We believe we have the right governance framework in place to support that strategy, and to run the business in a manner which is responsible and consistent with our desire to conduct ourselves honestly, transparently and responsibly.
Our well-embedded governance structures help us to make what we believe to be the right decisions to ensure the continued long-term success of the business. We see this as a good way to think about governance, rather than simply as a compliance exercise for the Board, its committees and the management team. We believe that when good governance becomes second nature and is well managed, the Board can focus on the Group’s strategy and on delivering, creating and monitoring a performance culture that drives long-term value creation without exposing the Company to excessive risk of value destruction.
UK Corporate Governance Code
It is the Board’s view that the Company has been compliant with the provisions of the UK Corporate Governance Code, published by the UK Financial Reporting Council in 2010, throughout the year ended 31 March 2012. This statement, together with the report on directors’ remuneration, explains how the Company has applied the main principles and complied with the provisions of the UK Corporate Governance Code during the year. Additionally, the Company has chosen to comply voluntarily with the proposed changes to the UK Corporate Governance Code announced by the UK Financial Reporting Council in October 2011. A detailed corporate governance statement can be found in our Annual Report 2012.
What is the role of the Board?
The Board is responsible for setting the strategic direction of Experian and for ensuring that the necessary financial and human resources are in place to achieve the goals. In January each year, senior management presents the proposed strategy to the Board for the following financial year. This provides an opportunity for the Board to critically review the proposed strategy with management and, at the following Board meeting, consider the strategy for approval. The budget discussions in March are essential for ensuring that the right resources are in place to deliver the agreed strategy, and include detailed focus on both regional and global business line budgets.
The Board also monitors management and financial performance against the Group’s goals. To enable them to do this, operational and financial updates are provided at every Board meeting. The Board also receives post-investment reviews on an agreed timeline for any acquisitions and/or investments it has previously approved.
It is not possible, or correct, for the Board to be involved with the day-to-day management of the Group’s activities, but it is accountable to shareholders for delivering financial performance and long-term shareholder value. To achieve this, the Board has put in place a framework of controls which enable risk to be appraised and managed effectively through clear and robust procedures and delegated authorities. In addition, there are certain key activities that it has reserved to itself for decision. Examples include:
Strategy and management – Approval and oversight of Experian’s long term objectives and commercial strategy, ensuring that the necessary financial and human resources are in place to meet the objectives.
Management oversight – Review of operating, financial and risk performance.
Regulatory/statutory activity – Including approval of the Group’s results, key stakeholder documents and dividends.
Finance/treasury – Approval of the framework for the Group’s finance, banking and capital structure arrangements.
Appointments – Approval, upon the recommendation of the Nomination and Corporate Governance Committee, of the appointment of new directors.
Approval of Group policies – Including, for example, an anti-corruption policy, a gifts and hospitality policy and a global code of conduct.
The Board currently comprises the Chairman, three executive directors and seven independent non-executive directors, including a Deputy Chairman. You will find biographical details of the directors and details of the skills and experience each brings to Experian in our Annual Report 2012.
Chairman and Chief Executive Officer
There is a clear separation of the roles of the Chairman and the Chief Executive Officer which is set down in writing. The Chairman’s priority is the running of Board, while the Chief Executive Officer’s primary role is the running of the Company’s businesses and the development and implementation of strategy.
Senior Independent Director
The Senior Independent Director is the Deputy Chairman, Sir Alan Rudge. In this role, Sir Alan is available to meet shareholders who have concerns that cannot be resolved through discussion with the Chairman, the Chief Executive Officer or the Chief Financial Officer, or where such contact is inappropriate.
The principal Board committees are the Nomination and Corporate Governance Committee, the Remuneration Committee and the Audit Committee. Details of the membership and terms of reference of these committees can be found under Board committees.