Corporate Governance

Good corporate governance is key to promoting long-term sustainable success.

Board Composition

The Board currently comprises the Chairman, three executive directors and five independent non-executive directors, including the Deputy Chairman George Rose.

You will find biographical details of all the current directors, including details of their skills and experience, in our 2020 Annual Report

Role

The Board is responsible for setting the Company’s purpose, values and strategy, and ensuring that the necessary resources are available for long-term sustainable success, to generate value for shareholders and contribute to wider society. In January each year, senior management presents the proposed strategic plan to the Board, including clarity of purpose around the key roles that Experian plays in society and our associated responsibilities. This takes place over two days and allows the Board to review, debate and critically assess the proposed strategy with management, before considering it for approval. The strategic framework considered by the Board includes details of the foundations that will allow us to deliver our aspirations, for example: investing to ensure data, analytics and decisioning products remain market leading; building relationships with consumers; growing our innovation capabilities; and continuing to build a high-performance culture. The Board also monitors strategy and major initiatives throughout the year.

The budget discussions in March each year ensure that we have the right resources to deliver the agreed strategy, taking into consideration this year the changing economic outlook due to COVID-19. 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 on operational and financial matters as well as any major initiatives underway, at and between every scheduled Board meeting. The Board also conducts post-investment reviews on an agreed timeline, for any acquisitions it has previously approved.

The Board is responsible for establishing procedures to manage risk, overseeing the internal control framework, and determining the nature and extent of the principal risks the Company is willing to take to achieve its strategic objectives.

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.

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 strategy, approval of annual operating and capital expenditure budgets, and oversight and monitoring of operations.

Structure and capital/Financial reporting and controls – 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 and disposals. 

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.

A copy of the Schedule of Matters Reserved to the Board can be found here.

Chairman and Chief Executive Officer

There is a clear division of responsibilities between the Chairman and the Chief Executive Officer. The Chairman 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 Deputy Chairman, George Rose, is also the Senior Independent Director. He is responsible for providing support and guidance to the Chairman and serves 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. A copy of the specific provisions of the UK Corporate Code applicable to George'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

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 July 2018, throughout the year ended 31 March 2020.

A detailed corporate governance report can be found in our 2020 Annual Report.