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Corporate Governance

Introduction

Corporate governance involves setting appropriate strategic aims for Experian, providing the leadership and resources to put them into effect, while striking the right balance between risk and long-term value creation for all of our stakeholders.

As we continue to successfully develop our growth strategy with a view to maintaining the performance of recent years, the Board is mindful of its role and the important role that corporate governance plays in that development. The ongoing pressures in the global economy, among other factors, have served to heighten the ongoing commitment of the Board to good governance, and the Board’s view remains that the right processes and people are in place at Experian to support that development. These processes and people allow for first class governance without overly restricting the innovation and entrepreneurship that has served Experian so well.

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 2013. Additionally, the Company has chosen to comply voluntarily with certain of the changes to the UK Corporate Governance Code announced by the UK Financial Reporting Council in September 2012. A detailed corporate governance report can be found in our Annual Report 2013.

Board Composition

The Board currently comprises the Chairman, three executive directors and eight independent non-executive directors, including a Deputy Chairman. You will find biographical details of all the directors, including details of their skills and experience in our Annual Report 2013.

What is the role of the Board?

The Board sets the strategic direction of Experian and ensures 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 January 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 and financial updates are provided between meetings. The Board also receives post-investment reviews on an agreed timeline for any acquisitions and/or organic investments that 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, a global code of conduct and a global compliance policy.

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 primary role is the running of the Board, while the Chief Executive Officer’s primary role is the running of the Group’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.

Board committee reports

The principal Board committees are the Nomination and Corporate Governance Committee, the Remuneration Committee and the Audit Committee. The committees operate within defined terms of reference which cover the authority delegated to them by the Board, and details of their membership and terms of reference can be found in the Board committees section of the website.

Chairman’s statement on diversity

At the Annual General Meeting of Experian plc held on Wednesday 20 July 2011, Sir John Peace, Chairman, made the following statement on diversity:

"I wanted to take the opportunity to say a few words on the important subject of diversity. At Experian, we have always taken the issue of diversity very seriously and, in 2009, we were ranked in the UK Observer newspaper’s Good Companies Guide as among the Top 10 performers in the FTSE 350 for gender diversity.

"We welcome the Davies Report that was published in February, and I am pleased to report that our Nomination & Corporate Governance Committee has discussed its recommendations. We always take account of diversity when recruiting, including when we consider our Board appointments, and will continue to do so in the future.

"As part of our overall approach to employee diversity we have an objective focused on ensuring that Experian’s future senior leadership team better reflects the client, investor and general employee base and we continue to actively sponsor many initiatives to meet that objective."