaggregate sum of the adjustments tooperating profit was £12.0m. The largest
item in value terms was the amortisation
charge relating to capitalised intangible
assets of £9.1m (2023: £9.3m). The
Group recognised a loss of £0.7m (2023:
gain of £3.0m) arising from the markto-market impact of currency hedging
contracts. Settlement of a claim broughtby the Group for intellectual property
infringement generated a gain of £3.3m(2023: nil). The Group also incurred CEO
dual running costs of £2.0m (2023: nil)and one-off costs of £1.7m relating to
Plasma Technology’s move to a newsite at Severn Beach (2023: £0.4m) andtransaction-related costs were £1.0m(2023: nil). Other adjusting charges
included in the year ended 31 March2024 included charges relating to
the defined benefit scheme of £0.4m(2023: nil) and litigation costs linked tointellectual property claims of £0.4m(2023: £0.5m).
The Committee has reviewed thenature of the adjustments and themethodologies used to calculate
them. Based on these enquiries andexplanations provided, the Committee
concluded that adjustments havebeen applied consistently. Further,
the Committee is satisfied with thepresentation of these adjusting items inthe 2024 Financial Statements.

Misstatements
Group management has provided
the Committee with reports that they
were not aware of any material or
immaterial misstatements that had
been made with the intent of achievinga particular presentation in the
Financial Statements. The Committee
also reviewed BDO’s report on
unadjusted audit differences and thesewere discussed by the Committee inJune 2024. On the basis of its review
and those discussions, the Committee
concluded that the unadjusted
differences were not material to the
Financial Statements and therefore
no adjustment was required. The
Committee also concluded that theexternal auditor had fulfilled its duties
with diligence and with an appropriate
level of professional scepticism.

Viability and Going Concern
Assessment and Statements
The Committee and the Board
reviewed the Viability and Going
Concern Statements as presented in
more detail on pages 79 to 81.

The Committee reviewed the Viability
Assessment, which was based upon
consideration of the Group’s current
financial position and the potential
impact of certain of its principal
risks and uncertainties on future
performance. It performed a reviewof the scenario analyses preparedby management in the Viability
Assessment and concluded that theGroup would be able to continue inoperation and meet its liabilities as theyfall due over the next three years.
In addition, the Committee noted that
there were no material uncertainties
which may cast significant doubt
over the Group’s ability to continue
as a going concern over the period ofat least 12 months from the date of
approval of the Financial Statements
and concluded that it was appropriate
to continue to adopt the going concern
basis of accounting.

Whistleblowing
Employees can report concerns of
non-compliance, ethical issues ormalpractice via an independent andconfidential reporting route. Reports
can be made anonymously if required
and are covered by the Group’s
Whistleblowing Policy which provides
for protected disclosure. The Group
recognises the importance of otherreporting channels such as via line
management and HR. A reporting routeto the Senior Independent Director isalso available. Employees are informedof the reporting channels throughthe Code of Business Conduct andEthics. Irrespective of the reporting
channel used, the Group operates aformal protocol for the independent
investigation of reports which isoverseen by the Chief HR Officer andGroup Compliance.
The Committee performs an annual
review of the Whistleblowing Policy
and receives a summary report into
the outcome of investigations during
the year.
It also receives a report frommanagement on its activities in thisarea. The latest report and review
took place in January 2024 and all
matters raised in the year-to-date
had been resolved. The Committee
was pleased to note that during theyear, management had completed
a campaign to ensure employee
awareness of the whistleblowing
channels available to them, including
guidance and an online training course.

Internal control
The Committee oversees the internal
control framework on behalf of theBoard. In June each year, it undertakes
an annual review of the effectivenessof the internal control environment,
comprising the company’s internalfinancial controls systems that identify,
assess, manage and monitor financial
risks, and other internal control andrisk management systems. To support
this review, the Committee liaised with
the Head of Risk, Assurance and Trade
Compliance and considered the internaland external audit reports presented.
In respect of the financial year ended
31 March 2024 and up to the date of
the approval of this Annual Report, theCommittee concluded that the required
standards had been met and noted thatduring the financial year, it had received
no reports in the year about concernsof possible improprieties in matters offinancial reporting.

Risk management
The key risk management activities
performed by the Group are describedon pages 70 to 78.
The Committee reviews the Group risk
register, which now includes climatechange-related risks and opportunities,
at each meeting and uses these,
supplemented by reports frommanagement, the external auditor andother subject matter experts, to assess
the approach taken to identify andmitigate the risks faced by the Group.
The Committee will continue to carefully
review risk reporting and the associatedrisk management activities during theyear ahead, in particular aiming todevelop and enhance its approach tothe consideration of climate-relatedrisks and opportunities as well as thebroader landscape of emerging risks.
For more information regarding ourapproach to risk management see
pages 70 to 78.

Internal audit function
The internal audit function is led by
the Head of Risk, Assurance and Trade
Compliance, who is a regular attendee
at Committee meetings. Its purpose
is to provide assurance regarding
the effectiveness of internal controls
through regular reviews and theprovision of reports to the Committee.

Once finalised, all internal reports arealso shared with the external auditor.
The Head of Risk, Assurance andTrade Compliance has direct accessto the Chair of the Board and the Chairof the Committee, to help safeguard
independence from the executive andaccountability to the Committee.
During the year, the internal audit
function was strengthened throughthe implementation of a co-sourcing
relationship, whereby an external
service provider has been engaged
to supplement certain of the workon internal audits focused on
financial controls, with the deliveryof the first two engagements fromthis relationship scheduled for laterin the year. They will also provide
support in other areas where specificsubject matter expertise is requiredor advantageous.

Internal audit plan
The annual internal audit plan waspresented to the Committee at its
meeting in January 2024. It comprises
audits which assess the effectivenessof internal financial controls, to be
performed on a rotational basis
across operational business units
and the principal regional offices.
Complementing this, the programmealso includes risk-based audit areas
which are proposed or recommended
by a combination of the Committee
and management. Following due
consideration, the Committee
approved the proposed annual internal
audit plan.

Effectiveness review
The Committee has a responsibility
to carry out an annual assessment of
the effectiveness of the internal audit
function. As part of its assessment inrespect of the financial year ended 31
March 2024, the Committee liaisedwith the Head of Risk, Assurance
and Trade Compliance, reviewed
and assessed the annual internal
audit plan, reviewed the results of theinternal auditor’s work, considered
whether the quality, experience andexpertise of internal audit remains
appropriate for the business andreviewed the actions taken bymanagement to implement therecommendations of internal audit andto support the effective working of theinternal audit function.

The Chair also held a one-to-one
meeting with the Head of Risk,
Assurance and Trade Compliance inJanuary 2024 to discuss key risk areas
in advance of the new financial year.
Following due consideration, theCommittee agreed that the internal
audit function had remained effective.

External auditor
The Committee has principal
responsibility for managing therelationship with the external auditor,
including assessing its performance,
effectiveness and independence andmaking recommendations to the Board
regarding its reappointment, removal
and terms of engagement, including
all fees.
BDO LLP ('BDO') was reappointed asexternal auditor at the 2023 Annual
General Meeting, having been initiallyselected to undertake this role witheffect from the financial year ended 31
March 2021 following a competitive
tender process. In line with thecurrent requirement to complete atender for audit services every ten
years, the Committee intends to
conduct a tender process ahead of
the financial year ended 2031. Thisremains subject to the outcome of
the Committee’s annual assessmentof the performance, effectivenessand independence of the incumbent
external auditor. The Committee
regularly meets with the external
auditor, both with and without the
Executive Directors or members of the
management team present, to discuss
any appropriate matters in a frank andopen manner.

Audit strategy
BDO presented its proposed audit
strategy and plan for the financial
year ended 31 March 2024 to theCommittee. The suggested strategy
had been informed through feedback
from various stakeholders including
the Committee Chair, Chief Financial
Officer and Group Financial Controller.
The proposal included details of therecommended scope, materiality,
fees and timelines plus the principal
areas of audit risk and the anticipatedapproach for addressing such.
Following due consideration, theCommittee approved BDO’s proposed
audit strategy and plan.

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Overview

AUDIT AND RISK COMMITTEE REPORT continued
Effectiveness review

Independence and objectivity

The Committee has a responsibility toreview the effectiveness of the audit
process, including an assessment of
the quality of the audit, the handling of
key judgements by the auditor, and theauditor’s response to questions fromthe Committee.

The Committee should assess on anannual basis the external auditor’s
independence and objectivity taking
into account relevant law, regulation,
the Ethical Standard and otherprofessional requirements and theGroup’s relationship with the auditor
as a whole, including any threats tothe auditor’s independence and thesafeguards applied to mitigate thosethreats including the provision of any
non-audit services.

As part of its assessment in respectof the financial year ended 31 March
2023, the Committee consideredreports from BDO and feedback fromkey members of the finance teams
across the Group. The assessment
noted that BDO had demonstrated
strong investigative, analyticaland judgemental competence inaddition to providing a good degreeof challenge to management.
BDO’s increasing familiarity with theGroup and individual business units
had supported the delivery of theaudit at a component level. It wasrecognised that there had been adelay to the completion of the annual
audit as a result of BDO requesting
additional time to finalise its audit
quality control procedures, and that
this had caused the company’s 2023
AGM to be delayed to 19 September
2023 and the payment of the final
dividend to be delayed to 12 October
2023. The Committee noted thatthe audit client service received inthis context, particularly regarding
communication, was not consideredsufficient. Subsequent discussions with
BDO had provided confidence that thesame issues would not be encounteredduring the audit in respect of thefinancial year ended 31 March 2024.
Following due consideration theCommittee agreed that the audit,
particularly its quality, had beeneffective. The Committee also noted
the FRC’s Audit Quality Inspection andSupervision report relating to BDO as
published in July 2023, and confirmedthat it would continue to work with
BDO to ensure that the audit quality
received by the company remained
appropriate.
In line with the Committee’s
structured programme of activities, anassessment of the effectiveness of theaudit for the financial year ended 31
March 2024 is expected to be carriedout in September 2024.

To make this assessment, theCommittee obtains confirmationfrom the external auditor regardingwhether it considers itself to remain
independent and also satisfies
itself that there are no relationships
between the auditor and the company(other than in the ordinary courseof business) which could adversely
affect the auditor’s independence andobjectivity. During the financial year,
the Committee made this assessment
in both June 2023 and January 2024,
in addition to again assessing in June
2024. In January 2024 and June 2024,
the Committee was comfortablethat BDO remained independent andobjective. As explained in the Report
and Financial Statements 2023, inJune 2023 the Committee noted that
BDO had identified a breach of the
FRC’s Ethical Standard, through theprovision of services by BDO, Singapore
to Oxford Instruments Private Limited in
2021 and 2022.

Upon identifying this breach, theprovision of such services was
immediately terminated. BDO
completed an investigation tounderstand the circumstances ofthe breach, with the outcome of thisexercise being that it has enhanced theapplicable processes and proceduresto prevent future breaches of thisnature occurring. In this context andnoting the financially immaterial natureof the breach, with the prohibited
services incurring under £1,000 in fees,
the Committee remained comfortablethat BDO remained independentand objective.

NIGEL SHEINWALD

Non-audit services

Chair of the
Sustainability Committee

The Committee oversees thecompany’s formal policy regarding
the provision of non-audit services by
the auditor, including prior approval of
non-audit services by the Committee
and specifying the types of non-audit
service to be pre-approved, andassessment of whether non-audit
services have a direct or material effecton the audited Financial Statements.
During the financial year, theCommittee approved the provision of
non-audit services by BDO amounting
to £8k which, when considered inlight of the audit fees amounting to£1,102k, represented a non-audit fee
to audit fee ratio of 1:144 or 0.68% of
the total fees payable to the auditor
and its associates. A further illustrationof this comparison can be seen in thefollowing table.

Fees

Proportion£1,102k

95%

Audit-related assurance services

£50k

4.31%

Non-audit services

£8k

0.69%

£1,160k100%

Total fees payable to the auditor
and its associates

See Note 5 of the Financial Statements for further information regarding theexternal auditor’s remuneration.

Statement of Compliance with the Competition and Markets Authority(CMA) Order
The company confirms that it has complied with The Statutory Audit Services forLarge Companies Market Investigation (Mandatory Use of Competitive Processes
and Audit Committee Responsibilities) Order 2014 (Article 7.1), including withrespect to the Audit and Risk Committee’s responsibilities for agreeing the audit
scope and fees and authorising non-audit services.

Reappointment of external auditor
BDO LLP has expressed its willingness to continue as auditor of Oxford
Instruments plc and separate resolutions will be brought to the Oxford Instruments
plc 2024 AGM, proposing BDO LLP’s reappointment as auditor and to authorise
the Board, through the Committee, to negotiate and agree its remuneration.
www.oxinst.com

Governance

Financial Statements

SUSTAINABILITY COMMITTEE REPORT

Audit and non-audit fees for the financial year ended 31 March 2024

Audit fees

Strategic Report

Dear Shareholder,I am pleased to present the report of
the Sustainability Committee for theyear ended 31 March 2024.
The Committee has continued todischarge its wide-ranging remit
covering the company’s policies andperformance in the environmental,social and governance areas.

Committee membership
The current members of
the Committee are:Nigel Sheinwald (Chair), Neil
Carson, Alison Wood, Mary
Waldner, Reshma Ramachandranand Hannah Nichols.

Changes to Committee
membership:
Richard Friend stepped down asa member of the Committee upon
his resignation from the Board
on 28 July 2023 and Hannah
Nichols joined as member of theCommittee upon her appointment
to the Board on 1 January 2024.
•

For details of attendance at
Committee meetings during thefinancial year, see page 98.

•

For the biographies of all
Committee members, seepages 86 to 88.

We have monitored progress towards
achieving our net zero targets andhave welcomed the strengthening
and re-baselining of our data acrossScopes 1, 2 and 3, enabling a morerobust foundation from which toaddress our ambitious targets. Basedon this work, the Board has moved toaccelerate our Scope 1 and 2 targets
for 2030 (that is, all those areas which
are under our direct control). Having
previously set targets of a 50% and
70% reduction respectively, we are now
setting the target to reach net zero in
Scopes 1 and 2 by 2030.
Our focus will now shift to refining
the detail of our roadmap to net zero,developing interim targets for our
Scope 3 emissions (which constitutethe largest element of our total), andassessing the progress made towards
our goals. For more detail, read our
Sustainability Report on pages 34 to 57.
The Committee welcomed thestructure developed by management
to deliver against the sustainability
agenda across the company, under
the direction of the Sustainability
Leadership Forum which reports to the
Sustainability Committee.
We spent time considering the socialand governance elements of thecompany’s sustainability agenda. The
Committee considered in particular thecompany’s developing approach andinternal targets and measures relating
to equity, diversity and inclusion.
We were pleased to emphasise
our support for the initiatives being
undertaken to drive change within
the Group, such as the development
and launch of our equity, diversity
and inclusion policy; the publicationof our first ethnicity pay gap reportingin the UK, and the launch of new
employee impact groups focused onneurodiversity and women’s issues.

Oxford Instruments remains committed
to being the company where the best
people in our sector want to work, todeveloping the next generation of theworkforce, and to training our people
and enabling their career development
and employability. We therefore
welcomed the ongoing activity acrossthis area, including the expansion ofboth the number of participants andthe range of opportunities offeredin our apprenticeship and graduate
programmes; the careers pathway
guidance available; the range oftraining provided to managers; andthe piloting of a new Foundations
programme for emerging talent. For
more information, see page 55.
We were also very pleased to notethat MSCI, a leading provider of criticaldecision support tools and services forthe global investment community, hasrated our ESG practices as AA, its second
highest rating – citing in particular that
we lead amongst our global peers incorporate governance practices.
The Committee continued to support
the priority given by management
to further improving our health andsafety performance.
Recognising the importance of utilising
remuneration structures to promoteand drive the behaviours and positive
impacts we desire for the Group,
we supported the Remuneration
Committee in devising appropriate
sustainability-related performancemeasures. These will be implemented
for the awards made to Executive
Directors during FY24/25. For further
information, see the Directors’
Remuneration Report on pages
120 to 143.
As part of the Board’s formal
programme of employee engagement
activity, I was pleased to co-host asession with a group of employees
as part of the full-Board site visit to
our new compound semiconductor
technology site at Severn Beach near
Bristol. The attendees, who spanned abroad range of roles in the company,
confirmed the strong appetite
among employees for progressing
our sustainability agenda across a
range of initiatives which matter tothem, from fostering a supportive andinclusive culture to addressing thedesign and packaging of our products.

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Governance

SUSTAINABILITY COMMITTEE REPORT continued
Participants welcomed the support inplace for maternity cover and flexible
working, while from an environmental
perspective, there was a constructive
discussion about opportunities to use
more reusable materials.
The Committee noted the appointmentof a new external adviser onsustainability matters and looks
forward to working with them in theyear ahead.
We are pleased to have published
our integrated Sustainability Report,
which is available on pages 34 to
57 and includes our Task Force on
Climate-related Financial Disclosures
Statement, as set out on pages 40
to 50. The standalone version of the
Sustainability Report will be publishedon our website at: www.oxinst.com/
sustainability. We are committed
to building on past progress andcontinuing to challenge ourselves
to go further.

Key responsibilities
The current key responsibilities of the Committee per its terms of reference,
are as follows:••

Determine the guiding principles to be used when setting targets inrelation to the Group’s sustainability goals and implementation plans.

•

Regularly review and provide advice on the Group’s ongoing activities andprogress in relation to the three key elements of its sustainability agenda,
broadly comprising environmental, social and governance-related matters,
as follows:– Environmental: review with management and recommend to the Board
for approval, sustainability‑related targets, including environmental
targets and timescales; review the company’s progress towards
decarbonisation of energy use globally; and consider and recommend to
the Board for approval, the methodology to be used for achieving net zero.
– Social: review any relevant externally published policies and statements
and approve targets set in respect of the following areas: equity,
diversity, inclusion and belonging; health, safety and wellbeing;
investing in our people; next-generation talent; and community impact.
– Governance: review any relevant corporate policies and approvetargets set, in respect of the following areas: anti-bribery and anticorruption; sanctions, export control and customs; dissemination of
inside information to the market and share dealing; supply chain
responsible sourcing; human rights and modern slavery; intellectual
property and confidentiality; data protection, data privacy and data
security; and financial sustainability and tax transparency.

I will be available at the AGM toanswer any questions you may haveregarding the work of the Committee.
Should you have any queries in themeantime, I would be very happy tohear from you.

NIGEL SHEINWALD
Chair of the Sustainability Committee
10 June 2024

Review all sustainability-related narrative reporting and external
disclosures, including, but not limited to, those relating to the Greenhouse
Gas Protocol, Streamlined Energy and Carbon Reporting Regulations,Sustainable Development Goals and the Task Force on Climate-related
Financial Disclosures.

•

Through policy reviews and discussions with management, seek to ensurethat the highest ethical standards and concern for human rights areembedded in the company across its global operations.

Committee composition
In line with its terms of reference,
which are available on our website at:www.oxinst.com/investors-content/
advisers-and-company-secretary, theCommittee comprises a majority of
independent Non-Executive Directors.
Nigel Sheinwald, the Committee
Chair, brings a wealth of skills andexperience, particularly from his timeas Chair of Shell plc’s equivalent
Sustainability Committee.

Meetings
The Sustainability Committee
holds a minimum of three meetings
annually, as required under its termsof reference, and this year held fivemeetings. Standing attendees atmeetings include the Chief Executive
Officer, Chief Financial Officer and Chief
HR Officer. Other members of senior
management may also attend as
required. The Company Secretary is thesecretary to the Committee.

The key activities and areas of focus
for the Committee during the year are
as set out below.

•

Considered and endorsed updates
to the company’s environmental
policy.

•Kept up to date with the activities
ongoing to achieve the company’s
net zero targets.

••

Supported the Remuneration
Committee to develop appropriate
sustainability-related performancemeasures to be implemented forthe awards made to Executive
Directors during FY23/24 andFY24/25.

Agreed that suitable external
attendees should continue to be
invited to present on relevant topics
at future meetings, to help ensurethat the Committee keeps up todate with the wider sustainability
landscape so that its work anddecisions can be delivered on an
informed basis.

•

Post year end, reviewed andrecommended to the Board forapproval, the sustainability-related
narrative reporting and external
disclosures, including our integrated
Sustainability Report, which isavailable on pages 34 to 57 andincludes our Task Force on Climaterelated Financial Disclosures
Statement, as set out on pages
40 to 50 and our standalone
Sustainability Report which will be
published on our website at:www.oxinst.com/sustainability.

•

Received updates from the Chief
Executive Officer and management
regarding climate-change
related matters.

•

Received an insightful presentationfrom the sustainability lead at acomparable, adjacent company
regarding its sustainability agenda,
including progress to date and thecompany’s future priorities.

•

Via papers and attendance of
selected members at Committee
meetings, maintained oversightof the activities of the internal
Sustainability Leadership Forum,
which leads on delivery of thecompany’s sustainability agenda
on a day-to-day basis within
the organisation.

•

Considered the annual review ofsocial matters forming part of thecompany’s sustainability agenda.
Noted the maturing approach andinternal targets and measuresrelating to equity, diversity andinclusion, amongst other things.
Emphasised its support for theongoing social initiatives being
undertaken and developed to drivechange and enhance the culture
within the Group.

•

Noted the annual review ofprogress in line with the company’ssustainability governance agenda,
remaining mindful of developments
to either the internal approach or
the external landscape impacting
the key aspects of this pillar of thesustainability agenda.

Committee performance
review
During the year, an internal
performance review of the effectivenessof the Committee was conducted aspart of the wider review of the Boardand the Board Committees. Moreinformation can be found on pages
102 to 103. The review found that
the Committee functions effectively
and that matters are dealt with in athoughtful and rigorous manner.

How the Committee spent its
time during the year ended
31 March 2024
The responsibilities of the Committee
are set out in its terms of reference,
which were last reviewed in January2024 and which are summarised on
page 118. Whilst these responsibilities
guide the operation of the Committee
and shape its agenda, it will also
consider other matters as requested by
the Board and as relevant to its remit.

www.oxinst.com

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REMUNERATION COMMITTEE REPORT
Letter from the Chair of theRemuneration Committee
Dear Shareholder,I am pleased to introduce the Directors’
Remuneration Report for the year
ended 31 March 2024. The report ispresented in three sections:••

The Directors’ Remuneration Policy(‘Policy’), which was approved at the2023 AGM.

•

The Annual Report on
Remuneration, detailing the
remuneration outcomes for theyear ended 31 March 2024 and theimplementation of the Policy for theyear ahead.

ALISON WOOD
Chair of the Remuneration
Committee

Committee membership
The current members of
the Committee are:
Alison Wood (Chair), Neil Carson,
Mary Waldner, Nigel Sheinwald,
Reshma Ramachandran and
Hannah Nichols.

Changes to Committee
membership:
Richard Friend stepped down asa member of the Committee upon
his stepping down from the Board
on 28 July 2023 and Hannah
Nichols joined as member of theCommittee upon her appointment
to the Board on 1 January 2024.
•

For details of attendance at
Committee meetings during thefinancial year, see page 98.

•

For the biographies of all
Committee members, seepages 86 to 88.

My annual statement as Chair,summarising the work of theCommittee during the year.

Wider employee
remuneration
In what has continued to be a busy
year on executive remuneration
matters, the Committee has been keen
to ensure that our wider workforce
has continued to receive carefulconsideration in the wider market
and economic contexts. We werepleased to note that base salaries for
UK employees would increase 3.8%
on average this year, and that thecompany pays above minimum wage
across the world and above the living
wage in the UK. We also aim to provide
benefits which are above the statutory
minimums, where appropriate.
The structure of bonus plans
throughout the organisation is aligned
to incentivise the behaviours which
deliver value, both financial and nonfinancial, to shareholders and our
key stakeholders.
More generally, to ensure that our
workforce is appropriately balanced
in relation to gender, ethnicity,
neurodiversity, disability and otherfactors, there are processes in place
to address unconscious diversity andinclusion biases during recruitment,
including the use of balanced
shortlists, and in decisions aboutcareer progression and remuneration.

www.oxinst.com

In May 2024 I was delighted tohost a session with a number ofcolleagues from HR roles across theGroup, focusing on the alignment ofexecutive remuneration with our wider
remuneration structures.

Operation of the Remuneration
Policy in 2023/24
Performance for the year ended
31 March 2024 was good, with thecompany’s business model andstrategy continuing to drive robust
revenue growth, positive book-to-billand a healthy orders pipeline, andgood progress made against strategic
initiatives.
The outcome for the 2023/2024
annual bonus scheme was calculated
based on a combination of profit
before tax, cash conversion, operating
profit margin and non-financial
strategic targets.
The profit element achieved fullpayout, but operating profit marginand cash conversion did not achieve
the stretching target range. This
results in a payout relating to thefinancial elements of the scheme,of 75% of salary for both the Chief
Financial Officer (CFO) and the former
Chief Executive Officer (CEO), out of a
maximum of 150% of salary. The nonfinancial strategic targets were basedon specific operational improvements,
implementation of new businesssystems and progress in line with thecompany’s sustainability agenda.
Having considered each element
carefully, we determined achievementof 15% out of 25% of base salary
opportunity for the former CEO and the
CFO. The overall bonus achieved wastherefore 90% of salary for the CFO
and former CEO (prior to pro-rating forthe former CEO, based on his periodof active service during the year). Onethird of the annual bonus will be paidin shares, which must be retained forthree years.

Awards granted in 2021 under the
Performance Share Plan (PSP) werebased on two equally weighted
performance measures. Earnings Per
Share (EPS) was assessed over thethree years to 31 March 2024 andachieved a performance level at 95%
of maximum, with compound EPS
growth of 11.5% per annum. In the final
year of the performance period Returnon average Capital Employed (ROCE)
was 30.5% and therefore achieved aperformance level of 100%. As a resultof this strong performance, the 2021
PSP grant will vest at 97.5% overall. A
two-year holding period applies to thevested award.
Whilst not a performance measurefor the 2021 PSP award, we werepleased to note that the company’s
Total Shareholder Return (TSR) over thethree‑year PSP performance period
was +15.9%, compared to the FTSE 250
Index at -7.4%.
Given the company’s good
performance during 2023/24 and over
the three-year performance period,
there has been a robust link between
reward and performance, as well asalignment with investor returns. We aresatisfied that the Policy has operated
as intended and the remuneration
outcomes are appropriate, considering
the relativities between outcomes for
employees and Executive Directors, andthe wider stakeholder experience as set
out above. We therefore concluded that
it would not be necessary to exercise
discretion to adjust the 2023/24
incentive outcomes.

Chief Executive Officer
succession
Richard Tyson succeeded Ian Barkshireas CEO with effect from 1 October
2023. Details of their remuneration
arrangements were provided in theReport and Financial Statements 2023
and further information can also befound in this report.
As he joined part-way through the year,
a strategic element for his 2023/2024
annual bonus scheme award was notincluded for Richard as incoming CEO
and instead the other measures were
adjusted proportionately.

The payout relating to the financial
elements of the scheme, will be 90%of salary (prior to pro-rating for the
proportion of the year served in hisrole). One third of the annual bonus
will be paid in shares, which must be
retained for three years.

Operation of the Remuneration
Policy in 2024/25
We carefully reviewed therecommendations and supporting
benchmark data regarding basesalary increases for employees. In that
context we determined that the basesalary for the new CEO and the CFO
will increase by 3% from £570,000
to £587,100 and from £400,000 to£412,000 respectively, being, below
the average UK workforce increaseof 3.8%.
The annual bonus opportunity for2024/25 will remain at 150% ofsalary and performance measures
will continue to be based on profit
growth (50%), cash conversion (16.7%),
operating profit margin (16.7%) andnon-financial strategic objectives(16.7%). One-third of any bonus payable
will be delivered in shares which must
be retained for three years.
Awards under the Long-Term Incentive
Plan (LTIP) will be at 200% of salary for
the CEO and 175% of salary for the CFO.
Last year, as part of the Committee’s
work to review the Policy, we madesignificant changes to the performancemeasures for LTIP award. This year,
we will retain the same broad mixof measures to provide a rounded
overall assessment of performance.
The measures for the 2024 grant will
therefore be EPS (30%), ROCE (30%),
TSR (25%) and two sustainabilityrelated measures (15%).
The EPS measure will requirecompound annual growth of between
2% and 8% over three years and the
ROCE measure will be based on atarget range of 26%-30%. TSR will bemeasured relative to the companies
comprising the FTSE 250 Index,
requiring median performance forthreshold vesting and upper quartile
performance for maximum vesting.

The target range for the EPS growthmeasure has reduced slightly from theranges applying to prior years’ awards.
This recognises the relatively high2023/24 profit baseline from where thegrowth is measured over the next three
years. It also takes into account higher
corporation tax which means that EPS
growth is forecast to be materiallyflatter than PBT. Finally, this takes into
account the more challenging market
conditions that we anticipate. Similarly,
the target range for the ROCE measure
has also been reduced slightly, albeit
the Committee recognises that it is still
sector leading. We are satisfied thatthese target ranges are appropriately
stretching in light of both the businessplan and market outlook, as well as
the grant levels under the Policy andanticipate that we should be able torevert to target ranges more in line withhistoric norms from next year.
The sustainability targets arealigned to our long-term strategy
and will require (i) a continued
significant reduction in our Scope
1 and Scope 2 emissions by way ofcompleting at least two of our siteheating infrastructure projects and(ii) achievement of improvements
in female representation inleadership positions.

Non-Executive Directors’(NED) fees
The fees of the Chair and NEDs will
increase by 3%. This is consistent
with the base salary increase for
the Executive Directors and is below
the average increase across our
UK workforce.

Conclusion
We hope that you will be supportiveof the annual advisory vote to approve
the Annual Report on Remuneration at
our AGM on 25 July 2024.

ALISON WOOD
Chair of the Remuneration
Committee
10 June 2024

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REMUNERATION COMMITTEE REPORT continued

Strategic Report

DIRECTORS’ REMUNERATION REPORT
Remuneration at a glance

Key responsibilities
The Remuneration Committee (the ‘Committee’) is responsible for recommending to the Board the remuneration
packages for Executive Directors and has oversight of the pay, bonus and share incentive strategy for the Group’s
executive management. The Chair and the Executive Directors are responsible for determining the remuneration of theNon‑Executive Directors, and the Remuneration Committee, in the absence of the Chair, is responsible for determining
the remuneration of the Chair. The key responsibilities of the Committee include:•

determining the Remuneration Policy for the Executive Directors and senior leadership;•considering and determining the components and total remuneration packages for the Executive Directors;•

determining the Policy for pension arrangements, service agreements, recruitment terms and termination payments
for Executive Directors;•

designing effective performance‑related incentive plans aligned, for Executive Directors and senior leaders, to thebusiness strategy and the wider workforce;••

The Committee sets stretching performance targets for the annual bonus and performance share plan, that areclearly linked to the strategy and financial performance of the Group. The outcomes in respect of the financial year ended 31
March 2024 are as set out below.

Annual bonus
Adjusted PBT

LTIPCash conversion

Threshold:£82.4mThreshold:82%

Target:£84.4mTarget:85%

approving the structure and targets for all performance‑related remuneration plans for executives as well as theoverall payments made under such plans; andMax:£86.4mMax:

92%

reviewing and noting Remuneration Policy and trends across the Group and considering the Executive Directors’
remuneration within this context.

ActualCommittee composition
In line with its terms of reference,
which are available on our website at:www.oxinst.com/investors-content/
advisers-and-company-secretary theCommittee comprises a majority of
independent Non-Executive Directors.
Alison Wood has held the role of Chairof the Committee since 26 January
2021 and has significant priorremuneration committee experience,in particular, chairing remunerationcommittees at other listed companies,
and is sufficiently experienced toundertake this role in line with Provision
32 of the UK Corporate Governance
Code 2024.

Meetings
The Remuneration Committee holds aminimum of two meetings annually, as
required under its terms of reference,and this year held seven meetings.
Standing attendees at meetings may
include the Chief Executive Officer,
Chief Financial Officer and Chief HR
Officer. Other members of senior
management may also attend as
required. The Company Secretary is
the secretary to the Committee.

www.oxinst.com

Financial Statements

GovernanceCommittee performance
review
During the year, an internal
performance review of theeffectiveness of the Committee
was conducted as part of the wider
review of the Board and the Board
Committees. More information canbe found on pages 102 to 103. The
review found that the Committee
functions effectively and that matters
are dealt with in a thoughtful andrigorous manner.

Committee advisers
Korn Ferry was the Committee’s
independent remuneration consultant
during the year and continues withthis appointment in 2024/25. Korn
Ferry is appointed by the Committee
to provide advice on all aspects ofexecutive remuneration as requiredby the Committee.

Korn Ferry is a signatory to theRemuneration Consultants’ Code of
Conduct and has confirmed to theCommittee that it adheres to theCode. During the year, Korn Ferry had
discussions with the Committee Chairon remuneration matters relevantto the company and on how best its
team can work with the Committee
to meet the company’s needs. The
Committee is satisfied that the advice
it received from Korn Ferry for the year
ended 31 March 2024 was objective
and independent.
Fees are charged predominantly on atime spent basis. The total fees paid to
Korn Ferry for the advice provided to
the Committee during the year were
£95,591 (excluding VAT).

86.6m

64%

Adjusted operating
profit margin
18.0%

Target:

18.2%

Max:

18.3%

Max:

12% pa CAGR

Return on capital employed

Targets based on a range ofobjectives linked to operational
effectiveness, business systems
and our sustainability agenda.

Threshold:

24%

Max:

30%

Actual 2023/24

30.5%

Actual

17.1%

4% pa CAGR

11.5%

Strategic objectives

Threshold:Threshold:

Actual (CAGR over
3 years to 31 March 2024)

Actual£Earnings per share
growth (% CAGR pa)

For details see / pages 133 and 134

For details see / page 135

Executive Directors’ remuneration at a glance
Total remuneration payable for 2023/24
Base salary£’000

Benefits£’000

Pension£’000

Annual bonus
£’000

LTIP
£’000

Other
£’000

Total
£’000

Richard Tyson1

285

13

15

256

N/A

823

1,392

Ian Barkshire

269

27

26

246

646

5

1,219

395

24

32

360

503

0

1,314

Gavin Hill1.

1

On 1 October 2023, Richard Tyson succeeded Ian Barkshire as Chief Executive Officer.

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DIRECTORS’ REMUNERATION REPORT continued
Directors’ Remuneration Policy (A)This part of the Directors’ Remuneration Report sets out the Group’s Remuneration Policy (‘Policy’) for its Directors.

Principle

Committee approach

The Policy was subject to a binding shareholder vote at our AGM on 19 September 2023 and the Policy, unless changed
with shareholders’ prior agreement, will continue until the 2026 AGM. The complete approved Policy can be found in the
Directors’ Remuneration Report in the Report and Financial Statements 2023, which is available on our website atwww.oxinst.com/investors-content/financial-reports-and-presentations

Proportionality – the link between
individual awards, the deliveryof strategy and the long-term
performance of the company
should be clear. Outcomes should
not reward poor performance.

•

Variable pay comprises the majority of the Executive Directors’ packages, with theindividual limits and payout for different levels of performance set out in the Policy
and the scenario charts within this Directors’ Remuneration Report.

•

The performance conditions are aligned to strategy and the targets are set to be
stretching to reward for delivering above-market returns.

•

The Committee retains discretion to override the formulaic outturns of incentives if
the payout does not reflect broader company performance and other factors.

Alignment to culture – incentive
schemes should drive behaviours
consistent with company purpose,values and strategy.

•

The alignment of metrics to the medium and long-term strategy ensures
behaviours consistent with the company’s purpose and values are being
encouraged.

•

Clawback and malus provisions discourage behaviours that are not consistent withthe company’s purpose, values and strategy.

•

The Committee reviews the wider workforce pay and policies to ensure there isalignment with the Executive Directors’ Remuneration Policy and that remuneration
is designed to support the company’s people-centric culture. There is a broadly
consistent implementation of the Policy throughout the senior management team.

Policy overview
The Policy promotes the delivery of the Group’s strategy and seeks to align the interests of Directors, shareholders andother stakeholders. The Committee regularly reviews the link between its incentive structures and strategy to ensure that
remuneration packages are appropriate to attract, motivate and retain the high calibre executives that are needed to deliver
the Group’s strategy.
The company seeks to reward executives fairly and responsibly based on Group performance and their individual
contribution. The company has a strategy aimed at delivering significant, balanced and sustainable long‑term growth andit is important for motivation and retention that the remuneration of the executives reflects this.
The Committee carefully considers the motivational effects of the incentive structure in order to ensure that it is effective
and does not have an unintentional negative impact on matters such as governance, environmental or social issues. Moregenerally, the Committee ensures that the overall Policy does not encourage inappropriate risk-taking.

The Committee’s approach to determining, reviewing and implementing the new Policy

Consideration of shareholder views

The Committee considered the following factors described below when determining the new Policy. For details of how wewill implement the Policy for 2024/25, see pages 142 to 143.
Principle

Committee approach

Clarity – remuneration
arrangements should betransparent and promote effective
engagement with shareholders
and the workforce.

•

The metrics used in our annual bonus have a direct link to our company KPIs,
which are familiar to our shareholders and the workforce.

The Committee considers feedback from shareholders received at each AGM, together with any feedback from additional
meetings, as part of any review of Executive Director remuneration. In addition, the Committee engages proactively withshareholders and their proxy advisers where any material changes to the Policy are proposed. As part of the Policy review
during FY23, the Committee wrote to 20 of our largest shareholders and the major shareholder representative bodies to
consult on the proposed Policy and its operation going forward. Shareholders were invited to provide any feedback they had
and were offered the opportunity to discuss the proposals with the Committee Chair.

•

Performance Shares are linked to our long-term business strategy, familiar to ourshareholders and the workforce.

Remuneration Policy•

The Remuneration Committee consults with shareholders to explain and clearly
set out any proposed changes to the Policy and is committed to having an open
and constructive dialogue with shareholders.

Simplicity – remuneration
structures should avoid complexity
and their rationale and operation
should be easy to understand.

•

Our Remuneration Policy is in line with market norms.

•

The application of the Policy is described clearly each year in this report with aclear link between reward and performance.

Risk – remuneration arrangements
should ensure reputational andother risks from excessive rewards,
and behavioural risks that can arise
from target-based incentive plans,
are identified and mitigated.

••

Performance Shares (with holding periods), annual bonus deferral in shares,
together with share ownership requirements, including post-employment shareownership requirements, ensure executives are not encouraged to make shortterm decisions but to deliver sustainable shareholder returns over the long term forthe benefit of all stakeholders.

Predictability – the range ofpossible values of rewards toindividual Directors and any otherlimits or discretions should be
identified and explained at the timeof approving the Policy.

•

The scenario chart on page 129 sets out the potential rewards available to the
Executive Directors under three different performance scenarios.

•

Limits to incentive plans and the basis for the Committee to use discretion are
clearly set out.

www.oxinst.com

Element of pay: Base salary
Purpose and link to strategy•

The Committee has ensured that risks are identified and mitigated by:– having discretion to override the formulaic outturn of incentives; and– having robust clawback and malus provisions.

•

To provide a competitive andappropriate level of basic fixed
pay to recruit and retain superiortalent and avoid excessiverisk‑taking that might otherwise
result from an over‑reliance onvariable remuneration.
Reflects the experience,
performance and responsibilitiesof the individual.

Operation

Maximum opportunity•

Normally reviewed annually with any
increase usually effective 1 July.

•

There is no minimum or
maximum annual increase.

•

Takes account of experience, performanceand responsibilities as well as theperformance of the company, the complexityof the role within the Group and salary
increases for employees generally.

••

Set with regard to market data forcomparable positions in similar companies
in terms of size, internationality, businessmodel, structure and complexity, including
within the industry.

•

Pay rises typically aligned with or below thatof the workforce.

Higher increases than the
average percentage for theworkforce may be appropriate;
for example, where an
individual changes role or their
responsibilities increase, where
the complexity of the Groupchanges, where an individualis materially below market
comparators or is appointed ona below‑market salary with the
expectation that his/her salarywill increase with experience andperformance.

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DIRECTORS’ REMUNERATION REPORT continued
Directors’ Remuneration Policy (A) continued
Element of pay: Benefits
Purpose and link to strategy•

Provided on amarket‑competitive basis, aids
retention and follows the reward
structure for all employees.

Element of pay: Long-Term Incentive Plan (LTIP)
Operation•

Currently include, but are not limited to,the cost of:Maximum opportunity•– life assurance;– private medical insurance;– company car benefit (car, driver, carallowance, fuel); and/or•– overnight hotel accommodation where
necessary to enable the executive to carryout his duties efficiently at the Head Officeand other company sites.
•

Executive Directors are also eligible toreceive long service awards in line with other
employees.

•

The benefits provided may be subject
to amendment from time to time by theCommittee within this Policy.

•

Relocation costs and other incidental
expenses may be provided as necessary
and reasonable.

•

Purpose and link to strategy

The value of benefits varies fromyear to year depending on thecost to the company and is not
subject to a specific cap.

•

Benefit costs are monitored andcontrolled and represent a small
element of total remuneration
costs.

••

To incentivise the executives
and reward them for meeting
stretching long-term targets
linked to the business strategy.
To align the Directors’ interests
with those of shareholders.

•

To contribute towards the cost ofliving in retirement.

••

Company contributions to a money purchasepension scheme and/or salary supplement.

Maximum opportunity•

Pension contributions (or salary
supplement in lieu) are aligned
to the maximum employer
contribution applying to themajority of the UK workforce,currently 6% of salary.

•

Drives and rewards the
successful achievement oftargets set at the start of theyear with performance normallyassessed over a one-year period.

www.oxinst.com

Operation••

Performance targets based on the key
performance indicators and strategic
objectives of the business.
At least 70% of the bonus is based on
financial metrics and the balance on
non‑financial/strategic metrics.

•

One-third of any bonus earned will be paidin shares, which are beneficially owned andwhich must be held by the Executive Director
for at least three years.

•

The Committee may use discretion to
override the result of any formula-driven
bonus payment.

•

Clawback and malus provisions apply for
misstatement, error, misconduct, corporate
failure or reputational damage, or in othercircumstances at the discretion of theCommittee.

Up to 15% of salary payable forachieving threshold performance.

•

75% of salary at year end
payable at target performance.

•

150% of salary at year end
payable for maximum
performance.

Awards may be granted in conjunction witha tax-advantaged option granted under
the applicable schedule to the LTIP (aLinked Option). This arrangement gives theparticipant and Group the opportunity tobenefit from the tax treatment applicable totax advantaged options without increasing
the pre-tax value of the award delivered tothe participant.

•

Up to 25% of the awards will vest at
threshold performance under eachperformance condition.

•

Vested awards must be held for a further
two years before sale of the shares (otherthan to pay tax).

•

The Committee may use discretionto override the result of any formuladriven payment.

•

Clawback and malus may be applied for
misstatement, error, misconduct, corporate
failure or reputational damage, or inother circumstances at the discretion of
the Committee.

Maximum opportunity•

Awards structured as options may havea zero exercise price or an exercise
price equivalent to the par value of an
ordinary share.

The Committee will set targets each year
linked to the long-term business strategy
and may be based on financial performance,
a stock market‑based metric and nonfinancial performance.

Element of pay: Annual bonus
Purpose and link to strategy

Annual awards of Performance Shareswith vesting subject to achievement of
performance targets. Both the vesting andperformance period will normally be over athree-year period.

•

Benefits are not part of pensionableearnings.

Operation••

Facilitates share ownership toprovide further alignment withshareholders.

Element of pay: Pension
Purpose and link to strategy

Operation

Maximum opportunity•

The maximum award limit is200% of salary.

•

If an LTIP award is granted as a
Linked Option, the shares subject
to the tax-advantaged option towhich it is linked will not counttowards the award limit.

•

In a recruitment situation the limit
may be exceeded to facilitate
a buy-out award (see further
details in the ‘Recruitment andpromotion policy for Executive
Directors’ section on page 130).

•

Dividend equivalents may accrue
on the LTIP awards over thevesting and holding period andwould normally be paid out asshares in respect of the numberof shares that have vested.

Element of pay: All-employee share schemes
Purpose and link to strategy•

To encourage employee shareparticipation.

Operation•

The company may from time to time
operate tax‑approved share schemes (suchas the HMRC‑approved Share Incentive
Plan (SIP)) for which Executive Directors
could be eligible.

•

The SIP is open to all UK permanent staff.

Maximum opportunity•

The schemes are subject to thelimits set by tax authorities.

127

128

Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Financial Statements

Governance

DIRECTORS’ REMUNERATION REPORT continued
Directors’ Remuneration Policy (A) continued
Discretion retained by the Committee in operating its incentive plans

Element of pay: Shareholding guideline
Purpose and link to strategy•

To further align Executive
Directors’ interests withshareholders’.

Operation•••

The Committee has establishedshareholding guidelines which encourage
the Executive Directors to build and retain
a holding of company shares equivalent to200% of base salary.

Maximum opportunity•

Not applicable.

The Committee operates the Group’s incentive plans according to their respective rules and in accordance with HMRC rules,
where relevant. To ensure the efficient administration of these plans, it may apply certain operational discretions, including:

Until the guideline is met, Executive
Directors are expected to retain or acquire
shares equivalent to the value of 50% of the
net amount realised from exercise/vestingof share awards as appropriate after
allowing for tax payable.

•

selecting the participants in the plans;•

determining the timing of grants and/or payments;•

determining the quantum of grants and/or payments;•

determining the extent of vesting based on the assessment of performance;•

determining ‘good leaver’ status and, where relevant, the extent of vesting in the case of the share‑based plans;

Post cessation of employment there will
be a requirement to retain the lower of thelevel of shareholding at that time, or 200%of base salary, for two years (unless by
genuine exception e.g. serious ill health). At
the Committee’s discretion, shares whichhave been purchased voluntarily may be
excluded, so as not to discourage further
self-purchases.

•

where relevant, determining the extent of vesting in the case of share‑based plans in the event of a change of control;•

making the appropriate adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events,
variation of capital and special dividends); and•the annual review of weighting of performance measures and setting targets for the annual bonus plan and discretionary
share plans from year to year.

The Committee may adjust the targets and/or set different measures and alter weightings for existing annual bonus plans
and share‑based awards only if an event occurs which causes the Committee to reasonably consider that the performance
conditions would not without alteration achieve their original purpose and the varied conditions are no less difficult to satisfy
than the original conditions. Any changes, and the rationale for those changes, will be set out clearly in the Annual Report on
Remuneration in respect of the year in which they are made.

Element of pay: Non-Executive Director (NED) fees
Purpose and link to strategy•

To remunerate the Chair and
NEDs. The fees may be in theform of cash or shares.

Operation•

Normally reviewed annually.

•

Determined and reviewed taking into
account time commitment, experience,
knowledge and responsibilities of the role
as well as market data for similar roles inother companies of a similar size and/or
business to Oxford Instruments.

••

The Committee may adjust the formula‑driven outturn for an annual bonus or LTIP performance condition if it considers
the quantum to be inappropriate in light of wider company performance or overall shareholder experience. Any suchuse of discretion would be detailed in the Annual Report on Remuneration (Part B) and in the Annual Statement of theCommittee Chair.

NEDs based outside the UK may receive
additional fees taking into accountadditional travel and time commitment
associated with their role.
Out‑of‑pocket expenses including travel
may be reimbursed by the company inaccordance with the company’s expenses
policy including tax thereon grossed up as
appropriate.

Maximum opportunity•

There is no prescribed maximum
or maximum annual increase.

Legacy arrangements
In approving this Directors’ Remuneration Policy, authority is given to the company to honour any commitments enteredinto with current or former Directors (such as the payment of a pension or the vesting or exercise of past share awards) thathave been disclosed to and approved by shareholders in previous remuneration reports. Details of any payments to former
Directors will be set out in the Annual Report on Remuneration as they arise.

Remuneration scenarios for Executive Directors
The charts below show the level of remuneration potentially payable to Executive Directors under different performance
scenarios for FY24/25 (see page 130 for assumptions).

Remuneration scenarios£3,500k£3,277k£3,000k£3,277k£2,690k£2,500k£2,160k
44%£2,000k£1,799k£1,663k£1,500k40%

35%£1,130k
33%£1,000k
£635k

32%

27%

34%

£500k
100%

38%

23%

Below target

TargetMaximum

£460k

27%

100%

41%

26%

Below target

TargetMaximum£0

CEO
Fixed Pay

www.oxinst.com

CFO
Annual Bonus

LTIP

LTIP with 50% Share price growth

129

130

Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Governance

Financial Statements

DIRECTORS’ REMUNERATION REPORT continued
Directors’ Remuneration Policy (A) continued
Assumptions for charts on page 129:

Details of contractual terms and the policy on cessation of employment are summarised in the table below. Payments todeparting Directors can only be made in line with this shareholder-approved Policy:•

Fixed pay comprises salary levels as at 1 July 2024, pension of 6% of salary and the value of benefits received in 2023/24.

•

The on‑target level of bonus is 75% of salary.

Contractual provision

Detailed terms•

The on‑target level of vesting under the LTIP is taken to be 50% of the face value of the award at grant, i.e. 100% of salary
for the CEO and 87.5% of salary for the CFO.

Notice period

12 months by the company or by the Director.

•

The maximum level of bonus is 150% of salary and the maximum LTIP award level is 200% of salary for the CEO and 175%of salary for the CFO.

Termination payment•

To show the impact of potential share price growth on the value of an Executive Director’s package, the impact of shareprice growth of 50% on the LTIP is used.

A Director’s service contract may be terminated without notice and without any further
payment or compensation, except for sums accrued up to the date of termination, in theevent of gross misconduct.
For termination in other circumstances, the company has a right to pay salary in lieu of thenotice period (or part thereof) if it so determines.
In addition, any statutory entitlements in connection with the termination would be paid
as necessary, and, at the Committee’s discretion if deemed necessary and appropriate,
outplacement, legal fees and settlement of claims or potential compensation claims.

Recruitment and promotion policy for Executive Directors
In setting total remuneration levels and in considering quantum for each element of the package for a new Executive
Director, the Committee takes into account the skills and experience of the individual, the market rate for a candidate of thatexperience and the importance of securing the relevant individual.
The company seeks to align the remuneration package with the Policy approved by shareholders. Salary is provided at sucha level as required to secure the most appropriate candidate. For new appointments, base salary and total remuneration may
be set initially at below normal market rates on the basis that it may be increased once expertise and performance has been
proven and sustained.
Specific variable remuneration performance targets can be introduced for an individual where necessary for the first year of
appointment if it is appropriate to do so to reflect the individual’s responsibilities and the point in the year in which he or shejoined the Board.
Flexibility is retained to offer additional cash and/or share‑based payments on appointment in respect of deferredremuneration or benefit arrangements forfeited on leaving a previous employer (ie a buy-out award). The Committee would
look to replicate the arrangements being forfeited as closely as possible and, in doing so, will take account of relevant factors
including the nature of the remuneration forfeited, performance conditions, attributed expected value and the time over which
they would have vested or been paid. Such awards may be made under the terms of the LTIP (which, when combined with anormal annual LTIP award, may exceed the ‘normal’ 200% of salary limit per annum) or as permitted under the Listing Rules.
For an internal appointment, any variable pay element awarded in respect of the prior role may be allowed to continue to
pay out according to its terms, adjusted as relevant to take into account the appointment. In addition, any other ongoing
remuneration obligations existing prior to appointment may continue.

Remuneration
entitlements

Pro‑rata bonus may also become payable for the period of active service based on thesatisfaction of performance conditions and payable at the normal time, along with vesting foroutstanding share awards or deferred bonus shares (in certain circumstances – see below).

Change of control

No Executive Director’s contract contains additional provisions in respect of a change of control.
Any applicable share plan rules address the treatment of unpaid and unvested awards.

Any share‑based entitlements granted to an Executive Director under the company’s share plans will be determined basedon the relevant plan rules. The default treatment for existing awards is that any unvested awards lapse on cessation of
employment. However, in certain prescribed circumstances, such as death, injury, ill health, disability, retirement or othercircumstances at the discretion of the Committee, ‘good leaver’ status may be applied. Under the LTIP (and PSP), awards togood leavers will vest on the normal vesting date, subject to the satisfaction of the relevant performance conditions at thattime and will normally be scaled back to reflect the proportion of the original vesting period or performance period actually
served. In the event of a good leaver there would be no early release from a post-vest holding period (again, unless by
genuine exception, for example, serious ill health). The Committee has discretion in exceptional circumstances to disapply
time pro‑rating, to measure performance to, and vest awards at, the date of cessation. Vesting at cessation would be thedefault position where a participant dies. Deferred bonus shares are beneficially owned by the executive from the time of
the bonus payment, so are not at risk of forfeiture (other than in relation to clawback).

Non‑Executive Directors

For external and internal appointments, the Committee may agree that the company will meet certain relocation, legal andany other incidental expenses as appropriate.

For the appointment of a new Chair or Non‑Executive Director, the fee arrangements would be in accordance with theapproved Remuneration Policy in place at the time.

Executive Directors’ service contracts and policy on cessation of employment

Non‑Executive Directors are appointed under letters of appointment for fixed terms of three years; however, in line withgovernance best practice, the company proposes all Directors for annual re-election by shareholders at the AGM. Theirappointment can be terminated without notice and with no compensation payable on termination, other than accrued feesand expenses.

Details of the service contracts of the Executive Directors, available for inspection at the company’s registered office and at
the company’s AGM, are as follows:

Richard Tyson
Gavin Hill

www.oxinst.com

Contract dateUnexpired term of contract

1 October 2023

12-month rolling contract

9 May 2016

12-month rolling contract

Date of appointment

Notice period

Unexpired term

Neil Carson

1 December 2018

Rolling six months

2024 AGM

Mary Waldner

4 February 2016

None

2024 AGM

Alison Wood

8 September 2020

None

2026 AGM

Sir Nigel Sheinwald

22 September 2021

None

2024 AGM

Reshma Ramachandran1 September 2022

None2025 AGM

Hannah Nichols

1 January 2024

None

2026 AGM

131

132

Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

133

Financial Statements

Governance

DIRECTORS’ REMUNERATION REPORT continued
Annual Report on Remuneration (B)The financial information in this part of the report has been audited where indicated.

Fees
£’000

Benefits
£’000

Total
£’000

2024

204

–

204

2023

194

–

194

2024

42

–

42

2023

54

–

54

2024

66

–

66

2023

62

–

62

2024

76

1

77

2023

70

–

70

2024

66

–

66

2023

62

–

62

Non‑Executive Director

Directors’ remuneration (audited)
The remuneration paid to the Directors during the year under review and the previous year is summarised in the tables below:

Richard Tyson

Ian Barkshire7

Gavin Hill

Total

Other5£’000

Richard Friend1

Salary£’000

Benefits1£’000

Pension2£’000

Annualbonus3
£’000

2024

285

13

15

256

N/A

823

313

1,079

1,392

2023

–

–

–

–

–

–

–

–

–

2024

269

27

26

246

646

5

327

892

1,219

2023

523

84

58

534

936

0

665

1,470

2,135

2024

395

24

32

360

503

0

451

863

1,314

2023

376

27

47

395

731

0

450

1,126

1,576

2024

949

64

73

862

1,149

828

1,091

2,834

3,925

2023

898

111

105

929

1,667

1

1,115

2,596

3,711

Executive Director
6

Long‑term
incentive
awards4£’000

Total fixed
£’000

Total
variable
£’000

Total
£’000

1.	Benefits comprise provision of a car or car allowance, health insurance, life assurance, overnight hotel accommodation where necessary to
carry out duties at the Head Office of the company. For Ian Barkshire this also includes provision of a driver to allow him to make best use of his
commuting time, which accounted for £23,086 up to 1 October 2023, when he stepped down as Chief Executive Officer, and £30,782 for the year to
1 December 2023 when he ceased to be in active service (2023: £70,716) of the total benefits for Ian Barkshire.
2.	Each Executive Director is entitled to receive a contribution to a money purchase pension scheme for a fixed value, which up to 18 September 2023
was calculated as 14% of base salary earned on 1 April 2020 and from 19 September 2023 was calculated as 6% of current base salary. Where thecontractual pension contribution exceeds the annual or lifetime allowance, any balancing payment is made by the company as a cash allowance
which, in line with the policy for all UK employees, is paid net of employer’s national insurance contributions.
3.	Annual bonus represents the annual bonus for the year to 31 March 2024 and would usually be paid in the July 2024 payroll. Of the total bonus
amounts payable, £85,500, £109,200 and £120,000 will be paid in shares for Richard Tyson, Ian Barkshire and Gavin Hill, respectively, which mustbe held for three years, as per the policy.
4.	Long‑term incentive awards are those awards where the vesting is determined by performance periods ending in the year under review andtherefore reports the value of the PSP award granted on 5 July 2021. The value has been determined using the average share price over thethree months to 31 March 2024, £21.5587. Further details of these calculations are set out on page 135. The value of the prior year awards has
been restated using the share price on the vesting date of 25 September 2023 of £21.75, giving a total vested award value, including dividend
equivalents, of £936,338 (before restatement £1,032,876) for Ian Barkshire and £730,822 (before restatement £806,156) for Gavin Hill.
5.	The company operates a Share Incentive Plan (SIP) which is open to all UK permanent staff employed for at least six months. For Ian Barkshire
and Gavin Hill, ‘Other’ is the value of matching SIP shares attributable to the year, as they both participated in the SIP up to the maximum extent
permitted by HMRC. The company offers a 1:5 match for partnership shares purchased by employees and this amounted to £130 and £360 each ofmatching shares for Ian Barkshire and Gavin Hill, respectively.
6. 	For Richard Tyson, who took up the role of CEO with effect from 1 October 2023, the figure stated in ‘Other’, is the value of the buy-out award in
relation to his pro-rated FY23 bonus from his previous employer. This buy-out award is based on the FY23 performance achieved against theoriginal financial and ESG targets at TT Electronics plc which resulted in an outcome of 92% of maximum. The bonus is payable 70% in cash and
30% in Oxford Instruments plc’s shares which must be held for two years in line with the policy at TT Electronics plc. This figure also includes thevested value of the buy-out award in respect of his 2021 LTIP award from TT Electronics plc, further details of which are set out later in this report.
7.	Ian Barkshire retired from his role as CEO and from the Board with effect from 1 October 2023, he then remained in active service until 1 December
2023 before serving the remainder of his notice period on garden leave until 11 April 2024. The figures disclosed above relate to his time as a
Director and the remainder of his remuneration is disclosed on page 139. In addition to the value explained at footnote 5 above, the figure statedwithin ‘Other’ in respect of Ian also comprises an amount of £6,708.50, by way of a reimbursement payment in respect of the immaterial disbenefit
resulting from the conversion of the awards from nil-cost options to nominally priced options of £0.05 per share, during the prior financial year
ended 31 March 2023.

www.oxinst.com

Neil Carson

Mary Waldner

Alison Wood

Nigel Sheinwald

Reshma Ramachandran2

Hannah Nichols3

Total
1.

2024

57

1

58

2023

32

4

36

2024

14

–

14

2023

–

–

–

2024

525

2

527

2023

474

4

478

Richard Friend stepped down as a Non-Executive Director effective 28 July 2023.

2. Reshma Ramachandran was appointed as a Non-Executive Director effective 1 September 2022.
3. Hannah Nichols was appointed as a Non-Executive Director effective 1 January 2024.

Details of annual bonus earned in year (audited)
As in previous years, the Committee set stretching performance targets for the annual bonus which are clearly linked to thestrategy and financial performance of the Group. The targets set and the achievement against them are set out in the tablebelow. Note that Ian Barkshire’s annual bonus is pro-rated for the period of his active service, up to 1 December 2023. Richard
Tyson’s annual bonus is pro-rated from the date of his appointment, of 1 October 2023.

Targets

Percentage of salary payable –Ian Barkshire (subject to prorating) and Gavin Hill

Percentage of salary payable(subject to pro-rating) –Richard Tyson
OntargetMaximum

ActualIan
Barkshire

Gavin
Hill

RichardTyson

Payout % of salary(pro-rating applied)

MeasureThresholdOntargetMaximum ThresholdOntargetAdjusted
profit before
tax£82.4m

£84.4m

£86.4m

7.5%

37.5%

75%

9%

45%

90%

£86.6m

50%

75%

45%

Adjusted
operatingprofit margin

18.0%

18.2%

18.3%

2.5%

12.5%

25%

3%

15%

30%

17.1%

0%

0%

0%

Cash
conversion

82%

85%

92%

2.5%

12.5%

25%

3%

15%

30%

64.0%

0%

0%

0%

Strategic
objectives

–

–

–

2.5%

12.5%

25%

–

–

–

15%

10%

15%

–

60%

90%

45%

Maximum Threshold

134

Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Financial Statements

Governance

DIRECTORS’ REMUNERATION REPORT continued
Annual Report on Remuneration (B) continued
The non‑financial strategic objectives were set at the start of the year. Details of the objectives and an assessment as to theirachievement are set out below:
CEO objectives (Previous CEO, Ian Barkshire)

WeightingAchievements toward objectives/performance•

Delivery of targeted operational improvement
outcomes.

As regards business systems, complete ERP
implementations in respect of two major sites
during the year.

8/25

•

8/25

•

Deliver substantive progress against each of
the core drivers of improvement within oursustainability agenda.

9/25

Total

100%

CFO objectives (Gavin Hill)

Weighting

As regards business systems, complete ERP
implementations in respect of two major sites
during the year.

•

8/25

9/25

Total

100%

6 out of 8•

Performance level2 out of 8

7 out of 9Good progress including margin improvement
through high-quality outsourcing,
implementation of a new commodity strategy
for a notable proportion of spend andconsiderable lead time reductions.

4% to 12% per annum

25%–100%

Maximum

12% per annum and above

100%

Actual EPS

109.0pActual growth achieved over the period (per annum)

11.5%

Implementation at one major site was
successfully completed, albeit with some
disruption to operations. Implementation at
the other major site was not completed.

2 out of 8

Good progress delivered, with the launch of
the Go Green programme, new renewableenergy contracts secured, updates to NPI
processes and launch of employee impact
groups, amongst other things.

7 out of 995%

50% of the award is based on the company’s return on capital employed in the final year of the three-year performance period1:
ROCE1 for the final year of theperformance period% of award that will vest

Less than 24%

0%

24%

25%

ThresholdMaximum

Between 24% and 30%

25%-100%

30% per annum and above

100%

30.5%

100%

Actual ROCE achieved in 2023/24

1.	ROCE is calculated as Earnings Before Interest and Tax (EBIT)/capital employed where EBIT is adjusted operating profit less amortisation of
acquired intangibles (£71.2m), and capital employed (£269.2m) is defined as documented in the Finance Review on page 68.

Based on the performance against targets, the PSP awards will vest on 5 July 2024 as follows:

Richard Tyson3

37.5%

75%

45%

60%

£256,500

Ian Barkshire

50%

100%

60%

60%

£327,600

75%

150%

90%

60%

£360,000

Actual bonus payable1,2
for 2023/24

Bonus is calculated on salary as at 31 March 2024.

2.	Of the amounts disclosed, £85,500, £120,000 and £109,200 will be paid in shares to Richard Tyson, Gavin Hill and Ian Barkshire, respectively,
which must be held for three years, as per the policy.
3.	For Richard Tyson, the above represents the Oxford Instruments element of his annual bonus, for which the quantum has been pro-rated based on
his appointment date of 1 October 2023. In addition to this and as explained in more detail on page 132, Richard also received a pro-rated annual
bonus in respect of what he would have received at his previous employer and based on its performance, by way of his buy-out package uponjoining the company.
4.	Ian Barkshire’s annual bonus is pro-rated for the period of his active service, up to 1 December 2023. The bonus in relation to the period of the year
Ian Barkshire was CEO is shown in the Directors' remuneration table (£245,700) and the bonus in relation to the period of active service is shown in
the payments to past directors section (£81,900).

Value1 ofshares vesting
including
dividend
equivalent(£’000)Date award
grantedTotal numberof shares
granted

Reduction due
to pro-rating
for good
leaver

Percentage ofaward vesting

Number ofshares vesting

Value1 ofshares vesting(£’000)

Numberof shares
awarded as
dividend
equivalent2

Ian Barkshire

5 July 2021

32,468

2,488

97.5%

29,230

630

723

646

Gavin Hill

5 July 2021

23,338N/A

97.5%

22,755

491

563

503

15% out of 25%

Maximum bonus(% of salary)www.oxinst.com

25%

Between threshold and maximum

On‑target bonus(% of salary)1.

0%4% per annum

Below threshold
6 out of 8

% of award that will vest

Less than 4% per annum

Performance level

Actual bonus
payable for 2023/24(% of salary)1

Gavin Hill

Below threshold

Between threshold and maximum

Good progress delivered, with the launch of
the Go Green programme, new renewableenergy contracts secured, updates to NPI
processes and launch of employee impact
groups, amongst other things.

Actual bonus
payable for 2023/24(% of maximum)

EPS growth over three years

Threshold

The on‑target and maximum bonus potentials for the Executive Directors, as well as the amounts actually payable for theyear ended 31 March 2024, are set out below.

4

The performance targets which applied to the awards made on 5 July 2021 for the performance period ending in the year
under review and actual performance achieved against them were as follows:
50% of the award is based on EPS measured over a three‑year performance period starting 1 April 2021:

Achievements toward objectives/performance

8/25

Deliver substantive progress against each of
the core drivers of improvement within oursustainability agenda, including embedding
related reporting into financial processes in arevised financial model.

Implementation at one major site was
successfully completed, albeit with some
disruption to operations. Implementation at
the other major site was not completed.

The performance targets, performance against them and the resulting value in respect of the long‑term incentive awards
where vesting is determined by a performance period ending in 2024/25 are as follows:

Performance Share Plan (PSP)

15% out of 25%•

Delivery of targeted operational improvement
outcomes.

Good progress including margin improvement
through high-quality outsourcing,
implementation of a new commodity strategy
for a notable proportion of spend andconsiderable lead time reductions.

Long‑term incentive plans (audited)

1.	As the awards vest after the date of this report, value has been calculated using the average mid‑market closing price of the company’s shares
over the three‑month period ending 31 March 2024, £21.5587. This will be restated for the actual value on vesting in next year’s report.
2.	Dividend equivalents have been calculated based on dividends paid up until the date of this report. If dividends are payable between the date ofthis report and the vesting date, additional dividend equivalents will be awarded and the value will be updated in next year’s report.

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Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Financial Statements

Governance

DIRECTORS’ REMUNERATION REPORT continued
Annual Report on Remuneration (B) continued
As at 31 March 2024, the outstanding options for Richard Tyson, Ian Barkshire and Gavin Hill under the PSP and LTIP1 wereas follows:

Long-Term Incentive Plan awards made in the year and outstanding share incentive awards(audited)
Richard Tyson joined the company as Chief Executive Officer on 1 October 2023. On 14 November 2023, he was granted
two awards of nominally priced options of £0.05 under the LTIP which comprise the buy-out arrangements to replace the2021 and 2022 LTIP awards from his previous employer, TT Electronics plc, which lapsed in connection with his joining thecompany. The awards will vest based on the achievement of the original TT Electronics plc performance targets and they
will accrue dividend equivalents. A two-year post-vesting holding period applies to all awards. With regards to his forfeited
2023 TT Electronics plc LTIP award, Richard did not receive a replacement award in the same way as his other forfeited LTIP
awards, but instead received an award under the Oxford Instruments LTIP in 2023, further details of which are set out below.
The buy-out awards made to Richard Tyson under the LTIP during the financial year ended 31 March 2024, and details
relating to their vesting where applicable, are as follows:

Date
award
grantedTotal numberof shares
grantedRichard 14 Nov
Tyson
2023

Face valueof award at
grant date

Share priceon day before
award date

Vesting
date

Percentage
of award
vesting

Numberof shares
vesting

Value1 ofsharesvesting(£’000)

Numberof shares
awardedas dividend
equivalent

Scheme31 March
2024

Granted13,521

27,872

Exercised

LapsedDividend
equivalents1

1 April
2023

Exercise
price2

Share priceon date of
grant

Date of
grant

Earliest
exercise

Latestexercise

15,635

1,284

–

£0.05

£20.55

14/11/23

16/03/24

15/03/31

Richard Tyson
LTIP3
3

LTIP

30,97530,975–£0.05£20.55

14/11/23

14/03/25

13/03/32

LTIP

53,02353,023–£0.05£20.55

14/11/23

31/07/26

13/11/33

Ian Barkshire4

Value1 ofshares vesting
including
dividend
equivalent(£’000)27,872£572,770£19.2416 Mar2024

43.91%

12,237

255

1,284

281

30,975£636,536£19.2414 Mar
2025

N/A

N/A

N/A

N/A

N/A

PSP

–

67,99867,998

£0.05

£9.58

25/09/17

25/09/20

24/09/27

PSP–

66,172

66,172£0.05£10.1003/07/18

03/07/21

02/07/28

PSP49,497

PSP

43,05049,497£0.05£14.0015/07/19

15/07/22

14/07/29

42,019£0.05£16.2423/09/20

23/09/23

22/09/30

PSP532,46832,468£0.05£23.8005/07/21

05/07/24

04/07/31

PSP

40,97940,979£0.05£19.4020/06/22

20/06/25

19/06/32

53,07153,071

£0.05

£9.58

25/09/17

25/09/20

24/09/27

1,031

Gavin Hill
1.

Calculated based on the share price on the 18 March 2024 of £20.80 (being the closest date to the vesting date).

PSP

Awards made in the ordinary course under the LTIP during the financial year ended 31 March 2024 were as set out below. As
noted in last year’s report, and for the reasons set out therein, the Committee determined that the 2023/24 LTIP award for
Gavin Hill should be based on 200% of salary, on an exceptional basis.
Date award
grantedTotal numberof shares
granted

Percentage
of salary

Face valueof award at
grant date

Share priceon day before
award date

Vesting date

Gavin Hill

25 Sept 2023

36,697200%£798,160£21.8031 July 2026

Richard Tyson

14 Nov 2023

53,023200%£1,089,623£19.2431 July 2026

The awards are nominally priced options of £0.05 and are subject to the following performance conditions:
Performance measure

Weighting

Performance targets

PSP

51,646

51,646£0.05£10.1003/07/18

03/07/21

02/07/28

PSP

38,63338,633£0.05£14.0015/07/19

15/07/22

14/07/29

PSP

33,60132,796£0.05£16.2423/09/20

23/09/23

22/09/30

805

5

PSP

23,33823,338£0.05£23.8005/07/21

05/07/24

04/07/31

PSP

29,45629,456£0.05£19.4020/06/22

20/06/25

19/06/32

LTIP

36,697–£0.05£21.7525/09/23

31/07/26

24/09/33

1.

36,697

Dividend equivalents are awarded on vesting of PSP and LTIP awards, for the period to vesting, in respect of the actual number of shares vesting.

2.	During the prior financial year ended 31 March 2023 the Remuneration Committee agreed that those awards outstanding under the PSP, both
vested and unvested, which had been granted as nil-cost options, would be converted to nominally priced options of £0.05 per share. For the
Executive Directors, a reimbursement payment will be made in respect of the immaterial disbenefit (ie the difference between £0 and £0.05 pershare), at the point at which any award vests or for those awards which have already vested, at the earlier of when they exercise their options orwhen future vesting activity is scheduled to take place. Upon any such payment being made, this will be disclosed and explained in the Single
Figure Table as an item of ‘Other remuneration’.

Earnings Per Share (EPS)30%

4% pa (25% vesting) to 10% pa (100% vesting) CAGR over three financial years
measured from the 2022/23 financial year end EPS.

3.	The awards granted to Richard Tyson with vesting dates in 2024 and 2025 comprise the buy-out arrangements which replace Richard’s 2021,
2022 and 2023 LTIP awards from his previous employer, TT Electronics plc, which lapsed in connection with his joining the company.

Return on Capital
Employed (ROCE)

30%

30% in the final year of the performance period (2025/26 financial year) (25%vesting) to 34% (100% vesting).

4.	Ian Barkshire’s outstanding awards will be treated in line with good leaver status under the relevant share plan rules and as such, will be prorated to the date of his cessation of employment. The total gain received by Ian Barkshire on the exercise of share options during the year was£3,216,553.

Relative Total Shareholder
Return (TSR)Median (25% vesting) to Upper quartile (100% vesting) over three financial years
commencing with the 2023/2024 financial year relative to the companies comprising
the FTSE 250 Index (minus Investment Trusts) at the start of the performance period.

5.	The performance conditions relating to this award have been tested and have vested at 97.5%.

25%

Sustainability –emissions reduction

7.5%

2% reduction of absolute Scope 1 and 2 emissions in the final year of theperformance period (2025/26 financial year) (25% vesting) to 9% (100% vesting).

7.5%

35% in the final year of the performance period (2025/26 financial year) (25% vesting)to 40% (100% vesting). The current percentage of females in senior leadership
positions is 31.9%. Senior leadership is defined as Leadership Committee, their direct
reports and key decision makers.

Sustainability – percentage
of females in seniorleadership positions

The market price of the shares at 28 March 2024 was £21.25 (2023: price on 31 March 2023 was £25.05) and the range during
the year was £17.12–£28.55 (2023: £17.20–£26.25).
Performance conditions for outstanding, unvested awards which are not stated elsewhere in this report are described below:
PSP

20 June 2022

2

50% of award

50% of award

EPS growth – 4% pa (25% vesting) to 10% pa(100% vesting)

ROCE1 in the final year of the performance period –26% (25% vesting) to 32% (100% vesting)

1.	ROCE is calculated as EBIT/capital employed where EBIT is adjusted operating profit less amortisation of acquired intangibles, and capital
employed is defined as documented in the Finance Review on page 68.
2. Three‑year performance period commencing 1 April prior to date of grant.

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137

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Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Governance

Financial Statements

DIRECTORS’ REMUNERATION REPORT continued
Annual Report on Remuneration (B) continued
Dilution limits (unaudited)

Payments to past Directors and for loss of office (audited)

The company’s Long-Term Incentive Plan rules which were approved by shareholders at the Annual General Meeting on 19
September 2023, provide that overall dilution through the issuance of new shares for employee share schemes should notexceed an amount equivalent to 10% of the company’s issued share capital over a ten‑year period. They also provide that
overall dilution through the issuance of new shares for employee share schemes pursuant to awards to Executive Directors
and other senior executives should not exceed an amount equivalent to 5% of the company’s issued share capital over aten‑year period. The SIP scheme uses only market‑purchased shares.

During the year no payments were made to Directors for loss of office.
Ian Barkshire retired from his role as CEO and from the Board with effect from 1 October 2023, he then remained in active
service until 1 December 2023 before serving the remainder of his notice period on garden leave until 11 April 2024.
An overview of the treatment of Ian’s remuneration for 2023/24 and for the duration of his notice period is set out below:•

Ian received salary, benefits and pension for the duration of his notice period; however the benefit provision of a driverceased at the end of his active employment. In respect of the period post his retirement as CEO, he received salary of£273,000, benefits of £11,950 and pension of £16,146 (broken down as a contribution of £5,000 into the company’s Group
Personal Pension Plan and £11,146 as a balancing payment).

•

Ian was eligible to participate in the 2023/24 annual bonus plan for the period of his active service and this will be payableat the usual time based on performance, payable in cash and deferred shares, as detailed on pages 133 and 134. The
value of the bonus payable in respect of his period of active service post stepping down as CEO, is £81,900.

•

Ian was not eligible to receive an LTIP award for 2023/24.

•

Ian is treated as a good leaver in respect of his unvested LTIP awards and these will continue subject to a time pro-rata
reduction to the end of his notice period, the achievement of performance conditions and vesting at the normal time. The
two-year post-vesting holding periods continue to apply for these awards.

•

In line with the Policy, Ian will be subject to the post-cessation shareholding requirement which requires him to retain ashareholding on cessation, equivalent to 200% of base salary, for two years (unless by genuine exception, e.g. serious illhealth). The two-year period is effective from the end of his notice period.

The company monitors the position prior to making awards to ensure that it remains within the applicable limit. As of the dateof this report, the company’s utilisation is under 2%.

Shareholding requirements (audited)
The Executive Directors are required to build and retain a shareholding in the company equivalent in value to 200% of basic
salary. Until the requirement is met, the Executive Directors are expected to retain or purchase shares equivalent to the valueof 50% of the net amount realised on exercise of long‑term incentive awards after allowing for tax payable. The value ofvested but unexercised PSP and LTIP awards may count towards the shareholding level, calculated at the net of tax value.
Directors’ shareholdings (and those of any persons closely associated) as at 31 March 2024 are shown in the table below.
Beneficiallyowned shares

Share option
awards vested but
unexercised

Percentage of salaryheld in shares undershareholding guideline1

Guideline
met as at
31 March 2024

Share option awards
unvested and subject toperformance2

Richard Tyson

0

13,521

27%

No

83,998Ian Barkshire3

4,744

92,547

209%

Yes

73,447

Performance graph and CEO’s remuneration (unaudited)

Gavin Hill

4,014

176,951

520%

Yes

89,491

Neil Carson

24,000

–

–

N/A

–

Mary Waldner

1,000

–

–

N/A

–

The graph below shows for the ten years ended 31 March 2024 the total shareholder return (TSR) on a holding of thecompany’s ordinary shares compared with the TSR of an equivalent value invested in the FTSE 250 and FTSE 350 Electronic
and Electrical Equipment indices. These indices have been chosen as they are considered to be the most appropriatecomparator groups for the company.

Alison Wood

0

–

–

N/A

–

Nigel Sheinwald

0

–

–

N/A

–

Reshma Ramachandran

0

–

–

N/A

–

Hannah Nichols

0

–

–

N/A

–

Richard Friend4

0

–

–

N/A

–

Total Shareholder Return
300

250

1.	The notional tax rate used to determine the net value of the vested share awards is 47%. Shares valued using the market price of the shares on 28
March 2024: £21.25.
2.	Award granted in July 2021 will vest at 97.5% in July 2024. Awards granted in June 2022, September 2023 and November 2023 remain subject toperformance conditions.

200

3. Ian Barkshire will be subject to the post-cessation shareholding obligations as set out in the Policy.
4. Richard Friend stepped down as a Non-Executive Director effective 28 July 2023.

150

Pension arrangements

100

Executive Director pension arrangements (audited)
Executive Directors can decide to contribute to a pension plan of their choice. The company contributes a fixed amount, which
up to 18 September 2023, was calculated as 14% of base salary paid in year to 31 March 2020. With effect from the AGM
held on 19 September 2023, the pension contribution for Executive Directors reduced to 6% of salary, which is the maximum
percentage amount payable to the majority of the UK workforce. Only base salary is pensionable. Where the company’s
pension contribution exceeds the annual allowance, a balancing payment is paid by the company to the Director, which istaxed as income. In line with the policy for all UK employees, this cash payment is reduced by 12.12% to cover employer’s
national insurance costs.
During the year and in respect of the periods in which they served as Directors of the company, respectively, the company
contributed £5,001 (2023: £4,000) into the company’s Group Personal Pension Plan for Ian Barkshire, £10,000 (2023: £4,000)
into a personal defined contribution plan for Gavin Hill. Balancing payments of £20,828 to Ian Barkshire, £22,293 to Gavin Hilland £15,027 to Richard Tyson (net of employer’s national insurance contributions) were paid as cash.

www.oxinst.com

50£031/03/2014

31/03/2015

31/03/2016

31/03/2017

31/03/2018

Oxford Instruments

31/03/2019

31/03/2020

FTSE 350 E & EE

31/03/2021

FTSE 250

31/03/2022

31/03/2023

31/03/2024

139

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Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

141

Financial Statements

Governance

DIRECTORS’ REMUNERATION REPORT continued
Annual Report on Remuneration (B) continued
The total remuneration of the CEO over the last ten years is shown in the table below. The annual bonus payout and PSP/LTIP
vesting level as a percentage of the maximum opportunity are also shown.
2017

2024

1

Year ending 31 March

Total remuneration(£’000)

2015

579

2016

743

Jonathan
Flint

64

3

Ian
Barkshire

620

2018

791

2019

2020

1,957

1,967

2021

2,244

2022

2023

2,087

2,135

Ian
Barkshire

Percentage change in the remuneration of the Directors (unaudited)
The table below shows the percentage change in each of the Director’s salaries, taxable benefits and annual bonus earned
between 2019/20 to 2023/24 compared to that for the average UK‑based employee of the Group (on a per capita full‑timeequivalent basis).

Richard
Tyson

1,219

1,392

Annual bonus
outcome (%)

7.5%

38.6%

0%

56.3%

63.7%

94.4%

62.9%

100%

74.2%

80.56%

60%

60%

ESOS vesting (%)

0%

0%

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

SELTIS/PSP/LTIP2
vesting (%)

0%

0%

0%

N/A

N/A

92.8%

100%

100%

100%

100%

97.5%

N/A

2022/23 to 2023/24% change

2.	Executive Directors were last granted ESOS (market value share options) and SELTIS (nil-cost options) in June 2014. PSP awards were granted from
June 2014 to June 2022. LTIP awards have been granted since September 2023.
3.	2023/24 financial year: remuneration shown separately for Ian Barkshire who was CEO from 1 April 2023 to 1 October 2023 and Richard Tyson who
was CEO from 1 October 2023 to 31 March 2024.

Ratio of Chief Executive Officer pay to that of employees
The Chief Executive Officer to employee pay ratio for 2023/24 and prior financial years is set out below:
Financial year

2019/20 to 2020/21% change

Benefits

SalaryBenefits

Bonus

SalaryBenefits

Bonus

SalaryBenefits

Bonus

Richard Tyson1

N/A

N/A

–

N/A

N/A

–

N/A

–

–

N/A

–

–

Ian Barkshire2

N/A

N/A

–

7.1

24.5

15.0

15.0

30.1

2.8

-3.6

-41.3

62.1

Gavin Hill

5.2

-13.7

-8.9

5.0

18.8

15.3

8.5

2.3

-2.8

-4.1

8.2

57.1

5.0

–

–

4.3

–

–

8.0

–

–

-4.3

–

–

N/A

N/A

–

4.3

–

–

8.0

–

–

-3.4

–

–

Neil Carson
Richard Friend

Bonus10

Mary Waldner

7.0

–

–

3.8

–

–

8.3

–

–

-3.8

–

–

Alison Wood4

8.6

100

–

9.3

–

–

N/A

–

–

N/A

–

–

Nigel Sheinwald5

7.0

–

–

N/A

–

–

N/A

–

–

N/A

–

–

ReshmaRamachandran6

N/A

N/A

–

N/A

N/A

–

N/A

–

–

N/A

–

–

Hannah Nichols7

N/A

N/A

–

N/A

N/A

–

N/A

–

–

N/A

–

–

Average
employee pay8

1.73

-11.0

-29.3

10.3

9.01

-4.7

4.24

-8.4

-23.1

-0.7

-6.7

7.0

Method25th percentile

50th percentile

75th percentile2023/24

A

76.8:1

57.7:1

42.6:12022/23

A

66.2:1

49.4:1

36.8:1

2. Ian Barkshire stepped down from the Board on 1 October 2023.

2021/22A

65.3:1

48.5:1

36.3:1

3. Richard Friend stepped down from the Board on 28 July 2023.

2020/21

A

72.6:1

55.0:1

39.8:1

2019/20

A

62.5:1

47.8:1

33.3:1

1.

Richard Tyson joined the Board on 1 October 2023.

4. Alison Wood joined the Board on 8 September 2020.
5. Nigel Sheinwald joined the Board on 22 September 2021.
6. Reshma Ramachandran joined the Board on 1 September 2022.
7.

The aggregated payments made in respect of both of the CEOs who served during the year, and the employees at thepercentiles for the 2023/24 ratio are set out below:

2020/21 to 2021/22% change

Salary93

1.	2016/17 financial year: remuneration shown separately for Jonathan Flint who was CEO from 1 April to 11 May 2016 and Ian Barkshire who was CEO
from 12 May 2016 to 31 March 2017.

2021/22 to 2022/23% change

Directors during
the year ended
31 March 2024

Hannah Nichols joined the Board on 1 January 2024.

8. 	Average employee pay includes all UK employees in service on 31 March 2024 for the 2022/23 to 2023/24 comparison, but excludes those who
were on maternity leave, long-term sick leave and those who started or ended employment within the period.
9. 	The average pay increase across all employees in the UK in 2023/24 was 6.97%.

SalaryTotal payCEO

25th percentile

50th percentile

75th percentile£554,000£32,076£42,699£57,312£2,610,426£34,001£45,261£61,326

The ratios have been calculated in accordance with Option A under the relevant regulations, as this is the most statisticallyaccurate method. The CEO pay is compared to the pay of our UK employees at the 25th, 50th and 75th percentile, calculated
based on full-time equivalent pay data for the full financial year to 31 March 2024. All UK employees employed at the end of
the financial year who had worked the full year have been included, part-time employees have been included and pay has
been converted to a full-time equivalent number by calculating total part-time pay and grossing up to the full-time equivalent
for the role. Accordingly, any employees that left the company or joined during the year have been excluded.
The calculations use the aggregated pay for Richard Tyson and Ian Barkshire as disclosed in the single figure table. The pay
for all UK employees comprises salary, benefits, pension and annual bonus payments due for 2023/24 and includes certain
remuneration elements which were specific to the terms of their joining the company or their retirement, respectively. None of
the employees at the percentiles received share awards.
The CEO pay ratio has increased this year. This is largely as a result of the change of CEO during the year, with Ian Barkshire
stepping down and Richard Tyson taking up the role with effect from 1 October 2023. The calculation includes the pro-rated
annual bonus and the full LTIP FY21 award for Ian Barkshire, as well as certain elements of Richard Tyson’s buyout package,
being the replacement LTIP award which vested in March 2024 and the buyout of his TT electronics annual bonus for 2023
– as well as his pro-rated Oxford Instruments plc annual bonus. As the Committee is regularly apprised of the Remuneration
Policy throughout the company to ensure that decisions in relation to executive pay are considered in the round, the Committee
is satisfied the pay of the employees identified for the quartiles appropriately reflects the employee pay structure in eachquartile and the resulting pay ratios are consistent with the pay, reward and progression policies in place for all employees.

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10.	The value of the average employee bonus for the year ended 31 March 2024 (to be paid in July 2024) was not known at the time the Annual Report
was approved and consequently the number included is management’s best estimate of the bonus that will be paid.

Relative importance of the spend on pay
The following table shows the Group’s employee costs relative to dividends:
Year ended
31 March 2024

Year ended
31 March 2023

% change

Employee costs (£m)

155.4

146.4

6.15%

Dividends (£m)

11.4

10.6

7.55%

142

Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Financial Statements

Governance

DIRECTORS’ REMUNERATION REPORT continued
Annual Report on Remuneration (B) continued
Statement of shareholder voting (unaudited)

The TSR measure will require significant stock market outperformance.

The resolution to approve the Directors’ Remuneration Policy was passed at the 2023 AGM and received the following votes
from shareholders:

The sustainability measures will: (i) support significant reduction in our Scope 1 and 2 emissions through requiring thecompletion of our intended site heating infrastructure projects at two of our major UK manufacturing sites, which will
represent a notable reduction, estimated at between 17% and 21%; and (ii) achievement of an improvement in female
representation in leadership positions. The Committee notes that the range is the same as the target range set for last years’award. However, this remains a stretching target and it is important that there is sustained achievement against it, rather
than encouraging a spike in a single year. During the year, we plan to broaden the scope of our diversity measure in the wider
organisation and will therefore consider the appropriateness of these when developing the targets for next year’s LTIP award.

Resolution

To approve the Directors’ Remuneration Policy

Votes forVotes against% for% against

Votes marked
as abstain

43,129,297

862,318

98.04

1.96

4,077

The resolution to approve the Annual Report on Remuneration at the 2023 AGM received the following votes fromshareholders:
Resolution

To approve the Annual Report on Remuneration

Votes forVotes against% for% against

Votes marked
as abstain

41,577,906

670,985

98.41

1.59

1,746,801

How the Policy will be applied in 2024/25 (unaudited)
Base salaries
With effect from 1 July 2024, the salary of the CEO will increase by 3% from £570,000 to £587,100 and the salary of the
CFO will increase by 3% from £400,000 to £412,000. These increases are below the average increase awarded across the
UK workforce.

Performance measure

Weighting

Performance targets

Earnings Per Share (EPS)30%

2% pa (25% vesting) to 8% pa (100% vesting) CAGR over three financial years
measured from the 2023/24 financial year end EPS.

Return on Capital
Employed (ROCE)

30%

26% in the final year of the performance period (2026/27 financial year)(25% vesting) to 30% (100% vesting).

Relative Total Shareholder
Return (TSR)

25%Median (25% vesting) to Upper quartile (100% vesting) over three financial years
commencing with the 2024/2025 financial year relative to the companies
comprising the FTSE 250 Index (minus Investment Trusts) at the start of theperformance period.

Sustainability –emissions reduction

7.5%

Make progress towards achieving our accelerated Scope 1 and 2 net zerotargets of 2030, by completing two of our site heating infrastructure projects.

Benefits and pension
Benefits will be in line with the Policy and with those received in 2023/24. Pension contributions will be 6% of salary, which is
the maximum percentage amount payable to the majority of the UK workforce.

Annual bonus
The maximum opportunity under the annual bonus plan for 2024/25 will be 150% of base salary for both the CEO and CFO.
One-third of the bonus payable will be delivered in shares subject to a three-year holding period. A combination of financial(83.3%) and non‑financial strategic (16.7%) metrics will be used to determine the level of payment under the annual bonus for
the CEO and CFO as detailed in the table below:
MeasureWeighting as a
% of maximum

Profit (£m)

50%

Adjusted operating profit margin (%)

16.7%

Cash conversion (%)

16.7%

Strategic objectives

16.7%

For the CEO and CFO, the non-financial strategic objectives are linked to operational improvement and progressing the newstrategic plan, amongst other things.
The Committee has chosen not to disclose, in advance, the performance targets for the forthcoming year as these include
matters which the Committee considers commercially sensitive. Retrospective disclosure of the performance against themwill be made in next year’s Annual Report on Remuneration.

Long‑term incentive awards in respect of the financial year

1 project completed by the final year of the performance period (2026/27
financial year) (50% vesting) to 2 projects completed (100% vesting).
Sustainability – percentage
of females in seniorleadership positions

7.5%

Non‑Executive Directors’ fees
The Committee and the Board, as appropriate, have reviewed the fees for the Chair and Non-Executive Directors and in linewith the Executive Directors, they will increase by 3% for 2024/25, effective from 1 July 2024.

Board Chair
Additional fee for Deputy Chair

The target range for the EPS growth measure has reduced slightly from the ranges applying to prior years’ awards. This
recognises the relatively high 2023/24 profit baseline from where the growth is measured over the next three years. It also
takes into account higher corporation tax which means that EPS growth is forecast to be materially flatter than PBT. Finally,
this takes into account the more challenging market conditions that we anticipate. Similarly, the target range for the ROCE
measure has also been reduced slightly, albeit the Committee recognises that it is still sector leading. We are satisfied thatthese target ranges are appropriately stretching in light of both the business plan and market outlook, as well as the grantlevels under the Policy and anticipate that we should be able to revert to target ranges more in line with historic norms fromnext year.

www.oxinst.com

2023/242024/25% increase£206,467£212,661

3%£5,202£5,358

3%

Basic fee

£57,408£59,130

3%Additional fee for Senior Independent Director£10,000£10,300

3%

Additional fee for Committee Chair£10,000£10,300

3%

Note: The fees shown for 2023/24 and 2024/25 are the annual rates as at 1 July 2023 and 1 July 2024, respectively.

ApprovalThis report was approved by the Committee on 10 June 2024 and has been approved subsequently by the Board forsubmission to shareholders at the Annual General Meeting to be held on 25 July 2024.

The 2024/25 LTIP awards will be over shares with a market value at grant of 200% of salary for the CEO and 175% for the CFO.
Vesting will be subject to the performance conditions as set out below measured over a three-year performance period
commencing 1 April 2024. We believe that the mix of performance conditions will provide a strong and rounded assessmentof the success of the business performance, strategy and purpose, over the period.

35% in the final year of the performance period (2026/27 financial year) (25%vesting) to 40% (100% vesting). Senior leadership is defined as Leadership
Committee, their direct reports and key decision makers.

ALISON WOOD
Chair of the Remuneration Committee
10 June 2024

143

144

Oxford Instruments plc
Annual Report 2024

Overview

SHAREHOLDER INFORMATION
Shareholder enquiries

11 June 2024

Announcement of preliminary results

11 July 2024

Final dividend ex-dividend date

12 July 2024

Final dividend record date25 July 2024

Annual General Meeting

30 July 2024

Final dividend DRIP election date

20 August 2024

Final dividend payment date

Please contact Link Group,
our Registrar, using the below
details, for all enquiries regarding
your shareholding, including
updating your address or othercontact details, direct dividend
payments and amending yourcommunication preferences.

12 November 2024

Announcement of half-year results

Online:28 November 2024

Interim dividend ex-dividend datewww.signalshares.com

29 November 2024

Interim dividend record date17 December 2024

Interim dividend DRIP election deadline

10 January 2025

Interim dividend payment date

31 March 2025

Financial year end

To register to use this site, youwill need your Investor Code
(IVC) which can be foundon your share certificate or
dividend confirmation.

By telephone:

Please note that the above dates are subject to change.

+44 (0) 371 664 0300

Analysis of share register at 31 March 2024
Total numberof holdings

Percentage
of holders

Total numberof shares

Percentage ofissued sharecapital

1,480

76.25

3,601,671

6.22

461

23.75

54,312,121

93.78

By type of shareholder
Individual
Institutions and others

Calls to the above number
are charged at the standard
geographic rate and will vary byprovider. Calls outside the United
Kingdom will be charged at theapplicable international rate.
Lines are open 9.00am–5.30pm,
Monday to Friday excluding public
holidays in England and Wales.

By size of shareholding

By email:

1–500

shareholderenquiries@linkgroup.
co.uk

1,165

60.02

198,0320.34

501–1,000

216

11.13

163,6120.28

1,001–10,000

303

15.61

969,764

1.68

10,001–100,000

159

8.19

5,674,752

9.8

100,001–500,00072

3.71 16,008,799

Over 500,000

26

1.34

1,941

100.00Total

The Directors present the Annual
Report of Oxford Instruments plc for theyear ended 31 March 2024.

Principal activity andbusiness reviews
Oxford Instruments plc (‘OI plc’) is
the ultimate holding company of agroup of subsidiary undertakings (the‘Group’) which is a leading global
provider of technology and expertiseto academic and commercial partners.
The Directors of OI plc are required
to set out in this report a true andfair view of the business of the Groupduring the financial year ended 31
March 2024, the position of the Groupat the end of the financial year anda description of the principal risks
and uncertainties facing the Group.
The information which fulfils theserequirements includes the Operations
Review on pages 26 to 33, the Finance
Review on pages 58 to 69 and thereport on Sustainability on pages 34
to 57, which are incorporated in thisreport by reference. The operations, thestrategic review, the risk management
disclosures, the viability statement, theresearch and development activities
and likely future prospects of the Groupare reviewed in the Strategic Report on
pages 10 to 82.

By post:Results and dividends

27.64

Link Group, Central Square,
29 Wellington Street,
Leeds LS1 4DL

34,898,833

60.26

Company information

57,913,792

100.00Registered office address:

The results for the year are shown in
the Consolidated statement of incomeon page 150. The Directors recommend
a final dividend of 15.9p per ordinary
share, which together with the interim
dividend of 4.9p per ordinary share is a
total of 20.8p per ordinary share for theyear (2023: 19.5p per ordinary share).
Subject to shareholder approval, thefinal dividend will be paid on 20 August2024 to shareholders registered atclose of business on 12 July 2024.

Tubney Woods, Abingdon,
Oxon OX13 5QX

Risks and uncertainties

Company name:
Oxford Instruments plc

Annual General Meeting 2024

Company number:

The 2024 Annual General Meeting of Oxford Instruments plc will be held at theoffice of Ashurst LLP at London Fruit & Wool Exchange, 1 Duval Square, London,
E1 6PW at 11.00am on Thursday 25 July 2024.

00775598

Further details can be found in the Notice of Meeting which has been sent to ourshareholders and which is also available on our website at: www.oxinst.com/
investors-content/annual-general-meeting

Type:
Public Limited Company

Website:www.oxinst.com

Auditor:
BDO LLP, R+, 2 Blagrave Street,
Reading, Berkshire RG1 1AZ

www.oxinst.com

145

Financial Statements

Governance

DIRECTORS’ REPORT

Financial calendar1

1.

Strategic Report

The Board exercises proper andappropriate corporate governanceacross the Group. It ensures that
there are effective systems ofinternal controls in place to manage
shareholders’ interests and theGroup’s assets, including theassessment and the managementof the risks to which the businesses
are exposed, and to monitor andmanage compliance with all the legal
requirements that affect the Group’s
worldwide business activities.

However, such systems are designed to
manage rather than eliminate the risk offailure to achieve business objectives
and can provide only reasonable
and not absolute assurance againstmaterial misstatement or loss.
The Executive Directors report to theBoard on changes in the business andin the external environment which may
affect the risks which the Group faces.
The Executive Directors also provide
the Board with financial information ateach Board meeting. Key performanceindicators are reviewed periodically.
There are a number of risks anduncertainties which may have amaterial effect on the Group. These aredescribed in Principal Risks on pages
73 to 78.

Directors
Biographies of all the Directors at
the date of this report, including
Non‑Executive Directors, are set out
on pages 86 to 88. During the year
ended 31 March 2024 there werea number of changes to the Board,
with Ian Barkshire stepping down as
an Executive Director and CEO on
1 October 2023, Richard Tyson being
appointed as an Executive Director and
CEO with effect from 1 October 2023
and Hannah Nichols joining as a NonExecutive Director on 1 January 2024.

Directors’ conflicts of interest
The Companies Act 2006 allows
Directors of public companies toauthorise conflicts and potential
conflicts of interest, where appropriate.
Only Directors with no interest in thematter under consideration may
participate in the relevant decisionand in doing so they must act in a
way which they consider in goodfaith will be most likely to promote OI
plc’s success. A conflicts policy has
been drawn up, which is reviewed as
appropriate, and a register of conflicts
and potential conflicts is maintained.

Directors’ interests
The beneficial interests of the Directors
in OI plc’s share capital, all in fully
paid up shares at 31 March 2024,
are shown above.
Details of share options for the
Executive Directors are shown in the
Remuneration Report on page 137.

Neil Carson
Richard Tyson

31 March
2024
Shares31 March
2023
Shares

24,000

8,000

–

–

Gavin Hill

4,014

2,707

Mary Waldner

1,000

1,000

Alison Wood––

Nigel Sheinwald––

ReshmaRamachandran––

Hannah Nichols–

N/A

No Director was beneficially interested
in the shares of any subsidiarycompany at any time during the year.
In the year to 31 March 2024, no
Director had a material interest in
any contract of significance with OI
plc or any of its subsidiaries. As of
31 May 2024, there were no changes
to the above shareholdings apart fromfor Gavin Hill who participates in the
Oxford Instruments Share Incentive
Plan and since the year end had
increased his beneficial holding by
15 shares.

Insurance cover andDirectors’ indemnities
For a number of years, the Grouphas purchased insurance to cover its
Directors and Officers against theircosts in defending themselves in legal
proceedings taken against them in thatcapacity, and in respect of damages
resulting from the unsuccessful defenceof any proceedings. In addition, to theextent permitted by UK law, the Group
indemnifies its Directors and Officers forliabilities arising from such proceedings.
Neither the insurance nor the indemnity
provides cover for situations where
the Director has acted fraudulently
or dishonestly.

Share capital
OI plc only has one class of sharecapital, which comprises ordinary
shares of 5p each. All shares forming
part of the ordinary share capital havethe same rights and carry one voteeach. There are no unusual restrictions
on the transfer of a share.
The full rights and obligations attaching
to OI plc’s ordinary shares, as well as
the powers of the Directors, are set out
in OI plc’s Articles of Association, a copyof which is available on OI plc’s website.

146

Oxford Instruments plc
Annual Report 2024

Overview

Strategic Report

Governance

Financial Statements

DIRECTORS’ REPORT continued
These can also be obtained from
Companies House or by contacting
the Company Secretary.
During the year to 31 March 2024, theBoard issued 201,284 new shares (2023:
58,053) following the exercise of options
under OI plc’s share option schemes. At
31 March 2024, the issued share capitalof OI plc was 57,913,792 ordinary sharesof 5p each. No shares in OI plc wereacquired by the company itself during
the year (2023: nil). Details of the sharecapital and options or other awards
outstanding as at 31 March 2024 are
set out in Notes 25 and 26, respectively,
to the Financial Statements.

Powers in relation to thecompany issuing or buying
back its own shares
At the 2023 AGM, shareholders
authorised the company to allot
relevant securities: (i) up to a nominal
amount of £962,004 (being one-thirdof OI plc’s issued share capital); and (ii)up to a nominal amount of £1,924,008(being two-thirds of OI plc’s issued
share capital), after deducting fromsuch limit any relevant securities
allotted under (i), in connection with
an offer by way of a rights issue.
A similar resolution will be put toshareholders at the 2024 AGM savethat the second limb of the authority
will be proposed for use in connection
with any pre-emptive offer and not just
an offer by way of rights issue.
In 2023, shareholders also authorised
OI plc to purchase its own shares in
the market up to a limit of 10% of its
issued share capital, being 5,772,026
shares. As noted in the 2023 noticeof meeting, the Directors will seek
to renew this authority at the 2024
AGM by proposing a further special
resolution. This authority will also
be limited to a maximum of 10% of
OI plc’s issued share capital and theresolution will set the minimum andmaximum prices which may be paid.
The Directors will only purchase OI
plc’s shares in the market if they
believe it is in the best interests of OI
plc and shareholders generally andwhere Directors (i) expect that such apurchase would result in an increasein earnings per share, (ii) consider
that OI plc has excess cash, and/or(iii) determine that it is appropriate toincrease OI plc’s gearing.

www.oxinst.com

Disapplication ofpre-emption rights
At the 2024 AGM, OI plc will seek
approval from its shareholders toempower Directors to issue equity
securities or sell treasury sharesfor cash other than to existing
shareholders pro-rata to their holdings
to the fullest extent permitted by theStatement of Principles on Disapplying
Pre-Emption Rights most recently
published by the Pre-Emption Group(‘Statement of Principles’).
In addition to offers or invitations inproportion to the respective numberof shares held, this equates to theability for Directors to issue equity
securities or sell treasury shares forcash up to 10% of OI plc’s issued
share capital for general purposes
and up to a further 10% of OI plc’s
issued share capital to be used inconnection with an acquisition or
specified capital investment of a kind
contemplated by the Statement of
Principles. In each case, the Directors
will seek a power to issue up to afurther 2% of OI plc’s issued sharecapital for the purposes of a ‘followon offer’ (also as contemplated by theStatement of Principles) which would
enable existing retail shareholders toparticipate in relevant equity issues.

These resolutions are similar to those
approved by shareholders at OI plc’s
2023 AGM, save that those resolutions
empowered Directors in relation to
5% of OI plc’s issued share capital
respectively and did not include a
power for Directors to undertake afollow-on offer. The Directors believe
the resolutions being proposed at the2024 AGM reflect market practice.

Research and development
Information on the research anddevelopment activities of the Groupcan be found on page 166.

Branches
Subsidiaries of the company haveestablished branches in a numberof different countries in which
they operate.

Payment of suppliers
The Group does not follow a standard
payment practice but agrees terms
and conditions for its business
transactions with each of its suppliers.
Payment is then made in accordancewith these terms.

Substantial shareholdings
The following are beneficial interests of 3% or more (direct), or of 5% or more(indirect), which have been notified to OI plc, per Chapter 5 of the Disclosure
Guidance and Transparency Rules, of OI plc’s issued ordinary share capital,
the only class of voting capital, at 21 May 2024:
Direct/indirect

Shares
‘000

% of
total

Blackrock Inc

Indirect

6,479,289

11.19

Columbia Threadneedle Investments

Indirect

5,352,239

9.24

Artemis Fund Managers

Indirect

5,100,140

8.81

abrdn Investment Management

Indirect

3,351,204

5.79

Lady KA Wood and the Estateof the late Sir MF Wood

Direct

2,603,030

4.49

Tax strategy

Articles of Association

Employees

The Group’s tax strategy supports thestrategic objectives of the Group andapplies equally to both UK and non-UK
taxes and to all forms of taxation. The
Group pays a significant amount oftax to national and local governments,
including taxes on employment,
corporate taxes on profits, customs
and excise duty on purchases,
withholding taxes and environmental
taxes. We also administer VAT andsimilar sales taxes charged to ourcustomers and withholdings on
payments made to our employees. The
Group’s tax strategy is published on theGroup’s website at www.oxinst.com/
investors-content/tax-strategy.

The company’s Articles of Association
may be amended by a special
resolution at a general meeting of
the shareholders. The current Articles
of Association were adopted byshareholders at the AGM held on
8 September 2020.

The Board recognises that its
employees are fundamental to theGroup’s success. The Group’s aim is toensure there are equal opportunities
for all employees and that there is an
inclusive culture where differences
are valued and people are given theenvironment in which they can do theirbest work. The Sustainability Reporton pages 34 to 57 further describes
how diversity and inclusion is managed
within Oxford Instruments.

Charitable donations
During the year, the Group madecharitable donations of £5,668(2023: £5,590).

Political donations
During the year, the Group made nopolitical donations (2023: nil).

Disclosure of information
to auditor
Pursuant to Section 418(2) of theCompanies Act 2006, the Directors
who held office at the date of approvalof this Directors’ Report confirm that,so far as they are each aware, there is
no relevant audit information of which
OI plc’s auditor is unaware; and each
Director has taken all the steps thathe or she might reasonably have been
expected to have taken as a Director
to make himself or herself aware of
any relevant audit information and toestablish that OI plc’s auditor is awareof that information.

Annual General Meeting
The Notice of the Annual General
Meeting to be held on 25 July 2024
is set out in a letter to shareholders
together with explanatory notes
relating to the resolutions.

External auditor
A resolution to reappoint BDO LLP
as auditor for FY23/24 was passed
at the 2023 Annual General Meeting
and a resolution to reappoint them asauditor for FY24/25 will be proposed atthe 2024 Annual General Meeting on
25 July 2024.

Change of control
arrangements
There are a number of agreementsthat take effect, alter or terminate
upon a change of control of OI plc
following a takeover, such as banking
agreements and OI plc share plans. On
a change of control, OI plc’s committed
credit facilities may be cancelled bylenders by giving not less than threedays’ notice. It is also possible thatpension plan funding arrangements
would need to be changed following
a change of control if that resulted in aweakening of the employer covenant.

Corporate governance
The Board reviews its work on
corporate governance in the
Governance Report on pages 84 to
143. Pages 20 to 21 summarise how weengage with our stakeholders. Pages
90 to 95 include further details of how
we engage with our stakeholders andpage 96 includes our statement inaccordance with Section 172(1) of theCompanies Act 2006.

Financial risk management
Details of the Group’s financial risk
management objectives and policies,
including the exposure to price, credit
and liquidity risk, are set out in Note 23
to the Financial Statements.

It is the policy of Oxford Instruments
plc to give full and fair consideration
to applications for employment fromdisabled persons; to continue, wherever
possible, the employment of membersof staff who may become disabled;
and to ensure that suitable training,career development and promotion of
disabled persons takes place.
For further information regarding
employee engagement, please see‘How we engage with our stakeholders’on pages 90 to 95.

Greenhouse gas emissions
To meet the requirements of theCompanies Act 2006 (Strategic andDirectors’ Report) Regulations 2013,
CO2 emissions are reported on as partof our reporting on greenhouse gas
emissions in Sustainability on pages
36 to 38.

Material events
Apart from the agreement to acquire
FemtoTools AG on 7 June 2024, asdetailed on page 191, there were noother material events since the year
end to report.

147