Accountability to our stakeholders, including our customers, shareholders and employees, for ensuring good corporate governance is at the heart of our business and Board decisions.

Mike Rogers
Chair

Chair’s introduction

The importance of good governance is never greater than in times of uncertainty. The Board plays a vital role in ensuring the stability of the Experian business, by delivering effective leadership which supports the delivery of strong and sustainable financial and operational performance for the Group and long-term value for our shareholders, while also contributing to wider society. The Group’s success depends on our continual commitment to high corporate governance standards, as well as a healthy and responsible culture, both in the Boardroom and across the Group.

The Board has been extremely impressed by the resilience and commitment of our people and their solid dedication to keeping Experian running safely and to providing the highest quality of service to our customers, despite the challenges we faced again this year. As a Board, we are committed to ensuring that the Company’s purpose, values and high standards are set from the top and embedded throughout the Group.

COVID-19 pandemic

While we are all hopeful that the worst of the COVID-19 pandemic is behind us, it did continue to impact our Board meetings throughout the year, which was a busy one, during which the Board considered the payment of dividends and share repurchases, approved the issue of debt securities and a funding plan for the financial year, and considered a number of important strategic acquisitions in North America and Latin America.

The Chief Executive Officer, Company Secretary and I regularly considered and discussed opportunities for the Board to meet in person during the year, provided that the safety of Board members and employees was ensured, and in compliance with local COVID-19 regulations. It was pleasing that face-to-face meetings were able to take place in Dublin in July and November 2021, and March 2022, in Washington, DC in September 2021, and in Costa Mesa, California in January 2022. The remaining meetings were held using video technology and, as during the year ended 31 March 2021, although this did not materially impact the discussions or contributions and level of challenge of the Board, Board members were pleased to be able to meet in person. The pandemic has not impacted the commitment that our directors have to the Experian Board – all directors had 100% attendance at Board and committee meetings held during the year, whether in person or by video. I worked closely with the Chief Executive Officer and Company Secretary to plan the agenda for each Board meeting, to ensure the right balance of strategic planning and performance updates, corporate development and governance matters.

Board composition and succession

The Nomination and Corporate Governance Committee continues to lead the process for Board appointments and ensuring that plans are in place for orderly Board and senior management succession. On 1 May 2021, on the recommendation of the Committee, Jonathan Howell was appointed as a non-executive director. We were delighted to welcome Jonathan to the Board, and we put in place a tailored induction programme for him, which was largely provided virtually by global executives and was well received by Jonathan. You can read later about the details of the sessions, updates and discussions provided in the induction. In addition, both Alison Brittain and Jonathan continued their induction with a visit to the North America DataLab in San Diego, California, in January 2022.

We have often highlighted the Committee’s work regarding key Board composition and succession matters, including the skills and experience required of our non-executive directors, a focus on diversity, and the preferred timing of non-executive recruitment including, in recent times, potential successors to the Audit and Remuneration Committee Chair roles. During the year, the Committee continued this focus on committee chair succession and, at its March 2022 meeting, recommended to the Board the appointment of Jonathan Howell as successor to Deirdre Mahlan as Audit Committee Chair with effect from 1 July 2022, and the appointment of Alison Brittain as successor to George Rose as Remuneration Committee Chair with effect from the conclusion of the Annual General Meeting to be held on 21 July 2022. In addition, Alison Brittain will replace George Rose as Experian’s Senior Independent Director. Deirdre will retire as a non-executive director, and George will retire as a non-executive director, Deputy Chair and Senior Independent Director at the conclusion of the 2022 Annual General Meeting. In line with the recommendations of the UK Corporate Governance Code, Alison Brittain has served on the Remuneration Committee for at least 12 months (as has Jonathan Howell on the Audit Committee), and we know that both will bring their immense experience and deep commercial, financial and governance knowledge (as appropriate) to their new roles.

During the year, the Committee also recommended to the Board the appointment of Craig Boundy as Chief Operating Officer and as an executive director of Experian plc. Craig’s appointment as a director will take place at the conclusion of the 2022 Annual General Meeting, when Kerry Williams will retire from the Board. Craig's commercial and operational expertise, as well as his commitment to fostering diversity, equity and inclusion within Experian, will bring deep knowledge and fresh perspectives to the Board.

There is more detail on Board composition and succession beginning on page 113

Board evaluation

We operate a three-year Board evaluation cycle, and the last external evaluation took place in FY20. The next external evaluation will be next year, in FY23, which is in line with the recommendations of the UK Corporate Governance Code, and the Board continues to believe that these evaluations are a key element of good governance to ensure that the Board, as well as its committees and Board members, are continuing to operate and perform effectively. This year, we undertook a questionnaire-based internal evaluation. A report on the evaluation was presented to the Board at its January 2022 meeting when the results were considered and discussed, and the Board reflected on potential focus areas. In addition, the Board reviewed its performance against the areas of focus it had agreed as part of the previous year’s evaluation. Overall, the Board concluded that it was operating effectively, and identified areas of focus for the coming year, around Board and management succession, and regulation. You will read later about the results of the evaluation and details of the areas of focus that we have agreed.

Environmental, Social and Governance

We place a strong emphasis on our Environmental, Social and Governance (ESG) efforts, as a core part of our business operations. Doing the right thing for society, our clients, consumers, colleagues and communities is something that the Board fully supports. During 2021, a dedicated ESG Steering Committee was put in place at Experian, chaired by the Chief Financial Officer, Lloyd Pitchford, who is also the executive sponsor of our ESG programme. The Board recognises the significantly increased focus on ESG matters and their importance, for example having agreed for itself a specific FY22 focus area related to ESG.

Conclusion

I hope you find this Corporate governance report helpful in understanding the arrangements and processes we have in place at Experian, and what we have done in terms of the recommendations of the UK Corporate Governance Code. I believe that the Board is well placed to provide the strategic oversight and stewardship required to ensure that Experian continues to deliver long-term sustainable success.

The 2022 Annual General Meeting will be held on 21 July 2022. Further details will be published in the Notice of Annual General Meeting, which has been sent or made available to shareholders, and is also available on the Company’s website, www.experianplc.com.

Statement of compliance

The Board is committed to the highest standards of corporate governance and, for the year ended 31 March 2022, other than one element of Provision 38 in relation to alignment of pension contribution rates (as explained below), the Company complied with all the provisions of the UK Financial Reporting Council’s (FRC’s) UK Corporate Governance Code (as published in July 2018), the UK Financial Conduct Authority’s (FCA’s) Disclosure Guidance and Transparency Rules sourcebook sections 7.1 and 7.2 (which set out certain mandatory disclosure requirements), the FCA’s Listing Rules 9.8.6R, 9.8.7R and 9.8.7AR which include the ‘comply or explain’ requirement and, on a voluntary basis, the UK Department for Business, Energy and Industrial Strategy (BEIS) Directors’ Remuneration Reporting Regulations and Narrative Reporting Regulations. These documents are publicly available as follows:

• The UK Corporate Governance Code can be found at www.frc.org.uk
• The FCA’s Disclosure Guidance and Transparency Rules sourcebook as well as Listing Rules can be found at www.handbook.fca.org.uk
• The BEIS Directors’ Remuneration Reporting Regulations and Narrative Reporting Regulations can be found at www.gov.uk.

In addition, the FRC Guidance on Risk Management, Internal Control and Related Financial and Business Reporting can be found at www.frc.org.uk.

Provision 38 – the Company is largely compliant with this provision of the UK Corporate Governance Code. The area of partial compliance relates to alignment of pension contribution rates of the executive directors with the wider workforce. The rate for our US-based executive director is already aligned with the wider US workforce, and the rates for our two UK-based executive directors are already aligned with those available to other senior UK employees. The rates for any new UK-based director would immediately be aligned with the wider workforce, and the rates for our two existing UK-based executive directors will be aligned with the wider UK workforce by the end of 2022, following the required amendments to contractual arrangements.

Experian corporate website

The Experian website www.experianplc.com contains additional information about our corporate governance:

• Terms of reference of the principal Board committees
• The schedule of matters reserved to the Board
• The Chair and the CEO’s split of duties, and the duties of the Senior Independent Director
• The Company’s memorandum and articles of association
• Details of AGM proxy voting by shareholders, including votes withheld.