PV Crystalox Solar plc (PVCS) 2017年年度報告「LSE」.pdf

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1、PV Crystalox Solar PLC Annual report and accounts 2017PV Crystalox Solar PLCAnnual report and accounts 2017About us and highlightsPV Crystalox Solar is a long established supplier to the global photovoltaic industry,producing multicrystalline siliconwafers for use in solar electricity generation sys

2、tems.Strategic reportIFC About us and highlights01 Chairmans introduction02 Operational and financial review06 The current market08 Risk management and principal risks10 Corporate responsibilityGovernance12 Chairmans introduction to governance13 Corporate governance statement15 Directors16 Report of

3、 the nomination committee17 Directors remuneration report25 Report of the audit committee27 Directors report29 Statement of directors responsibilitiesFinancial statementsConsolidated financial statements30 Independent auditors report34 Consolidated statement of comprehensive income35 Consolidated ba

4、lance sheet36 Consolidated statement of changes in equity37 Consolidated cash flow statement38 Notes to the consolidated financial statementsCompany financial statements55 Accounting policies56 Company balance sheet57 Company statement of changes in equity58 Notes to the Company financial statements

5、Shareholder informationIBC AdvisersOverview ICC arbitration final award rendered in November 2017 Wafer shipments volumes up 28%at 146MW(2016:114MW)Closure of United Kingdom manufacturing operations during H22017 Look for a buyer or restructure German wafer production operations during 2018Find more

6、 online Net cash26.9m2016:28.8mRevenues26.4m2016:56.7mInventories3.9m2016:11.2mNet cash(used in)/generated from operating activities(1.2)m2016:18.0mEBT(earnings before taxation)*12.0m2016:1.7m*Including other income of 23.8m01PV Crystalox Solar PLCAnnual report and accounts 2017Strategic reportChair

7、mans introductionFollowing receipt of the funds from the arbitration award,the Group is expected to have a substantial net cash position.In the light of this the Board intends to explore options for the future of the Company in order to maximise shareholder value.These may include a cash return to s

8、hareholders,the acquisition of an existing business or acombination of these alternatives.John Sleeman,ChairmanDear Shareholder,In view of the difficult industry environment which has persisted since 2011,the Group has been operating under a cash conservation strategy to protect shareholder value wh

9、ilst preserving the Groups core production capabilities.The Board has been conducting an ongoing strategic review and in July 2017 it made the decision to close the Groups production facilities in the United Kingdom,to source blocks from a third party supplier and process these into wafers from itsf

10、acility in Germany.As is explained in more detail in the Operational and Financial Review the Board has now decided to seek a buyer who would continue silicon wafering and in parallel to consult with the workers council on restructuring the wafering operations in Germany.A restructure would substant

11、ially reduce wafer production output and regrettably this would lead to significant job losses in Germany.On 8 November 2017 the Group announced thatit had received notification of the final award rendered by the International Court of Arbitration of the International Chamber of Commerce(“Court of A

12、rbitration”)in the matter filed by theGroup in March 2015 and arising from an outstanding long-term wafer supply contract with one of the worlds leading PVcompanies.The award requires the customer,who hasfailed to purchase wafers in line with its contractual obligations,to pay the amount ofaround 36

13、 million including interest to the Group as at 31 December 2017.Once payment has been made the customer has the right to receive the outstanding 22.9 million wafers.After taking account of the cost of supplying thewafers,at 31 December 2017,the Group expected a minimum net income of 20.5 million.On

14、13 March 2018 the Group was informed,bythe Court of Arbitration,that the customers request for correction had been disallowed meaning that the expected minimum net income is increased by 3.1million.This will be recognised in the results for the year ended 31December 2018.Wafer sales volumes in 2017

15、of 146MW were 28%higher than the 114W achieved in 2016 but we traded significantly less polysilicon volumes than in 2016.Total revenues of 26.4 million were 54%lower than in the prior year.As a result ofrecognising 20.5 million in relation to the arbitration award we achieved a profit before tax of

16、12.0 million.Net cash of 26.9million at the end of the period was 1.9million lower than at the beginning of theyear,but does not include any settlement from the arbitration award.The closure of our United Kingdom production operations has resulted in a significant reduction in our staff numbers ther

17、e.Of the 44 staff employed there when the closure was announced 37 left during 2017 and the remaining 7 employees will leave during H12018.Our employees have been vital to the Groups ability to pursue the cash conservation strategy since 2011 and I would like to thank all of them for their commitmen

18、t and contribution during these challenging times.The Board remains committed to maintaining governance at their historic levels to ensure that the right people,systems and processes are in place to manage risk and to deliver the Groups agreed strategy.These governance levels are above those require

19、d for a company with a standard listing.The Board has again reported against the Quoted Companies Alliance Corporate Governance Code and our internal review found that the Board is operating effectively.I have now been a member of the Board and its committees for ten years and in the normal course o

20、f events I would have stood down after serving for nine years and a new non-executive director would have been appointed.The Board believes that given the current circumstances the most appropriate course of action is that I should remain in office.All directors will retire at the 2018 AGM and will

21、offer themselves for re-election.Full details of our governance activities can be found in the Corporate Governance section of the Annual Report.Following receipt of the funds from the arbitration award mentioned above,the Group isexpected to have a substantial net cash position.In the light of this

22、 the Board intends toexplore options for the future of the Company in order to maximise shareholder value.Thesemay include a cash return to shareholders,the acquisition of an existing business or a combination of these alternatives.John SleemanChairman14 March 2018Chairmans introduction02PV Crystalo

23、x Solar PLCAnnual report and accounts 2017Operational and financial reviewAfter seven years the Board has concluded thatthere is no real prospect of any change in market conditions which might permit a return toprofitability for the Groups wafering operation without further investment.Iain Dorrity,C

24、hief Executive OfficerOperational review of 2017Market environmentMarket prices continued to decline across all sectors of the PV value chain(except polysilicon)during 2017 although there was a modest and short lived price recovery during a four month period from April to August 2017.Multicrystallin

25、e wafer prices remained under acute pressure and fell by around 15%.The impact on wafer manufacturers has been exacerbated by a corresponding increase in polysilicon prices during the period and into 2018 when prices peaked atclose to a three-year high in January 2018.Prices essentially remained dec

26、oupled from production costs due to industry overcapacity inChina which continued to consolidate its dominant position both in manufacturing andend market demand.According to data released by the China PV Industry Association,China accounted for 71%of global PV module production and 68%of solar cell

27、s in 2017.Thecountrys position in wafer production waseven stronger with a market share of83%while for polysilicon it was 56%.Group operations in 2017WafersGroup wafer shipments totalled 146MW in 2017 an increase of 28%on the 114MW shipped in 2016 and were broadly in line with production volumes.A m

28、inor increase in wafer dimensions from 156mm to 156.75mm was carried out during Q1 2017 in line with a change in the industry standard.All 156mm inventory was sold during the year and wafers in inventory at the year end are 156.75mm.As in the previous year,the vast majority of the Groups wafers were

29、 used in modules for the French PV market where the low carbon footprint obtained by wafering in Germany was beneficial.This special market supported demand but only provided limited insulation from the pricing pressure which was ravaging the PV industry.France had a cumulative installed PV capacity

30、 of around 7.4GW in June 2017 and has set an ambitious growth target to reach 20GW bytheend of 2023.The French government hasan ongoing solar energy tender program of2.5GW per year and the Energy Regulatory Commission requires an official carbon footprint assessment of all modules to be eligible for

31、 the auctions.The carbon footprint isthe second most important factor taken intoconsideration after price.Ingot and block productionIn March 2017 the Group announced the termination of multicrystalline silicon ingot production in the United Kingdom.It was intended that once these ingot production fa

32、cilities had been closed that the Group would instead source ingots from external sources.After the announcement the Group continued toproduce some of its own ingots and purchased the balance of the required ingots all of which were processed into blocks in the United Kingdom.These blocks were then

33、processed into wafers in our German facility.The Group advised in July 2017 the closure ofallUnited Kingdom manufacturing operations in order to better align production costs with market prices and further reduce overheads.Inaddition to the closure of ingot production facilities the Group proposed c

34、easing block production in the United Kingdom and instead source blocks from an external supplier.Following a consultation process with its UnitedKingdom workers all production,both ingot and block,ceased at the end of August 2017.By purchasing blocks directly from an external supplier the Groups in

35、tention was to maintain its operational wafer production capabilities in Germany and continue its focus on the niche low carbon footprint wafer market where it has some competitive advantage.Since August 2017,work in the United Kingdom has focused on clearing the production facilities and the former

36、 head office and returning the buildings to the landlord.The programme is now close to a successful conclusion following the surrender of two leases at the end of 2017 and a further lease at the end of January 2018.Advanced negotiations are ongoing for an agreement to vacate and to terminate the lea

37、se on the remaining building on 31 March 2018.Polysilicon contracts and polysilicon revenueThe Group is no longer burdened with purchase obligations under long-term polysilicon contracts following the settlement of the last outstanding contract in September 2016.The legacy of the polysilicon contrac

38、ts was a significant build up of raw material inventory at the end of 2015 due to annual purchase volumes being considerably in excess of production requirements together with a slowdown in the polysilicon market during 2015.The Group was able to achieve a significant reduction in inventory level by

39、 trading surplus volumes in 2016.This trading continued in 2017 albeit at a lower level and outstanding polysilicon inventory was successfully eliminated during Q42017.Wafer supply contractsThe Group has a significant outstanding long-term sales contract with one of the worldsleading PV companies wh

40、ich has failed topurchase wafers in line with its obligations since 2013.The supply contract was signed in2008 and related to wafer shipments over a seven-year period with prices which reflected market prices at that time and which are considerably above current levels.Despite extensive negotiations

41、 it has not been possible to reach a mutually acceptable agreement and a request for arbitration was filed in March 2015 with the International Court of Arbitration oftheInternational Chamber of Commerce.Subsequently in an attempt to find an amicable solution both parties agreed to follow a mediatio

42、n process led by an external mediator during December 2016 but without success.The evidentiary hearing of the arbitral tribunaleventually took place in Frankfurt in late March 2017 and the final award rendered by the International Court of Arbitration of the 03PV Crystalox Solar PLCAnnual report and

43、 accounts 2017Wafer productionInternational Chamber of Commerce was received on 8 November 2017.The award requires the customer,to pay the amount ofaround 36 million including interest to theGroup.Once payment has been made thecustomer has the right to receive the outstanding 22.9 million wafers.No

44、payment has yet been made to the Group despite interest continuing to accrue at a rate ofaround 180,000 per month.Negotiations have taken place in recent weeks without success as yet to explore whether any agreement could be reached to eliminate the wafer deliveries together with a corresponding red

45、uction in the payment.As reported previously a partial resolution oftheother outstanding wafer supply contract,with a customer which entered insolvency andwhere shipments stopped in 2012,has been achieved.Claims had been registered withthe administrator and an interim settlement of 0.96 million was

46、received during H1 2016.The expected final payment has been increased from 0.375 million to 0.562 million following approval from the insolvency court although the timing remains uncertain.Financial reviewIn 2017 Group revenues decreased by 53.5%to 26.4 million(2016:56.7 million).Despite the volume

47、of wafer shipments increasing by 28%the decrease in revenues was mainly due to a decline in sales of excess polysilicon feedstock when compared to 2016.During 2017 the Group recognised other incomeof 23.8 million,which was 18.4 million higher than in 2016.21.8 million of this income was inrelation t

48、o customer compensations including 20.5 million for the final arbitration award.Itshould be noted that the Group expects to recognise further income for the arbitration award in 2018 once a final agreement has been reached with the customer over the outstanding wafer obligations.Experts in multicrys

49、talline silicon wafersPV Crystalox Solar continues to contribute to making solar power cost competitive with conventional hydrocarbon power generation and,as such,continues to seek todrive down the cost of production whilst increasing solar cell efficiency.We are the only remaining pure play wafer m

50、anufacturer in Europe and are able to take advantage of any EU specific manufacturing incentives.The Group has focused on the French niche low carbon footprint wafer market,where it has some competitive advantage.The Group exports the vast majority of its wafers to customers around the world.Our pro

51、duction process until August 2017:Our production process since August 2017:Multicrystalline silicon ingots are directionally solidified,under carefully controlled conditions,from molten,high-purity polysilicon,in production systems designed.These were manufactured internally at the Groups facilities

52、 at Crystalox Limited,in the United Kingdom until August 2017.This is carried out by our external supplier.Ingot productionBlock production1The sectioning of ingots into blocks was carried out at the Groups facilities at Crystalox Limited,in the United Kingdom,until August 2017.Quality control check

53、s were carried out throughout ingot and block production,resulting in consistent,high performance multicrystalline wafers.This is carried out by our external supplier and the blocks are delivered to our wafering production facility in Germany.2Wafering of the blocks takes place usingwiresaws at the

54、Groups facility atPVCrystalox Solar Silicon GmbH,inErfurt,Germany.Wafers are manufactured to meet the highest standards and we work with our customers to increase product quality.3Our businessDelivering to customers worldwidePV Crystalox Solar supplies multicrystalline silicon wafers to PV companies

55、 and also generates revenues through the sale of polysilicon.We collaborate closely with customers to ensure standards are maintained and that any technological developments are passed on quickly.Strategic report04PV Crystalox Solar PLCAnnual report and accounts 2017Operational and financial review

56、continuedGroup operations in 2017 continuedFinancial review continuedThe positive gross margin in the year was 1.7million whereas in 2016 there was a gross margin of 8.1 million.Two factors contributed to the positive margin in 2016:sales of excess polysilicon inventory at prices above the 2015 year

57、-end valuation as a result of the rebound inpolysilicon spot prices during H1 2016 and stronger wafer sales prices during that period.Personnel expenses of 8.2 million(2016:7.6million)were 8.1%higher than those in 2016 due to termination payments inrelation to the closure of United Kingdom productio

58、n operations partly offset by lower employee numbers there.Other expenses at 4.7 million were 3.2million lower than in 2016 mainly duetothe 4.3 million cost of cancelling the polysilicon purchase contract,where the Group forfeited a significant portion of its outstanding prepayment in 2016.Partly of

59、fsetting this were higher legal costs in 2017 due to pursuing the arbitration award.The Groups annual depreciation and impairment charge in 2017 at 0.7 million was0.5 million higher than in 2016 due to an impairment charge of 0.5 million which was recognised following a review of the recoverable val

60、ue of certain assets.It should be noted that the Groups remaining plant and equipment,was largely written down between 2011 and 2013.There was a negligible currency gain in 2017 compared to a much larger gain of 3.9 million in 2016.Approximately two thirds of the 2016 gain related to the retranslati

61、on of the polysilicon contract deposit,whilst the remainder of the gain mostly related to revaluing foreign currency cash balances held in the UK.Overall the Group generated a profit before taxes of 12.0 million(2016:profit of 1.7 million).The 10.3 million increase compared to 2016 was driven largel

62、y by increases in other income of 18.4 million and reductions in other expenses of 3.2 million.Offsetting this was a6.4 million reduction in gross margin and 3.9 million incurrency gains together with increases in personnel costs(0.6 million)and depreciation and impairment(0.5 million).The Groups ca

63、sh position at the year end of26.9 million was 1.9 million lower than thenet position of 28.8 million at the start ofthe year.Net cash outflows of 1.2 million used in operating activities and negative foreign exchange rate changes on cash of 1.0 million were partially offset by 0.3 million of net ca

64、sh generated from investing activities.Inventories decreased during the year by 7.3million from 11.2 million at the end of2016 to 3.9 million at the end of 2017.Rawmaterials inventory decreased by 3.6million compared to 2016.Finished product decreased by 1.5 million as wafer inventory decreased.Work

65、 in progress was nolonger recognised following the closure ofUnited Kingdom production operations andconsequently decreased by 2.1 million.Previously work in progress included ingots andblocks processed at Crystalox Limited.Going concernThe Groups directors are required to make anassessment as to wh

66、ether it is appropriate to prepare the financial statements on a going concern basis by considering the Groups ability and intention to continue in business.The Group have been operating a cash conservation strategy to maximise cash heldand to enable the Group to manage its operations whilst market

67、conditions remain difficult.A description of the market conditions and the Groups plans to conserve cash is included in the Strategic Report.On 31 December 2017 there was a net cash balance of 26.9 million,and a cash inflow ofatleast 20.5 million expected from the arbitration award.As part of its no

68、rmal business practice,the Group regularly prepares both annual and longer-term plans which are based on the directors expectations concerning key assumptions.The directors,after careful consideration and after making appropriate enquiries,are of the opinion that the levels ofnet cash outflows remai

69、n low such that theGroup has sufficient cash to continue inoperational existence for at least twelve months from the date of approval of the financial statements,inMarch 2019.The Group intends to continuing wafering operations at close to capacity during H1 2018and has announced in these financial s

70、tatements an intention to sell or restructure the wafering operation at PV Crystalox Solar Silicon GmbH,in Germany.Under the restructuring option the Group will focus on the cutting of non-silicon materials together with a continued focus on research and development activities.The Board has conclude

71、d that it should seek a buyer who would be willing to develop thesilicon wafering operation.In parallel,consultations will take place with the workers council in Germany to explore the merits of significantly restructuring the operation to focus on the cutting of non-silicon materials such as glass

72、and quartz together with acontinued focus on research and development activities.Wafer shipments 146MW2016:114MWEBT 12.0m2016:1.7mNet cash(used in)/generated fromoperatingactivities(1.2)m2016:18.0mRevenue from operations 26.4m2016:56.7mKPIs05PV Crystalox Solar PLCAnnual report and accounts 2017Strat

73、egic reportAs a result of this assessment the directors haveconcluded that the Group has the ability and the intention to continue in business.Itshould be noted that whilst the Group and PVCrystalox Solar Silicon GmbH have been prepared on a going concern basis the operations at Crystalox Limited ha

74、ve not following the announcement on 13 July 2017 that Group intended to cease United Kingdom manufacturing operations inH2 2017.StrategyThe Group has been operating in cash conservation mode since 2011 when the PVindustry was first impacted by Chinese manufacturing overcapacity and pricing collapse

75、d.During the intervening years the Group has progressively restructured and pursued cost reduction programmes while attempting to maintain key operational capabilities in the expectation that market supply and demand might come into equilibrium and pricing environment become more rational.In additio

76、n it has been successful in managing its working capital especially by reducing inventory.Regrettably no improvement in market conditions has materialised during the intervening seven years.Despite claims ofunfair trade practices and anti-dumping investigations in Europe andUSA,Chinese players in th

77、e PV industry have become totally dominant and the market environment transformed.PV manufacturing inEurope has been virtually eliminated while PVinstallations in Europe which accounted foraround 75%ofglobal demand in 2011 now account for less than 10%.At the same time PVinstallations in China have

78、grown at an extraordinary rate such that China has been the largest global market since 2013 and accounted for around 50%ofglobal demand in 2017.It is worth noting thatChina installed around 50GW in 2017 which exceeded the total global demand in 2014.After seven years the Board has concluded thatthe

79、re is no real prospect of any change in market conditions which might permit a return to profitability for the Groups wafering operation without further investment.Currently the Group uses slurry wafering technology which has been the dominant technology for multicrystalline wafer production for man

80、y years.Fixed abrasive wafering(“FAW”)using diamond wire where theabrasive grains are fixed to the wire,offers significant cost reductions through reduced silicon consumption.The technology has been successfully adopted for monocrystalline wafering in recent years and is now being extensively applie

81、d to multicrystalline wafer production in China.Investment in new diamond wire saws should thus improve the Groups competitive position and also enable diversification into production of monocrystalline wafers.However with little prospect of any relaxation in the extreme pricing pressure from Chines

82、e companies the Board does not believe such investment is in shareholders interests.Instead the Board has concluded that it should instead seek a buyer who would be willing to develop the silicon wafering operation.In parallel,consultations will take place with the workers council in Germany to expl

83、ore the merits of significantly restructuring the operation to focus on the cutting of non-silicon materials such as glass and quartz together with a continued focus on research and development activities.The Group has been developing capabilities in cutting of non-silicon materials during the last

84、twelve months and sees interesting opportunities forgrowth albeit on a smaller scale than silicon wafering but importantly without the intense price competition.OutlookDuring the first half of the year our focus will beon completing the clearing of UK facilities and resolving the future of our Germa

85、n wafering facility.Wafering is expected to terminate at theend of June but in the meantime we will decide on two possible alternative options:either finding a buyer for the operation or significantly restructuring to focus on cutting ofnon-silicon materials.The Group expects soon to reach an unders

86、tanding with the customer regarding the arbitration award and will have a substantial cash position following receipt of the funds.As a consequence the Board will explore options for the future which might include return of cash to shareholders orthe acquisition of an existing business.Iain DorrityC

87、hief Executive Officer 14 March 2018Net cash 26.9m2016:28.8mBasic profit per share 0.0692016:0.011Inventories 3.9m2016:11.2m06PV Crystalox Solar PLCAnnual report and accounts 2017The current marketAnnual worldwide PV installations surpassed the100GW mark in 2017 for the first time.2018 could be a ch

88、allenging year.14GW Second largest global market in 2016 25GW of cumulative installations Our key operating locations34GW Largest global market in 2016 77GW of cumulative installations,theworlds largest9GW Third largest global market in 2016 45GW of cumulative installations bythe end of 20164.5GW 10

89、GW of cumulative installations Likely to overtake Japan to become third largest market in 20172GW Largest market in Europe for the thirdyear running 11.5GW of cumulative installationsUnited StatesUnited KingdomIndiaJapanChina07PV Crystalox Solar PLCAnnual report and accounts 2017Strategic reportMark

90、etsAnnual worldwide PV installations surpassed the 100GW mark in 2017 for the first time,largely due to explosive deployment in China,where yearly investment reached a new record.The USA market came in second,with about 12GW according to market analysts Energy Trend,with India overtaking Japan to be

91、come the third largest market.Global deployment rose by 26%year on year in2017,following a 42.5%year-on-year jump in2016.The Asia-Pacific region accounted for about 72%of the global PV market last year,primarily due to the ongoing expansion of the Chinese market.Energy Trend estimates that global so

92、lar installations reached 108GW in 2017 and expects little growth in 2018.Its prediction is broadly in line with other recent forecasts for 2018.China2017 was an outstanding year for Chinas solar industry.The country added an astounding 53.1GW in solar installations which represents a 54%increase on

93、 the 34.5GW installed in 2016.According to the latest report released by Asia Europe Clean Energy(Solar)Advisory(“AECEA”),Chinas cumulative installed capacity had reached 130GW at the end of 2017 and this is expected almost double to 250GW by the end of2020.China added a total of 133 GW of power gen

94、eration capacity in 2017 with solar dominating the energy mix.The 53.1GW ofsolaradded was more than 46.8GW of conventional thermal generating capacity.United StatesThe United States installed 4GW in Q4 2017,itssecond largest quarterly level according tothe latest estimates from GTM Research.This bro

95、ught 2017 installations to 11.8GW,a 22%decline on 2016 levels which were boosted by a spike in installations from projects scheduled to come online before the expected drop-down of the Investment Tax Credit(“ITC”).GTM Research estimates that cumulative installations reached 54.5GW at the end of 2017

96、 and expects that even with the expected 11%decline in installations over the next four years the United States will install more than 10GW annually through 2022,and reach 115GW in2022.IndiaAccording to market analysts Mercom,PV was the fastest growing energy generation source inIndia in 2017,with 9

97、.6GW installed more than twice the 4.3GW installed in 2016.PV accounted for over 45%of all new power generation capacity whereas coal only accounted for 19%.Large-scale solar projects accounted for the major share of installations,at around 90%,with the remaining 1GW coming from rooftop solar.Indias

98、 cumulative installations reached almost 20GW by the end of 2017.Meanwhile,Mercom finds that approximately 10.6 GW of large-scale solar projects were under construction,and another 4.3 GW of tenders pending auction.Despite last years record growth,Mercom predicts a decline to 7.5GW in 2018 due to hi

99、gher module prices and a smaller project pipeline.JapanJapan installed 7GW in 2017 despite government efforts to cancel approvals forprojects that were registered under the countrys old feed-in tariff(“FIT”)program.According to Tokyo based consultants RTS,Japans Ministry of Economy,Trade and Industr

100、y(“METI”)has revoked FIT approvals for260,000 solar projects,totalling 14.6GW ofcapacity,out of 84.5GW of projects that had been approved under Japans old FIT scheme.However,about 30GW of PV capacity approved for development under the old program is still waiting to be commissioned.Japans cumulative

101、 installed solar capacity hadreached just below 50GW at the end of 2017 and with 78GW expected to be added in 2018,the country appears on track to hit its 2030 solar installation target of 64 GW by as early as 2020.International tradedisputesThe Chinese Ministry of Commerce(“MOFCOM”)imposed duties o

102、n polysilicon imported from South Korea and the United States in July 2013,after launching an investigation into alleged anti-dumping of the raw material by US and South Korean producers in the prior year.At the time,MOFCOM set import duties ranging from 2.4%to 48.7%for Korean producers,while US man

103、ufacturers were handed duties ranging from 53.3%to 57%,depending on the dumping margin.Following a twelve-month review MOFCOM increased the duties in November 2017 on Korean imports with 4.4%being applied to the largest supplier and a range of levies of up to 113.8%for the other companies.China had

104、spared European polysilicon producers(namely Germany),after Beijing and Berlin reached an agreement on the matter in July 2013.The EU first imposed trade defence measures on solar cells and solar panels from mainland China in December 2013.The measures were acombination of tariffs(anti-dumping dutie

105、s ranging from 27.3%to 64.9%and countervailing duties ranging from 0%to 11.5%),and a minimum import price(“MIP”).The European Commission(“EC”)accepted a price undertaking,whereby certain exporting producers from mainland China agreed to sell their solar cells and solar panels to EU customers at a pr

106、ice ator above an MIP.In return for doing so,the anti-dumping and countervailing duties were not levied on their imports into the EU.The trade defence measures were initially imposed for aperiod of two years and later extended for a period of 18 months in March 2017.As a result,the trade defence mea

107、sures are now set to expire in September 2018.In September 2017 the EC introduced a program of progressive quarterly reductions in the MIP from October 2017 which will result in a decline of 20%in the module MIP by July 2018.The decision to reduce and amend the MIP was reached after a vote of the EU

108、 Member States trade representatives on 7 September 2017.While the Commissions proposal was opposed by 13 Member States and actively supported by only one Member State,the remaining 14 Member States abstained.Due to the fact that abstaining votes count as positive in this procedure,the vote failed t

109、o block the Commissions proposal,despite resistance from numerous Member States.The USA has maintained duties on imports ofPV modules from China for several years.The first of two anti-dumping and anti-subsidy cases against China was filed in November 2011 and subsequently led to the imposition of s

110、teep tariffs on Chinese cells.This led to a widespread use of Taiwanese PV cells,and another complaint was filed in November 2011 against both Chinese cells and modules and Taiwanese cells,which led to more tariffs being imposed.As in Europe the effectiveness of duties was much reduced as many Chine

111、se manufacturers set up manufacturing capacity in South East Asia inaneffort to avoid these tariffs altogether.However,following an US International Trade Commission(ITC)enquiry,President Trump announced in January 2018 that imports of cells and modules from all countries will now face a tariff of 3

112、0%.The rate will decline by 5%in each of the three subsequent years and the first 2.5GW of cell imports will be exempt for the four-year duration of the tariffs.The ITC enquiry followed a complaint filed in April 2017 under Section 201 of the Trade Act of 1974 by Suniva,aGeorgia-based manufacturer t

113、hat went into bankruptcy.Suniva had argued that it and other US manufacturers had suffered serious injury because of a surge in imports.The complaint was subsequently supported by Solarworld,aGerman company with US manufacturing operations,which went into bankruptcy in May.08PV Crystalox Solar PLCAn

114、nual report and accounts 2017Risk management and principal risksEffectively managing the risks the Group facesDuring 2017 ingot and block production operations in the UnitedKingdom were closed.Wafering operations will continue at closeto capacity during H1 2018 and will then be sold or restructured.

115、Under the restructuring option the Group will then focus on research and development activities and non-silicon wafering whilst retaining limited silicon wafering capabilities.The key risks to which the Group is exposed are described below.The Group might be affected by a number of risks,which may h

116、ave a material adverse effect on our reputation,operations and/or financial performance.The risks associated with the Groups financial instruments are detailed in note 25 in the Notes to the Consolidated Financial Statements.The Group is exposed to a number of other risks,some of which may havea mat

117、erial impact on its results.It is not possible to identify or anticipate every risk that may affect the Group,some of which may not be known ormay not have been assessed.Our overall success as a global business depends,in part,upon our ability to succeed in different economic,social and political en

118、vironments and manage and mitigate such risks.Risk statusIncrease in risk levelDecrease in risk levelNo change in risk levelPrincipal risksNature of riskRisk statusMitigating actionsPrice of wafers on the spot market falls below cash cost of productionCurrently the spot market price marginally excee

119、ds the Groups cash cost of wafer production(excluding labour)but does not allow full recovery of overheads.Should the spot price of polysilicon increase more than the wafer price the Group may be unable to recover the cash cost of production.Focus on producing low carbon wafers for the French PV mar

120、ket which can be sold at a premium to spot price.Lowering production costs.Reduction in ingot production output and purchase of ingots from external supplier.Continuing cash conservation measures.Maintaining a strong balance sheet which gives the Group the strength to weather the ongoing price squee

121、ze.Loss of a key production facility could disrupt ourability to deliver wafervolumes Following the closure of the ingot productionand block production operations inthe UnitedKingdom the Group only has operations at the wafering stage.The loss ofthat facility would impact the Groups ability to manuf

122、acture wafers.We have health and safety,fire prevention and security procedures in place at all facilities.We have comprehensive property damage and business interruption insurance in place.09PV Crystalox Solar PLCAnnual report and accounts 2017Strategic reportPrincipal risksNature of riskRisk statu

123、sMitigating actionsOur reliance on other key suppliers The Group is solely reliant on certain key suppliers for some goods and services.Shouldany of these key suppliers cease supplyit might impact the Groups ability tomeet production targets.We have long-term relationships which help protect our acc

124、ess to goods and services provided by our key suppliers.We look to develop relationships with alternative suppliers such that we could obtain those goods and services,if required.Shrinking customer baseWith many companies exiting the PV industry either voluntarily or through insolvency and the incre

125、asing dominance of Chinese players the accessible customer base is getting smaller.The Group is dependent on a small number ofcustomers for its sales and the loss of any major customer either to a competitor or through its own business circumstances might impact significantly on the Groups financial

126、 condition.As a result of our focus on low carbon footprint wafers where possible we concentrate on customers who target theFrench PV market.We work in partnership with our customers to ensure that the quality,specifications and efficiency of our wafers are suitable for their current and future need

127、s.Foreign exchange exposureThe majority of sales are invoiced in Euros whilst the purchase of blocks is in US Dollars and other costs are in Euros and Sterling.Significant changes in exchange rates could impact the Groups income statement.Sales of wafers are negotiated on a monthly basis,with the pr

128、ices determined by reference to the spot price for wafers,which is quoted in US Dollars.Blocks are purchased in US Dollars withprices determined on a monthly basis with process influenced by the spotprice for polysilicon.The use of spot prices to guide negotiations and the monthly negotiation mitiga

129、tes the foreign exchange exposure.10PV Crystalox Solar PLCAnnual report and accounts 2017The environmentOur productThe Group is a producer of multicrystalline silicon wafers for the production of solar cells.These cells are processed into solar systems used for the generation of renewable electricit

130、y with a lifetime in excess of 25 years,providing electricity for a known starting cost and with minimal maintenance.Depending on the systems location,it has been estimated that the total energy used in the production of a silicon solar system will be recovered within aperiod of two to three years.O

131、ur processesIt is the Groups policy to:seek to eliminate and,where this is notpracticable,to minimise negative environmental impacts from the pursuit ofall business interests while continuing toproduce high quality products which meetcustomer requirements;comply with all statutory environmental legi

132、slation as a minimum,and aim to improve upon the standards set by the localregulatory authorities;and foster an informed and responsible approach to all environmental concerns and encourage the involvement of employees,customers and suppliers.Regulatory authorities are consulted and informed at all

133、appropriate times.Waste and recyclingThe Group has effective environmental management and health and safety systems inplace,in support of,and to complement,its quality assurance systems.Across all its sites in the United Kingdom and Germany a proactive approach is taken to the pre-treatment of waste

134、as required by the EU Landfill Directive.The purpose of this treatment requirement istoreduce the impact of waste sent to landfilland to increase the amount of waste that isrecycled.Environmental management systemsWe recognise the need to establish,formalise and apply an environmental management sys

135、tem at each of our manufacturing sites.Therefore,in order to enhance further its already effective environmental and health andsafety management systems:Crystalox in the United Kingdom continued on its programme to achieve environment and health and safety accreditations during 2017 until manufactur

136、ing operations ceased at the end of August 2017;and the site in Erfurt,Germany,has been carrying out an environmental audit for more than ten years,focusing on the consumption of water,electricity and on the emission ofwaste materials.These high standards complement and consolidate Crystalox and the

137、 Erfurt operations EN ISO 9001 status;further fulfilling our responsibility to the environment and health and safety.Our staffThe Groups policy is to provide equal opportunities to all existing and prospective employees.The Group recognises that its operation and reputation depends upon the skills a

138、nd effectiveness of its employees and is committed to the fair and equitable treatment of all and to prohibit discrimination on the grounds of age,gender,religion,sexual orientation,race,nationality or ethnic origin.It is the Groups policy to give sympathetic consideration to the recruitment,continu

139、ing employment,training,career development andpromotion of disabled persons.In the event that a person became disabled he or she would continue to be employed,wherever possible,inthe same job.If the degree of disablement made this impractical,every effort would be made to find suitable alternative e

140、mployment and to give any appropriate training.The Groups policy on training and career progression applies equally to everyone within the Group whether or not disabled.The Group communicates its performance to its employees following the release of the preliminary and interim results each year.In G

141、ermany there is a workers council and in the United Kingdom there is an employee forum at which factors affecting workers employment is discussed.Training and health and safetyThe Group recognises that a key factor in its successful operations is its personnel.At all sites managements top priority h

142、as been to provide a safe and secure work environment forall.To this end,health and safety training has been of paramount importance.Initial in-house health and safety induction training for all personnel joining is supported byexternal specialist trainers for occupation specific training.During 201

143、7 fire safety awareness training was undertaken by selected staff at each site as well as first aid training and manual handling training.A voluntary health management programme was run for all staff in Erfurt in 2017.The Group is committed to the ongoing training and development of its personnel.Pa

144、rticular skills-based training is provided to individuals when identified and seen as beneficial to the overall operation of the Group.The introduction of new technologies and new and efficient working methods has resulted in personnel being trained to both develop and hone their knowledge and skill

145、s.A flexible work environment has meant that personnel are given the chance to work in different departments,thereby helping them maximise their potential and sense of fulfilment.Corporate responsibilityIt is Group policy to foster an informed and responsible approach to all environmental concerns a

146、nd encourage the involvement ofemployees,customers and suppliers.Gender diversityThe following table sets out a breakdown by gender showing at 31 December 2017(i)the number of persons who were directors of the Company;(ii)the number of persons who were senior managers of the Group(other than persons

147、 falling within sub-paragraph(i);and(iii)the number of persons who were employees of the Group.Numberof men%Numberof women%Directors 3100.0%00%Senior managers 5100.0%00%Other employees5660.9%3639.1%11PV Crystalox Solar PLCAnnual report and accounts 2017Strategic reportIn Germany,the Group has been r

148、unning anapprenticeship programme for a number ofyears and in the UK we enrolled our first apprentice during 2014.Currently,there are eightyoung people in Erfurt enrolled in technical and administrative jobs.The intention of the programme was that after a three-year period these apprentices would ha

149、ve the chance to become permanent members of staff.For some of the apprentices the programme enables them to continue with their studies to obtain adegree in engineering.The Group recognises its responsibilities underhealth and safety legislation in each country ofoperation to ensure,so far as it is

150、 reasonably practicable,the health,safety and welfare ofallits employees.Group policy is to take all reasonable precautions to prevent accidents and dangerous occurrences and for the creation of working conditions which safeguard employees.The Group attaches the greatest importance to health and saf

151、ety,considering this to be a management responsibility.To this end the Group will allocate the necessary resources and enlist the active support of all employees upon whom duties are also imposed by health and safety legislation.The Group regards the standards set by the various relevant statutory p

152、rovisions as the minimum standards which must be achieved and endeavours to improve upon these where reasonably practicable.In the United Kingdom health and safety management was supported by the appointment of health and safety representatives from key departments as well as the Health and Safety S

153、teering Committee which met at monthly intervals throughout the year,until the cessation of manufacturing activities,to monitor performance and promote a safe working environment within the business.In Erfurt five safety representatives are appointed onto the Health and Safety Committee which met fo

154、r four quarterly meetings in 2017.Human rightsWe confirm our commitment to the human rights of our employees across all of our businesses.We will include a statement concerning slaveryand human trafficking on our website,as is required by the Modern Slavery Act.PV Crystalox Solar greenhouse gas emis

155、sionsGreenhouse gas(GHG)emissionsThis greenhouse gas(“GHG”)emissions report is in line with UK mandatory reporting requirements as set out under the Companies Act 2006(Strategic and Directors Reports)Regulations 2013.The Groups emissions have been calculated based on the UK Governments Environmental

156、 Reporting Guidance.Emissions reported correspond with our financial year.We are reporting thedirect emissions from combustion of fuel in PV Crystalox Solar facilities(Scope 1)and indirect emissions resulting from electricity purchased by PV Crystalox Solar(Scope 2).These emissions coverthe operatio

157、n of ingot production,block production and head office activities in the UK andthewafer production activities in Germany.Emissions are predominantly from gas and oil combustion and electricity use at our manufacturing facilities.We have used conversion factors provided in the“UK Government conversio

158、n factors for company reporting”for UK emissions and have taken into account the local electricity mix for the conversion factor for our German operations.We have used tonnes of CO2 per MW of wafer shipments as an intensity measurement.2017(tonnes CO2 equivalent)2016(tonnes CO2 equivalent)Scope 1Dir

159、ect emissions from combustion of fuel inPV Crystalox Solar PLC Group facilities194234Scope 2Indirect emissions resulting from electricity purchased by PV Crystalox Solar5,36510,384Scope 1 and Scope 25,55910,618Intensity measurementTonnes CO2/MW of wafer shipments*38.192.3*It should also be noted tha

160、t using the revenue figure from the financial statements would include sales of surplus polysilicon in addition to wafer shipments.The management team will continue to monitor and review the appropriateness of the intensity ratio.Directors approval statementThis Strategic Report as set out on pages

161、1 to 11 has been reviewed and approved by the Board ofDirectors,and signed on its behalf by:Iain DorrityChief Executive Officer14 March 201812PV Crystalox Solar PLCAnnual report and accounts 2017Chairmans introduction to governanceThe Company is fully compliant with the governance requirements of th

162、e QCA Code.John Sleeman,ChairmanDear Shareholder,The Board is mindful of its responsibilities to the Companys shareholders and key stakeholders toensure the Company has the right people,systems and processes in place to manage risk and deliver the Groups agreed strategy.As Chairman,I am responsible

163、for ensuring that theBoard operates effectively with well-informed directors asking the right questions and setting the right tone from the top.This Corporate Governance Statement describes our approach to governance and highlights a number of the actions we have taken during the year.Governance cod

164、e and complianceSince October 2013 the Company has been a standard listed company on the Official List.Asa standard listed company the governance levels are lower than those that apply to premium listed companies.When the Companymoved to the standard list I declared,in the change of listing circular

165、,“YourBoard does not intend to implement any reduction in the standards of reporting and corporate governance which the Company currently maintains.”Following discussions with its advisers,the Board determined that,whilst the Group continues to undertake the same governance activities as in prior ye

166、ars,it would report against the Quoted Companies Alliance Corporate Governance Code for small and mid-size quoted companies 2013(“QCA Code”)and has done so since 2016.The Company is fully compliant with the governance requirements of the QCA Code.Board balance and independenceThe QCA Code guidance o

167、n independence states that it is important for an effective boardto foster an attitude of independence ofcharacter and judgement.A company should have at least two independent non-executive directors.Small and mid-size quoted companies may find it difficult to meet the 2012 and 2014 United Kingdom C

168、orporate Governance Code(the“Code”)requirement of independence and therefore,for those companies,the chairman may count as one of the independent directors,provided he was independent at the time ofappointment.The Nomination Committee found,and the Board agreed,that I demonstrate independence of cha

169、racter and judgement and as a result it isstill in the best interest of the Company that Iremain on the Board and the Committees.Throughout the year the Board had two independent non-executive directors and one executive director.The Board believes,given the current circumstances,that this compositi

170、on isthe most appropriate for the time being.Further details are set out on page 13.The Chairmans length of serviceThe tenth anniversary of my appointment totheBoard occurred in June 2017 during the2017 financial year.The terms of reference ofthe Audit,Nomination and Remuneration Committees permit a

171、ppointments to the respective Committees for nine years(i.e.three periods ofthree years).In the normal course of events Iwould have stood down from those Committees in June 2016 and a new non-executive director would have been appointed.The Board believes that given the current circumstances the mos

172、t appropriate course of action is that I should remain on those Committees.Performance evaluationDue to the current scale of operation and the cash conservation strategy,the Board agreed tocarry out an internal review.I led this review supported by the Group Secretary.The review found that the Board

173、 is operating effectively.The performance of the individual directors was evaluated and my performance was evaluated by the Senior Independent Director and the Chief Executive Officer.The performance of the Board,its Committees,the individual directors and the Chairman were all found to be effective

174、.Further details are set out on page 13.John SleemanChairman14 March 201813PV Crystalox Solar PLCAnnual report and accounts 2017GovernanceCorporate governance statementComplianceThe Board appreciates the benefits of strong corporate governance,which helps to protect long-term shareholder value and m

175、aintain a flexible,efficient and effective management framework within an entrepreneurial environment.The QCA Code permits the Chairman to be treated as independent provided that he was independent at the time of appointment.As John Sleeman was independent at the time of his appointment and because

176、the Board considers that he demonstrates independence of character and judgement,the Company is fully compliant with the governance requirements of the QCA Code.Board of DirectorsThe Board is primarily responsible for the success of the Group by providing leadership within a framework of prudent and

177、 effective controls which enables risk to be assessed and managed.The Board sets the Groups strategic aims,ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance.The Board sets the Groups values and standards and

178、ensures that its obligations to its shareholders and others areunderstood and met.Matters reserved for the BoardThe Board has a formal schedule of matters reserved to it for its decision.This schedule is reviewed annually and includes approval of:Group objectives,strategy and policies;business plann

179、ing;substantial transactions,contracts andcommitments;review of performance;risk assessment;dividends;appointments to the Board and as Group Secretary;and senior management appointments andsuccession plans.Other specific responsibilities are delegated to Board Committees,which operate within clearly

180、 defined terms of reference.Details of the responsibilities delegated to Board Committees are given on pages 16 to 26.Board balance and independenceDuring the year the Board consisted of two independent non-executive directors and the ChiefExecutive Officer.The Chairman was independent on appointmen

181、t and demonstrates independence of character and judgement;and Michael Parker is deemed to be independent inaccordance with the QCA Code.The Board recognises Michael Parker as the Senior Independent Director who is available toshareholders if they have any relevant issues or concerns.Brief biographi

182、cal details of all members of the Board are set out on page 15.The non-executive directors bring a wide range of commercial and financial experience and knowledge and are independent of management and any business or other relationship that could interfere with the exercise of their judgement.This p

183、rovides a balance whereby an individual or small group cannot dominate the Boards decision making.The non-executive directors entered into arrangements for initial three-year periods and their appointments continue subject to re-election at each AGM or six months notice in writing from either party.

184、The terms and conditions of appointment of the non-executive directors can be inspected at the Companys registered office and will be available for inspection at the Annual General Meeting.John Sleeman was appointed on 11 June 2007 and Michael Parker was appointed on 1 January 2010.The Board has est

185、ablished a separate Nomination Committee and details of its responsibilities andactivities are on page 16.Board meetingsThe Board meets at least six times per annum and at other times according to business requirements.During 2017 there were eight Board meetings.Meetings are held in Central London a

186、nd at the Groups operating subsidiaries:at Abingdon in the United Kingdom;and at Erfurt in Germany.When the Board meets at the Groups operating subsidiaries the Board will have a detailed presentation from the subsidiary directors at that location and an opportunity to review the operation and to me

187、et local management.During 2017 the number of Board and Committee meetings with individual attendances was as follows:BoardAuditRemunerationNominationIain Dorrity8/83/33/32/2Michael Parker*8/83/33/32/2John Sleeman*8/83/33/32/2*Non-executive directors.Board supportAll directors have access to advice

188、and services from the Group Secretary.The appointment andremoval of the Group Secretary is a matter for the Board as a whole.The Group Secretary is responsible for advising the Board on all governance matters,ensuring Board procedures are followed and applicable rules and regulations are complied wi

189、th.The directors are free to seek any further information they consider necessary and directors can obtain independent professional advice at the Groups expense.Information,induction and professionaldevelopmentThe Chairman,assisted by the Group Secretary,is responsible for ensuring that the Board re

190、ceives appropriate and timely information on all relevant matters.On appointment to the Board,new directors receive background reading about the Group and details of Board procedures and other governance-related matters.In addition,the directors participate in a comprehensive induction programme,inc

191、luding site visits to the Groups operations and meetings with the executive directors and senior management across the Group.The Chairman regularly reviews and agrees with each director their training and development needs as part of the succession planning process.Directors receive ongoing training

192、 and updates on relevant issues as appropriate,taking into account their individual qualifications and experience.The Group Secretary helps directors undertake any other professional development they consider necessary to assist them in carrying out theirduties.Chairman and Chief Executive OfficerTh

193、e roles of Chairman and Chief Executive Officer are separated and their responsibilities are clearly established.The Chairman is responsible for the leadership and workings ofthe Board and ensuring its effectiveness and the Chief Executive Officer is responsible for the implementation of strategy an

194、d policies and the day-to-day decision making and administration.Other significant commitments of the Chairman,John Sleeman,are set out in the Directors section on page 15.The Board is satisfied that these commitments do not restrict him from effectively carrying out his duties as Chairman.14PV Crys

195、talox Solar PLCAnnual report and accounts 2017Corporate governance statement continuedPerformance evaluationThe directors believe that an effective Board isvital to the success of the Group and,as a result,undertake a thorough evaluation each year in order to assess how well the Board,its Committees

196、,the directors and the Chairman are performing.The aim is to improve the effectiveness of the Board,its Committees andultimately the Groups performance.Theprocess is led by the Chairman and is supported by the Group Secretary.The Board believes that in normal trading circumstances acombination of ex

197、ternal reviews every third/fourth year with internal reviews in the other intervening years is the most appropriate method for evaluating effectiveness.The Board decided that,in view of the cash conservation measures being taken throughout the organisation,the next external review would be postponed

198、 until the Group enters a more normal trading environment.As a result an internal evaluation was undertaken this year.The performance of the Chief Executive Officer was evaluated by the Chairman and the Senior Independent Director.The performance of the Senior Independent Director was evaluated by t

199、he Chairman and the Chief Executive Officer.Following the review process,the Chairman concluded that both directors continue to make an effective contribution to the work of the Board,are well prepared and informed concerning items to be considered by the Board,have a good understanding of the Group

200、s businesses and their commitment to the role remains strong.The Senior Independent Director together withthe Chief Executive Officer evaluated theperformance of the Chairman and concluded that the Chairman operated effectively in his role.As was highlighted above,the Board carried out an internal e

201、valuation of its effectiveness by a process which involved a structured discussion at a Board meeting in January 2018.The process was led by the Chairman with the assistance ofthe Group Secretary.The discussion focused on the Boards roles and responsibilities;the Boards culture and dynamics;the Boar

202、ds processes;and the role of the Chairman.Thereview concluded that the Board was operating in an effective manner.The Audit,Nomination and Remuneration Committees carried out internal evaluations oftheir effectiveness at meetings in January 2018 and March 2018.The process for each review was similar

203、 to that used for the Boards effectiveness review.The reviews concluded that each Committee was operating in an effective manner.Relations with the shareholdersThe Board values the views of its shareholders and recognises their interest in the Groups strategy and performance,Board membership and qua

204、lity of management.The AGM is used to communicate with investors and documents are sent to shareholders at least 20 working days before the meeting.TheChief Executive Officer makes a presentation there on the Groups progress.The Chairman,the Chief Executive Officer,and the chairmen ofthe Audit Commi

205、ttee and the Remuneration Committee are available to answer relevant questions.Separate resolutions are proposed on each substantial issue so that they can be given proper consideration and there is a resolution to receive and consider the Annual Report and financial statements.The Group counts all

206、proxy votes and will indicate the level of proxies lodged on each resolution,after it has been dealt with by a show of hands.The totals of proxy votes on each resolution,including details of any votes withheld,are announced at the meeting after each resolution has been dealt with on a show of hands

207、and the full proxy voting results are announced through a regulatory news service and on the Companys website.In the event of a close result as indicated by the proxies held by the chairman of the meeting,the Chairman would call a poll but this has not proved necessary at any of the AGMs to date.The

208、 Board believes that the immediacy of voting on a show of hands with the proxy votes immediately being announced,rather than a laborious process ofconducting a formal poll on every resolution,is appreciated by the shareholders who attend the meeting.During the year the Chief Executive Officer mainta

209、ined a regular programme of visits and presentations to major institutional shareholders in the United Kingdom.All directors receive copies of articles concerning the Group and are updated by the Groups financial advisers on investors perceptions of PV Crystalox Solar.There were formal presentations

210、 following thepreliminary and interim results and,in addition,the Group issued updates on the closure of UK manufacturing operations in July 2017,onthe delay on the arbitration judgement in September 2017 and on the details of the arbitration award in November 2017.Key announcements,financial report

211、s,the presentations referred to above and other information about the Group can be found on the Groups website at .AccountabilityThe Board aims to present a balanced and understandable assessment of the Groups position and prospects in all reports and other price-sensitive disclosures,reports to reg

212、ulators and information required to be presented by statute.The responsibilities of the directors as regards the financial statements are described on page 29 and those of the auditors on pages30 to 33.A statement on going concern appears on pages 4 and 5.Remuneration CommitteeThe Directors Remunera

213、tion Report and details of the activities of the Remuneration Committee are on pages 17 to 24.The report sets out a summary of the Groups remuneration policy and the full details of all elements of the remuneration package of each individual director.15PV Crystalox Solar PLCAnnual report and account

214、s 2017GovernanceDirectorsThe Board of Directors comprises three extremely experienced individualsJohn SleemanChairmanIain DorrityChief Executive OfficerMichael ParkerNon-executive directorJohn Sleeman graduated in Physics from the University of Durham and started his career at Deloitte&Touche in 197

215、0 where he qualified as aChartered Accountant before moving in 1975 to Samuel Montagu where he qualified as a Chartered Banker and held various corporate and project finance advisory roles,becoming adirector in 1989.Following its acquisition by HSBC,he held directorships with a number of companies w

216、ithin the HSBC Group,and from 2000 to 2003 was managing director,head of international team,corporate finance.After that,John was an independent director ofOSJC Power Machines(from 2003 to 2008),the Russian power generation equipment manufacturer 25%owned by Siemens AG,andan independent director of

217、JSC Open Investments(from 2005 to 2009),the Russian real estate group.He was appointed as non-executive director andSenior Independent Director at PV Crystalox Solar in June 2007 and became the Chairman in May 2013.He is chairman of the Nomination Committee and a member of the Audit Committee and th

218、e Remuneration Committee.From 2006 to 2017 John was a founding partner of S.P.Spangel Corporate Finance LLP.In 2014 he was appointed as non-executive director ofUCP Plc and in 2018 John became a senior adviser to Herax Partners LLP.Iain Dorrity has a PhD in Physical Chemistry from Exeter University.

219、He joined the Company in 1986 and became responsible for sales andmarketing in 1988.He was a member of the MBO team that acquired the Crystalox business in 1994 and was appointed to the boards of both Crystalox Limited and Crystalox Solar Limited at that time.Subsequently,following the merger ofPVSi

220、licon GmbH and Crystalox Limited,he became a member of the board of PV Crystalox Solar GmbH in 2002 and a member of the Board and Chief Executive Officer of the Company on its formation in December 2006.Iain has over 30 years experience in crystal growth and semiconductor materials with an emphasis

221、latterly on multicrystalline silicon technology.Prior to joining Crystalox,he spent eight years working in research and in industry with General Electric Company.Mike Parker received a Bachelors degree inChemical Engineering from the University ofManchester and an MBA from Manchester Business School

222、.He began his career with Dowin 1968.During his 34 years there he wasbased in the US,the United Kingdom,Switzerland and Hong Kong.He became president and chief executive officer of TheDowChemical Company in Midland,Michigan,USA,in 2000 and a member ofthecompanys board of directors from 1995to2003.He

223、 was subsequently appointed group chiefexecutive of British Nuclear Fuels(amanufacturer and transporter of nuclear products)from 2003 until 2009.He joined the PV Crystalox Solar Board as non-executive director in 2010 and he became Senior Independent Director in May 2013.He is chairman of the Audit

224、Committee and the Remuneration Committee and a member oftheNomination Committee.He is currently senior independent director ofLaird PLC as well as being chairman of the Remuneration Committee and a member oftheAudit and Nominations Committees.Mike is involved with a variety of charities andnot-for-p

225、rofit organisations.Mike was awarded a CBE in the New Year Honours 2009 for services to the energy industry.16PV Crystalox Solar PLCAnnual report and accounts 2017Dear Shareholder,During the year the Nomination Committee focused its activities on those governance areas which require annual considera

226、tion.We have a schedule of matters for annual consideration and specific responsibilities should there be a need to recruit a director or chairman,ortomake recommendations for appointments to the Boards Committees orfor the role of Senior Independent Director.Full details of the Nomination Committee

227、s roles and responsibilities arecontained in the terms ofreference which are available to members ofthepublic upon request and are available on the Groups website at .Further details are described more fully below.John SleemanChairman of the Nomination Committee14 March 2018MembershipThe Nomination

228、Committee comprises both ofthe independent non-executive directors and ischaired by John Sleeman.The Chief Executive Officer and external advisers may be invited toattend meetings as and when appropriate.TheGroup Secretary,who is also the Chief Financial Officer,acts as the Secretary of the Nominati

229、on Committee.MeetingsThe Nomination Committee meets at least twice a year and reports to the Board on its proceedings.The Nomination Committee met twice during the year.Details of attendance are shown in the Corporate Governance Statement on page 13.EffectivenessAs detailed on page 14,an internal ev

230、aluation was conducted during the year which confirmedthat the Nomination Committee wasoperating effectively.RoleThe Nomination Committee has a number ofresponsibilities as set out in its terms of reference.In summary the key roles are to:review the Board structure,size and composition(including the

231、 skills,knowledge,experience and diversity)compared with its current position and make recommendations to the Board with regard to any changes;consider succession planning for directors and other senior executives;and make recommendations to the Board regarding the appointment,re-appointment and ret

232、irement of directors.Activities of the Nomination CommitteeSet out below are the key matters considered bythe Nomination Committee during the year and subsequently.Structure,size and composition of the BoardThe Nomination Committee regularly reviews the structure,size and composition of the Board co

233、mpared to its current position.The Nomination Committee carried out a review in January 2018 and recommended that the structure,size and composition of the Board remained appropriate.Succession planningSuccession planning is a key area of discussion and the Nomination Committee reviewed the capabili

234、ty of the senior management and directors and considered the succession plans for the executives.Re-election of the directorsThe Nomination Committee considered the effectiveness and commitment of each director standing for re-election at the 2018 AGM and,having concluded that their performance cont

235、inues to be effective,recommends the re-election of each director to shareholders.DiversityThe Nomination Committee noted the Boards policy on gender diversity but observed that there had not been any external recruitment at senior management or Board level for several years and that there were no c

236、urrent plans for recruitment at a senior level during 2018.It noted that the Group had a non-discriminatory recruitment policy;however,with the current recruitment plans,the Committee did not believe that it was appropriate to set measurable objectives on actively seeking gender diversity atthis tim

237、e.Terms of referenceThe Committee carried out a review of the terms of reference which are available to members ofthe public upon request and areavailable on the Groups website at .Report of the nomination committeeMessage from the chairman oftheNomination Committee17PV Crystalox Solar PLCAnnual rep

238、ort and accounts 2017GovernanceDear Shareholder,On behalf of the Board,I am pleased to present the Remuneration Report for the year ended 31December 2017,which details a summary of the remuneration policy for the directors of PVCrystalox Solar PLC and provides details of their remuneration in respec

239、t of the year ended 31December 2017.The remuneration policy was put to shareholders for approval in a binding vote at the 2017 AGM on18 May 2017.It was approved at the AGM and it was effective from the day following the AGM andmay operate for up to three years.No changes are proposed this year.A sum

240、mary table showing the main aspects of the remuneration policy is set out on pages 18 to 20 and the full remuneration policy can be found on our website at .The Annual Report on Remuneration set out on pages 20 to 24,which describes how the policy hasbeen implemented in the year under review and how

241、 it will be implemented for the year ahead,will be subject to an advisory vote at the AGM.2017 key items considered2018 remunerationThe Remuneration Committee believes that a significant proportion of remuneration for executive directors should be structured so as to link rewards to corporate and in

242、dividual performance and that itshould be designed to promote the long-term success of the Company.The following proposals for the Chief Executive Officers remuneration were proposed by the Remuneration Committee and agreed by the Board:the base salary of the Chief Executive Officer to remain at the

243、 2017 level;participation in an annual bonus plan for 2018 with performance conditions based on share price increases during the 2018 financial year;and there will not be a long-term incentive award for the performance period from 1 January 2018 to31 December 2020.The Remuneration Committee approved

244、 managements proposal that there be no increase in salaries from 1 January 2018,for any of the Groups employees in the United Kingdom and Germany.The Remuneration Committee approved managements proposals concerning redundancy payments and bonuses for certain key employees in relation to the closure

245、of the United Kingdom production operations.Due to the composition of the Remuneration Committee the Board isresponsible for determining the fees of the non-executive directors.TheBoard agreed to leave the fees at the same level as in 2017.GovernanceAs detailed on page 14,an internal evaluation was

246、conducted during theyear which confirmed that the Remuneration Committee was operating effectively.The Committee carried out a review of the terms of reference which are available to members ofthepublic upon request and are available on the Groups website at .The Remuneration Committee met three tim

247、es during the year.Details ofattendance are shown inthe Corporate Governance Statement on page 13.Michael ParkerChairman of the Remuneration Committee14 March 2018Directors remuneration reportAnnual statement by the chairman oftheRemuneration Committee18PV Crystalox Solar PLCAnnual report and accoun

248、ts 2017Directors remuneration report continuedSummary remuneration policyThe Remuneration Policy was approved at the 2017 AGM on 18 May 2017 and may operate for up to three years.No changes are proposed this year.Included in this summary Remuneration Policy section is a table showing the summary rem

249、uneration policy and an illustration of application of remuneration policy for the Chief Executive Officer.The full Remuneration Policy can be found on our website at .In addition to the sections below the full Remuneration Policy includes the following additional sections:policy overview;considerat

250、ion of employment conditions elsewhere in the Group;consideration of shareholder views;service contracts for executive directors;approach to recruitment and promotions;and approach to leavers.Executive directorsElement ofremunerationPurpose and link to strategyOperationMaximumPerformance targetsBase

251、 salaryTo provide competitive fixedremuneration.To attract,retain and motivate executive management of the quality required to run the Company successfully in order todeliver the business strategy.Intended to reflect that paid toexecutive management ofcomparable companies.To reflect the market value

252、 oftheindividual,his or her skills,experience and performance.In deciding appropriate remuneration levels,the Remuneration Committee considers the Group as a whole and relies on objective research which gives up-to-date information on a comparator group of listed companies of similar size andcomplex

253、ity.Base salaries are reviewed bytheRemuneration Committee annually prior to the start of the salary year and on the occasion when an individual changes position or responsibility.The Remuneration Committee is guided by the general increase for the broader employee population but on occasions may ne

254、ed to recognise,for example,a change in the scale,scope or responsibility of the role.Current salary levels are set out on page 20.Individual and business performance is considered in determining base salary levels.Benefits in kindTo provide competitive benefits inkind to ensure overall package is c

255、ompetitive.To attract,retain and motivate executive management of the quality required to run the Company successfully in order todeliver the business strategy.Provision of a range of benefits including some or all of:a company car or carallowance;private medical insurance;income protection insuranc

256、e;and life assurance.Other benefits may be payable where appropriate.Benefits may include those currently provided as disclosed on page 21;however,the Remuneration Committee reserves the right to provide such level of benefits as it considers appropriate to support the ongoing business strategy.Not

257、performance related.Annual bonus schemeRewards annual achievement ofperformance targets in order todeliver the business strategy.Compulsory deferral into the Companys shares provides a linkto the creation of long-term shareholder value and also retention element.Measures and targets are set annually

258、 and pay-out levels are determined by the Remuneration Committee after the year end based on performance in the financial year against those targets.Half of each bonus will be payable in cash on the date of payment.The other half of each bonus will be deferred and payable in shares under the Executi

259、ve Directors Deferred Share Plan which will vest three years after the award date.Shall not be payable unless the executive director is employed onthe date of payment.The annual bonus is not pensionable and there are no claw back or withholding arrangements.Maximum bonus only payable forachieving de

260、manding targets.A maximum bonus of 100%ofbase salary.Set annually by the Remuneration Committee based on various performance metrics(which will be determined by the Remuneration Committee)measured over the relevant financial year.Pay-out levels are based on:a threshold performance level(theminimum l

261、evel ofperformance that results inanypayment),of 20%ofmaximum pay-out;a mid-performance level,of 60%ofmaximum pay-out;and a maximum performance level,of100%of maximum pay-out.19PV Crystalox Solar PLCAnnual report and accounts 2017GovernanceElement ofremunerationPurpose and link to strategyOperationM

262、aximumPerformance targetsLong-term incentive Performance SharePlan (“PSP”)Rewards sustained performance against challenging long-term targets which are critical to the realisation of the business strategy.Designed to attract,retain and incentivise executive management over the longer term.To provide

263、 an appropriate motivational framework and to align more closely the interests ofthe executive management with the performance of the business and the interests of shareholders.The current Performance Share Plan was approved at the 2012 AGM and is governed by the rules of the plan.A summary of the k

264、ey features is set out below:Conditional share awards or options over a fixed number ofshares are granted based onthe relevant percentage of a directors base salary and the closing share price on the date of the award.Vesting of awards will be subject to a three-year performance period.The awards wi

265、ll lapse if the participant leaves employment before vesting unless in specific“good leaver”circumstances.Award levels and performanceconditions willbedetermined each year by the RemunerationCommittee.Maximum value of awards madetoparticipants in any financial year will not exceed 200%of their remun

266、eration at therelevant date of award.If there are exceptional circumstances,however,that theRemuneration Committee considers justifies making awards in excess of this limit,participants may receive awards with a value ofup to 400%of their remuneration at the relevant date of award.The last awards we

267、re made in 2011 to the Chief Executive Officer of 125%and to other executive directors of 100%of base salary.The performance targets are setannually by the Remuneration Committee.Previously these were based on achievement of growth in both total shareholder return and earnings per share over at leas

268、t athree-year performance period.Thepay-out would be based on a matrix with pay-outs from 0%to 100%of maximum.The Remuneration Committee may set different performance conditions for future awards having regard to theCompanys strategic priorities,shareholder expectations and market conditions prevail

269、ing at that time.PensionTo provide retirement benefitstoensure overall packageis competitive.To attract,retain and motivate executive management of the quality required to run the Company successfully in order todeliver the business strategy.Defined contribution arrangements into the Crystalox Group

270、 Personal Pension Scheme or such other pension plan suitable to the executive and hiscountry of residence.Current contribution levels 8%employer contributions into a defined contribution scheme.Pension provision may include those currently provided which are8%;however,the Remuneration Committee rese

271、rves the right to provide such level of pension provision as it considers appropriate to support the ongoingbusiness strategy.Not performance related.Non-executive directorsNon-executive directors feesTo reward individuals for fulfilling the relevant role.To reflect the time commitment andresponsibi

272、lities of the roles of the individual non-executive directors.To attract,retain and motivate individuals with the necessary experience and ability to make asubstantial contribution to theGroup.Cash fee paid.Fees are reviewed on an annual basis and are set by the Board.Expenses incurred by the non-ex

273、ecutive director in the courseof his employment are reimbursed in accordance with theGroups expenses guidelines.Fees are not subject to claw back orwithholding arrangements.The Board is guided by the general increase in the non-executive director market and for the broader employee population but on

274、 occasions may need to recognise,for example,anincrease in the scale,scope orresponsibility ofthe role.Current fee levels are set out on page 20.Not applicable.Non-executive directors donotparticipate in variable payarrangements.Executive directors continued20PV Crystalox Solar PLCAnnual report and

275、accounts 2017Directors remuneration report continuedSummary remuneration policy continuedIllustrations of application of remuneration policyThe chart below illustrates how the composition of the Chief Executive Officers remuneration package for 2018 varies at different levels of performance under th

276、e policy,both as a percentage of total remuneration opportunity and as a total value.The figures are in Sterling as this is the currency in which the director is paid.BonusFixed elements of remuneration0005504000RemunerationCEO minimum100%CEO on target65%35%CEO maximum53%47%1002003005004503505015025

277、0253,000388,000478,000Notes(1)The value of benefits receivable in 2018 is taken to be the value of benefits received in 2017(as calculated under the directors remuneration table,set out on page 21).(2)The value of pension is as presented under the directors remuneration table.(3)The on-target level

278、of bonus is taken to be 60%of the maximum bonus opportunity(100%of salary for executive directors).(4)The Remuneration Committee has decided that there will not be an LTIP scheme in operation for 2018.(5)No share price appreciation has been assumed for the deferred bonus shares.Annual report on remu

279、nerationThe information contained in this report is not subject to audit except where specified.This part of the report has been prepared in accordance with Part 4 of The Large and Medium-sized Companies and Groups(Accounts and Reports)(Amendment)Regulations 2014 and Rule 9.8.6R of the Listing Rules

280、.The Annual Report on Remuneration will be put to an advisory shareholder vote atthe AGM to be held on 17 May 2018.The Remuneration CommitteeThe Remuneration Committee is chaired by Michael Parker and is to be made up of a minimum of two independent non-executive directors.TheRemuneration Committee

281、comprises the Committee chairman and John Sleeman.The Chief Executive Officer,the Chief Financial Officer andexternal advisers may be invited to attend meetings as and when appropriate.The Group Secretary acts as the Secretary to the Remuneration Committee.The terms of reference of the Remuneration

282、Committee are available to members of the public upon request and are available on the Groups website at .The Remuneration Committee meets not less than twice a year and is required to report formally to the Board on its proceedings.Details of attendance at each meeting are shown in the Corporate Go

283、vernance Report on page 13.External advisersThe Remuneration Committee is authorised by the Board to obtain,at the Companys expense,outside legal or other professional advice on any matters within its terms of reference.During the year the Remuneration Committee did not seek advice from external adv

284、isers.Implementation of the remuneration policy for the year ended 31 December 2018A summary of how the directors remuneration policy will be applied during the year ending 31 December 2018 is set out on the following pages.Individual elements of remunerationAnnual base salaries and fees of the dire

285、ctorsBase salaries for the individual executive directors are reviewed annually by the Remuneration Committee and are set to reflect the market value of the individual,his or her skills,experience and performance and are intended to reflect those paid to executive management of comparable companies.

286、The fees for the non-executive directors are reviewed on an annual basis and are set by the Board to reflect the time commitment and responsibilities of the roles of the individual non-executive directors.The non-executive directors do not participate in any annual bonus or long-term incentive plans

287、 nor do they receive benefits in kind or pension contributions.There was no change in the level of fees for the non-executive directors for 2017 or 2018.Payable in Sterling2018annual rate2017annual rate%changeIain Dorrity225,000225,0000%John Sleeman70,00070,0000%Michael Parker40,00040,0000%21PV Crys

288、talox Solar PLCAnnual report and accounts 2017GovernanceIndividual elements of remuneration continuedBenefits in kindExecutive directors receive either a company expensed motor vehicle commensurate with their seniority or a monthly car allowance.All other benefits in kind are available to all employ

289、ees dependent upon local conditions in their country of employment.Annual bonus paymentThe structure of the annual bonus scheme is as approved by shareholders at the 2017 AGM and as described in the remuneration policy.The maximum award under the annual bonus will remain unchanged at 100%of salary.T

290、hreshold performance gives a pay-out of 20%with 60%earned for on-target performance.Half of any bonus will be paid in cash and half will be awarded in deferred shares under the PV Crystalox Solar Executive Directors Deferred Share Plan which vest after a further three years.In 2017The Remuneration C

291、ommittee set the performance conditions which were based upon the increase in the Companys share price during 2017.No pay-out would be awarded if the 2017 year-end share price was less than a threshold share price of 27 pence.A threshold pay-out of 20%of base salary would be awarded if the year-end

292、share price was the threshold price of 27 pence.A maximum pay-out would be awarded if the year-end share price was greater than or equal to a maximum threshold price of 37 pence.The pay-out between the threshold price and the maximum threshold price would be determined on a pro-rata basis.Half of an

293、y award would be paid in cash in March 2018 and half in deferred shares under the PV Crystalox Solar PLC Executive Directors Deferred Share Plan.The year-end share price,based on an average of the five working days up to the year end was 20.75 pence.As this was below the threshold price of 27 pence

294、no bonus is payable.In 2018The performance conditions have been set by the Remuneration Committee and are based upon the increase in the Companys share price during 2018.The structure is the same as in 2017 but with revised share price targets.Any awards of deferred shares under the Executive Direct

295、ors Deferred Share Plan will be satisfied on vesting by the transfer of shares from the existing PV Crystalox Solar PLC Employee Benefit Trust.The trust has already acquired and will,from time to time,continue to acquire shares that will be available for award to employees(including executive direct

296、ors).Long-term incentivesAwards vesting in respect of the financial yearPerformance Share PlanNo awards have been made under the Performance Share Plan since the initial award in 2011 and no award has been recommended for 2018,forperformance in the period from 1 January 2018 to 31 December 2020.Pens

297、ion arrangementsThe executive directors contract of service sets out his base salary from which contributions can be made into the Crystalox Group Personal Pension Scheme or such other pension plan suitable to the executive and his country of residence.Iain Dorrity is entitled to a Company contribut

298、ion of 8%(2016:8%)of base salary.It should be noted that Company contributions for UK employees other than the executive directors are 8%provided that the employees contribute at least 4%.Single total figure of remuneration(audited)The table below reports the total remuneration receivable in respect

299、 of qualifying services by each director during the year.Year ended 31 December 2017Fees/basesalaryBenefitsin kindAnnualbonusLong-termincentivesPensionrelatedbenefitsTotalIain Dorrity256,75611,88720,541289,184Michael Parker45,64645,646John Sleeman79,88079,880Total year ended 31 December 2017382,2811

300、1,88720,541414,710Year ended 31 December 2016Iain Dorrity275,39512,263275,39522,032585,085Michael Parker48,95948,959John Sleeman85,67985,679Total year ended 31 December 2016410,03312,263275,39522,032719,723Notes(1)The directors remuneration is payable in Sterling.The differences in fees/base salary

301、reflect changes in the Sterling:Euro average exchange rate.22PV Crystalox Solar PLCAnnual report and accounts 2017Directors remuneration report continuedAnnual report on remuneration continuedSingle total figure of remuneration(audited)continuedThe figures in the single figure table are derived from

302、 the following:Fees/base salaryThe amount of fees/salary received in the period.Benefits in kindThe taxable value of benefits received in the period.These are car,car allowance,private medical insurance,income protection and life insurance.Annual bonusThe performance conditions were not achieved in

303、2017 but were fully achieved in 2016.Long-term incentivesThe value of the long-term incentive schemes that vest in respect of the financial year.PSP:None have vested in 2016 or 2017No executive directors contract contains additional provisions in respect of change of control.Pension related benefits

304、This includes the Companys contributions to the defined contribution pension scheme.Additional information on directors interests(audited)Details of the executive directors interests in outstanding share awards under the Executive Directors Deferred Share Plan(“EDDSP”)and the PSP areset out below.De

305、ferred share awards as at 31 December 2017 awarded due to 2016 performanceThe outstanding share grants relate to deferred shares issued under the EDDSP.Under the rules of this plan the number of shares is calculated byreference to 50%of a participants gross bonus,for a particular financial year,divi

306、ded by the average of the middle market quotations on the five consecutive dealing days immediately following the date on which the results are announced.Date of grantNormalvesting dateNumber of shares awarded Priceat grant pValue at grant Iain Dorrity31.03.1731.03.20544,13520.675128,378Michael Park

307、erJohn Sleeman544,13520.541128,378A deferred share award is payable to Iain Dorrity in relation to 2016 performance as the performance conditions relating to share price were fully achieved.The award was granted on 31 March 2017 and has a vesting date of 31 March 2020.The value at grant was 112,500

308、and 544,135 shares wereawarded.Deferred shares awarded due to 2017 performanceNo bonus is payable in relation to 2017 performance as the performance conditions relating to share price were not achieved.Accordingly no awards ofdeferred shares are to be made.Performance Share PlanNo awards made under

309、the Performance Share Plan remain outstanding at 31 December 2017.Directors pension(audited)Contributions to defined contribution schemeTotal2017Total2016Iain Dorrity20,54122,032Michael ParkerJohn Sleeman20,54122,032Remuneration policy for non-executive directors The non-executive directors have spe

310、cific terms of engagement and their remuneration is determined by the Board based on independent surveys of fees paid to non-executive directors of similar companies.Non-executive directors are not eligible to join the Companys share schemes or pension schemes.23PV Crystalox Solar PLCAnnual report a

311、nd accounts 2017GovernanceDirectors interests in shares of the Company The interests in the ordinary share capital of the Company as at 31 December 2017 of those directors,and their connected persons,who were in office during the year are detailed below.SharesOptionsTotalinterestsheldSharesownedoutr

312、ightUnvestedand subjectto holdingperiod(EDDSP)Unvested andsubject toperformanceconditions(PSP)Iain Dorrity17,099,371544,13517,643,506Michael ParkerJohn SleemanThe closing mid-market price of a PV Crystalox Solar PLC share on 31 December 2017 was 20.75 pence and the price range during the year was 17

313、.875pence to 28.375 pence.Between 1 January 2018 and 28 February 2018(the latest date for which it was practical to obtain the information)there were no changes to the beneficial interest of the directors in the ordinary shares of the Company.Statement of voting at last AGMThe Company remains commit

314、ted to ongoing shareholder dialogue and takes an active interest in voting outcomes.The following table sets out actual voting in respect of the resolution to approve the Directors Remuneration Report at the Companys Annual General Meeting on 18 May 2017:Votes forNumberVotes for%Votes againstNumberV

315、otes against%Votes withheldNumberResolution To approve the Directors Remuneration Policy73,980,26199.96%29,2720.04%162,098To receive and approve the 2016 Directors Remuneration Report73,980,86599.96%27,1290.04%158,637Shareholder returnPerformance graph(unaudited)The graph below shows the TSR perform

316、ance from 1 January 2013 to 31 December 2017.This is compared against the TSR performance of the FTSE 250 index.The Group was a member of the FTSE 250 index between September 2007 and March 2010.The graph is based upon 100 being invested in the shares of PV Crystalox Solar PLC on 1 January 2013 if a

317、ll dividends had been reinvested and the comparative figures for the FTSE 250 index again assuming that dividends were reinvested.The data has been sourced from Bloomberg.PV Crystalox Solar PLCFTSE 250201520122013201420172016Value()2502001501005024PV Crystalox Solar PLCAnnual report and accounts 201

318、7Shareholder return continuedRemuneration for the Chief Executive Officer over last five yearsThe table below shows the single figure remuneration for the Chief Executive Officer during each of the past five financial years.The total remuneration figure includes the annual bonus and LTIP awards whic

319、h vested based on performance in those years.The annual bonus and LTIP percentages show the pay-out for each year as a percentage of the maximum.20132014201520162017Total remuneration()386,510314,187348,546585,085289,184Annual bonus0%0%100%0%LTIP vesting0%Notes(1)Iain Dorrity,the Chief Executive Off

320、icer,is paid in Sterling but disclosure in Euros has contributed to the volatility of the results above.(2)There were no annual bonus awards in respect of the financial year 2013.(3)There were no LTIP awards in respect of the financial year,2013,2015,2016 or 2017.Percentage change in the remuneratio

321、n of the Chief Executive OfficerThe table below sets out the increase in the salary,benefits and bonus of the Chief Executive Officer paid in Sterling and that of the PV Crystalox Group management population.This population has been selected for this comparison because it is considered to be the mos

322、t relevant as these Groups employees have similarly structured remuneration packages.ChiefExecutiveOfficerGroupmanagementpopulationPercentagechange(2017 v 2016)Percentagechange(2017 v 2016)Salary0%0%Benefits0%0%Bonus*n/a*0%*The Chief Executive received a 0%bonus based on 2017 performance and 100%in

323、2016.Relative importance of spend of payThe table below shows a comparison between overall expenditure on pay and dividends paid to shareholders for 2017 and 2016.20170002016 000PercentagechangeOverall expenditure on pay*8,2317,6118.1%Dividend paid in the year0%*Overall expenditure on pay is total s

324、taff costs as per note 4 in the Notes to the Consolidated Financial Statements.This report contains the information required by the Companies Act 2006 and the relevant parts of the Listing Rules of the United Kingdom Listing Authority.The information contained in this report is not subject to audit

325、except where specified.In accordance with the requirements of the Companies Act 2006,a resolution to approve this report will be proposed at the AGM to be held on 17 May 2018.Michael ParkerChairman of the Remuneration Committee14 March 2018Directors remuneration report continuedAnnual report on remu

326、neration continued25PV Crystalox Solar PLCAnnual report and accounts 2017GovernanceThe responsibilities and work carried out by theAudit Committee in the year under review are set out in the following report.Composition and governanceThe Audit Committee is chaired by MichaelParker and is to be made

327、up of a minimum of two independent non-executive directors,at least one of whom shall have recent and relevant financial experience.TheAudit Committee comprises the Committee chairman and John Sleeman.John Sleeman is a Chartered Accountant and a Chartered Banker who from 2006 to 2017 was a founding

328、partner of S.P.Angel Corporate Finance LLP.The Board considers John Sleeman has recent and relevant financial experience.Michael Parker,a former CEO of both The Dow Chemical Company andBNFL,brings many years of international commercial experience to the Audit Committee.The Board believes that this c

329、ombination of professional experience is appropriate to fulfil the duties of the Audit Committee.The Chief Executive,the Chief Financial Officer and the external auditors are invited to attend Audit Committee meetings on a regular basis and other members may be invited to attend all or part of any m

330、eeting as and when appropriate.The Group Secretary acts as the Secretary of the Audit Committee.The Audit Committee meets not less than twice a year and is required to report formally to the Board on its proceedings.The primary role of the Audit Committee,which reports its findings to the Board,is t

331、o ensure the integrity of the financial reporting and audit process and the maintenance of sound internal control and risk management systems.It is responsible for monitoring and reviewing:the integrity of the financial statements andformal announcements relating to the Groups financial performance;

332、the Groups internal financial controls and internal control and risk management systems;the requirement for an internal audit function;the content of the Annual Report and advising the Board on whether,taken as a whole,it is fair,balanced and understandable and provides the information necessary for

333、 shareholders to assess the Companys/Groups performance,business model and strategy;the Groups arrangements for whistleblowing,detecting fraud and preventing bribery;the external auditors independence and objectivity and the effectiveness of the audit process;and making recommendations to the Board on the appointment or re-appointment of the Groups external auditors.The terms of reference of the