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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.
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 all the current directors, including details of their key skills and experience, in our Annual Report 2017.
The Board’s principal role is to lead the Company and oversee its conduct and affairs, to create sustainable value for our stakeholders. The Board has collective responsibility for setting the Group’s strategy and ensuring we have the necessary financial and human resources to achieve our goals. In January each year, senior management presents the proposed strategy for the following financial year to the Board. This takes place over two days and allows the Board to critically review the proposed strategy with management, before considering it for approval. The budget discussions in March ensure that we have the right resources to deliver the agreed strategy. The discussions also include detailed focus on both regional and global business budgets.
The Board also monitors management and financial performance against the Group’s objectives. To enable it to do this, the Board receives operational and financial updates at every scheduled Board meeting, as well as between meetings. The Board also conducts post-investment reviews on an agreed timeline, for any acquisitions it has previously approved.
The Board should not be involved in managing the Group’s day-to-day 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 and delegated authorities, which enables the Group to appraise and manage risk effectively, through clear and robust procedures and delegated authorities. In addition, the Board has reserved certain key activities to itself for decision, including:
Strategy and management – approving and overseeing Experian’s long-term objectives and commercial strategy, ensuring that we have the financial and human resources to meet our objectives.
Management oversight – reviewing operating, financial and risk performance.
Regulatory and statutory activity – including approving the Group’s results, key stakeholder documents and dividends.
Finance and treasury – approving the framework for the Group’s finance, banking and capital structure arrangements.
Appointments – approving appointments to the Board, on the recommendation of the Nomination and Corporate Governance Committee.
Approval of certain Group policies – including, for example, an Anti-Corruption Policy, a Share Dealing Policy, a Gifts and Hospitality Policy, a Global Code of Conduct, a Global Compliance Policy and a Tax Policy.
A copy of the Matters Reserved for the Board can be found here.
There is a clear division of responsibilities between the Chairman and the Chief Executive Officer, which have been formalised in writing and can be found here. The Chairman, Don Robert, 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 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 day-to-day operations of the 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.
The Deputy Chairman, George Rose, is also the Senior Independent Director. He is responsible for providing support and guidance to the Chairman and for serving as a trusted intermediary for the other Directors. He 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. 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.
It is the Board’s view that the Company has applied the principles and complied with the provisions of the UK Corporate Governance Code published in April 2016, throughout the year ended 31 March 2017.
A detailed corporate governance report can be found in our Annual Report 2017.
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