Corporate Governance

Board Composition

The Board currently comprises the Chair, three executive directors and seven independent non-executive directors, including the Senior Independent Director, Alison Brittain.

You will find biographical details of all the current directors, including details of their skills and experience, in our 2023 Annual Report.

Role

The Board provides entrepreneurial leadership and sets the Company’s purpose, strategy and values, ensuring these are aligned with our culture. It is responsible for monitoring progress against Experian’s strategic objectives, approving proposed actions and ensuring that the necessary resources are available for long-term sustainable success, to generate value for shareholders and contribute to wider society. The Board is supported by its committees, the executive directors, key operating subsidiaries and the Group Operating Committee, while retaining exclusive control and oversight over the decisions set out in the Schedule of Matters Reserved for the Board.

The Board sets the Group’s strategy, and in January 2023 reviewed the proposed strategic plan presented by senior management. Our high-level strategy is unchanged from that which we set out in January 2022 (and in previous years): front and centre is the purpose that Experian was built on – being a force for financial wellbeing and inclusion that brings financial power to all is central to our brand, articulated by our people and mutually reinforced by our culture. Across the organisation, our people take pride in the positive impacts we have across the markets and societies in which we operate. The core of our strategy remains having the deepest, broadest and most unique datasets available in our markets. Over the past decade, we have invested strongly in our people and the organisation, creating a unique foundation for future growth. We have redefined Experian in the eyes of many stakeholders, while entering new spaces and stretching the boundaries of our ambition. As always, there is more to do to strengthen the business and realise our vision. The growth opportunities for Experian remain large and we believe we are well positioned for the future.

This year, the strategy presentations took place, face-to-face, over two days at our North America operational headquarters in Costa Mesa, California, with senior leaders from across the Experian business. This time allows the Board to critically assess the proposed strategy with management, before considering it for approval. This year’s presentations included regional and business updates. The business strategic updates included the newly formed Experian Software Solutions (ESS) business. Regional strategic updates included the EMEA and Asia Pacific transformation journey, and North America, including a deep- dive into various business units.

In March 2023, the Chief Technology Officer presented the Board with a review of the technology strategy. The Board also received and discussed an ESG strategy update with the Chief Sustainability Officer. The update included details of how we are operationalising our ESG strategy: continuing to drive progress across the breadth of ESG, ensuring we have robust execution plans to achieve our existing commitments, while considering where additional commitments may be needed. In July 2022, the Board travelled to the UK and visited our UK and Ireland operational headquarters and reviewed the regional strategy with management. In September 2022, the Board spent time in São Paulo, Brazil, where they reviewed the Latin America strategy.

The strategic framework considered by the Board includes details of the foundations that allow us to deliver our growth aspirations, for example embedding a high-performance culture, ensuring sustainability through strong client relationships and reinvestment following productivity improvements. The Board also reviews strategy and major initiatives throughout the year (as indicated on the Strategic and budget planning process chart).

The budget discussions in March are focused on ensuring that we have the right resources to deliver the agreed strategy. These discussions include detailed focus on both regional and global business budgets. The Board continually monitors management and financial performance against the Group’s objectives. To enable it to do this the Board receives updates, at every scheduled Board meeting, on operational and financial matters as well as any major initiatives underway. The Board also receives relevant between-meeting updates, to allow for appropriate oversight and monitoring. The Board conducts post- investment reviews on an agreed timeline, for any acquisitions it has previously approved.

You can read about the Board’s procedures to manage risk, oversee the internal control framework, and determine the nature and extent of the principal risks the Company is willing to take to achieve its strategic objectives, in the Risk management and internal control systems section on pages 119 and 120 of the 2023 Annual Report.

The Board delegates management of the Group’s day-to-day activities but 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, including clear and robust procedures and delegated authorities, which enables the Group to appraise and manage risk effectively. This framework is illustrated in the Governance framework diagram on page 102 of the 2023 Annual Report.

In addition, the Board has reserved decisions about certain key activities to itself, including: 

Strategy and management – approval and oversight of Experian’s long-term objectives and commercial (and ESG) strategy, approval of annual operating and capital expenditure budgets, and oversight and monitoring of operations. 

Structure and capital/Financial reporting and controls/Risk management – changes in the Group capital or corporate structure. Approval of the Group’s results, dividends, dividend policy, significant changes in accounting policy, tax policy and treasury policy. 

Contracts – approval of major or strategic capital projects, and of major acquisitions, disposals and investments. 

Communication – approval of key stakeholder documents, circulars, prospectuses, and reviewing investor sentiment. 

Board membership/Delegation of authority/Corporate governance/Policies – approval of changes to Board composition, ensuring adequate succession planning, reviewing reports from Board committees, reviewing governance arrangements, and approval of various policies.

Chair and Chief Executive Officer

There is a clear division of responsibilities between the Chair and the Chief Executive Officer. The Chair is primarily responsible for the Board’s leadership and governance, ensuring its effectiveness, setting agendas, ensuring that directors receive accurate, timely and clear information, and ensuring that there is effective communication with shareholders.

He facilitates the non-executive directors’ effective contribution to the Board, and ensures constructive relationships between the executive and non-executive directors.

The Chief Executive Officer, Brian Cassin, is responsible for the Group’s day-to-day business, in line with the strategy, risk profile, objectives and policies set by the Board and its committees. He is accountable to the Board for the Group’s development and its operations.

A copy of the division of responsibilities can be found here. 

Senior Independent Director

The Senior Independent Director, Alison Brittain, is responsible for providing support and guidance to the Chair and serves as a trusted intermediary for the other directors. She is available to meet shareholders who have concerns that cannot be resolved through discussion with the Chair, the Chief Executive Officer or the Chief Financial Officer, or where such contact is inappropriate. A copy of the specific provisions of the UK Corporate Code applicable to Alison’s role can be found here.

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.

UK Corporate Governance Code

The Board is committed to the highest standards of corporate governance and, for the year ended 31 March 2023, other than for one element of Provision 38 in relation to the alignment of pension contribution rates in respect of which the Company became compliant on 1 January 2023 (as discussed below), the Company complied with all the provisions of the UK Corporate Governance Code published in July 2018.

Provision 38 – as explained in our 2022 Annual Report, the Company was in partial compliance with Provision 38 of the Corporate Governance Code with respect to alignment of pension contribution rates of the executive directors with the wider workforce for the period to 1 January 2023. The non-alignment arose from the pension contribution rates of our two existing UK-based executive directors being unaligned with the wider UK workforce. This was remedied on 1 January 2023, in line with the expected timeframe set out in our 2023 Annual Report.

A detailed corporate governance report can be found in our 2023 Annual Report.