Division of responsibilities

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The UK Corporate Governance Code principles regarding the role of the Chair, the desired characteristics of the Chair and his/her duty regarding Board relations and contributions are outlined in the Chair’s letter of appointment. A summary appears in the table below. The table also summarises how there is a clear division of responsibilities between the leadership of the Board and the executive leadership of the business.

Shareholder and stakeholder engagement

The UK Corporate Governance Code encourages companies and boards, including committee chairs, to seek regular engagement with major shareholders in order to understand their views. Boards are also encouraged to have a clear understanding of the views of shareholders.

In addition, the Code states that the Board should understand the views of the Company’s other key stakeholders and describe how their interests have been considered in discussions and decision-making. Details regarding key stakeholders are on page 108.

Shareholders

We are committed to open and regular communication and engagement with shareholders at any time of the year, and our communications with them will always offer invitations to meet with the Chair or any of the Board’s committee chairs.

Board – Investor relations, and external communications and media, reports are circulated before every Board meeting. The investor relations report contains a commentary on key events in Experian’s main markets, share price performance, market movements, investor feedback from management/analyst meetings, broker and analyst forecasts and recommendations, investor relations activities (including ESG), and shareholder analysis. The external communications and media update provides details of the focus of external communication activities, which has included innovation, financial health, data security and integrity, and people. The Chief Communications Officer provides regular updates at Board meetings.

Engagement with investors – The Chair of the Remuneration Committee wrote to our major shareholders and the main UK and US proxy advisory bodies in March 2022. He provided an update on our ESG progress and our commitment to achieving more gender diversity in senior management levels. The Chair, Mike Rogers, met with a number of Experian’s major shareholders over a number of days in December 2021. There was a wide range of topics discussed with these shareholders: business strategy and performance, the impact of COVID-19, financial inclusion, data security, regulation, Board diversity and expertise, and ESG matters.

Investors and analysts – The executive team runs an ongoing programme of dialogue with institutional investors and analysts, through which they discuss a wide range of issues including strategy, performance, management and governance. Experian also engages with investors through industry conferences and by hosting events with members of the senior management team. The announcements of the full-year and half-year results and trading updates provide opportunities for us to answer questions from analysts, covering a wide range of topics. This year, executive management attended virtual conferences and investor meetings as outlined above.

Annual General Meeting – The AGM provides a valuable opportunity for the Board to communicate with shareholders and usually to meet them informally before the main business of the meeting. In response to COVID-19 and in order to ensure the safety of the Company’s shareholders, employees and directors, shareholders were not permitted to physically attend the Company’s 2021 AGM. However, shareholders were provided with a facility to view the AGM electronically and to submit questions, and we also engaged with investors ahead of the AGM. Voting levels at the 2021 AGM were 75.26% of the Company’s issued voting share capital. The 2022 AGM will take place on Thursday 21 July 2022 in Dublin, Ireland. Shareholders are encouraged to use proxy voting on the resolutions put forward, all of which (except for procedural resolutions) are taken by a poll.

Private shareholders – The Company Secretary, Charles Brown, oversees communication with private shareholders, and ensures direct responses as appropriate in respect of any matters raised by shareholders. The Company issues a ‘Shareholder Questions’ card each year, together with the AGM documentation. The Company responded to shareholders directly, as appropriate, following the 2021 AGM.

Investor relations app – This contains information about our financial performance, together with reports, presentations and news of upcoming events.

Website – Our website is an important channel for communicating with all stakeholders, including shareholders. All material information reported to the regulatory news services is published at www.experianplc.com/investors/regulatory-news/, together with copies of full-year and half-year results announcements and trading updates.

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Other stakeholders

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Further information concerning Group-wide engagement with key stakeholders is on pages 22 to 25 in the Strategic report. Board activities regarding key stakeholders, including engagement, are summarised in the table below. Shareholder engagement has been considered earlier.

Workforce engagement

The UK Corporate Governance Code requires companies to select one or a combination of prescribed methods for the Board to engage with the workforce. If a particular method is not appropriate for a company, it may explain the alternative arrangements in place and why these are considered effective. The Board has always felt well informed about workforce views and matters, including in relation to pay and related policy arrangements for the broader employee population. As a result, no single approach recommended in the Code was considered appropriate for our business. The Board instead adopted a combination of methods to comply with the Code’s requirements. These are summarised below, and include:

• There are regular people and sentiment survey updates to the Board, and reporting at every scheduled Board meeting on people matters. People, talent and culture updates are also provided to the Nomination and Corporate Governance Committee, offering a valuable insight into workforce matters.
• Any relevant business cases reviewed by the Board include an evaluation of potential impacts of the transaction on the Group’s stakeholders, including employees.
• The Remuneration Committee annually considers an extensive paper setting out details of all-employee pay and workforce policies across Experian. The discussions on this topic provide helpful insights for framing pay considerations.
• The Remuneration Committee Chair annually attends a meeting of the UK and Ireland Experian People Forum (see Our people, in the table on page 108), providing the opportunity to gain first-hand feedback in two-way discussions with the workforce, which is invaluable. The employee insights and views gathered are shared with the full Board, allowing the Board to hear directly from the wider workforce.
• The Board meets with employees physically outside the Boardroom environment during the year. While COVID-19 has impacted on the Board’s ability to engage in this way, meetings between Board members and the wider employee population were held during the year.

In coming to this approach, the Board was satisfied that the approach was appropriate for Experian and that the Board keeps workforce considerations to the fore in its deliberations.

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Considering our stakeholders in our decision-making

The Code also recommends that the Board should describe how stakeholder interests have been considered in Board discussions and decision-making. We have processes in place to capture and consider stakeholders’ views (including the matters contained in Section 172 of the UK Companies Act 2006, on a voluntary basis) and feed them into Board decision-making.

All material business cases considered in the Group (for example, mergers, acquisitions and major capital investments) include an analysis of the stakeholder considerations, anticipated impact and mitigations. This process helps the Board to perform the duties outlined in Section 172 of the UK Companies Act 2006 and provides assurance to the Board that potential impacts on stakeholders have been considered in the development of the proposal. The impact on stakeholders, their views and their feedback are collectively at the heart of Board discussions and actions. The Board will continue to enhance ways to ensure that stakeholders are given consideration as part of the Board’s decision-making.

Examples of how this process works in practice are outlined below, where Board consideration of an amalgamation of two regions and a strategic acquisition included a review of the standing stakeholder impact analysis.

Amalgamation of the EMEA and Asia Pacific regions

During the year, we announced some important changes to our EMEA and Asia Pacific regions. For a number of years our ambition has been to pursue growth in EMEA and Asia Pacific and to build both these regions to much greater scale. This has seen us invest significantly, both organically and through acquisition, and despite COVID-19 related setbacks, we have made significant progress towards this ambition. In FY22, in order to bring our operations to the next stage of development, the Board supported the combination of our EMEA and Asia Pacific regions under a new leader, Malin Holmberg, who joined Experian in September 2021 as CEO, EMEA and Asia Pacific.

We are excited about this new chapter for our business as we seek to drive greater levels of scale, consistency and opportunity across these territories. In considering the amalgamation, the Board considered market drivers across both EMEA and Asia Pacific which were favourable for our business, as demand grows to make credit and lending simpler and empower more consumers across the world, providing opportunities for data and cloud-enabled capabilities. We have an opportunity to drive growth and profitability across EMEA and Asia Pacific by leveraging greater scale across resources, products, talent and investments. Our ambition is to build the combined region to a level of scale and impact that will rival our other large regions.

In considering the amalgamation, the Board reflected on the stakeholder impacts. The following impacts and actions/mitigations were identified:

• There are expected to be personnel changes in streamlining the regions, in the short to medium term. The Board has given its full support to management with respect to the package of measures that has been employed to rightsize the businesses, taking into account the impact on the Group’s employees. Our focus on strategy will continue on important products and countries for Experian globally today and in the future.
• Customers and suppliers are expected to react positively as the streamlining would allow Experian to understand their needs more easily, and would align operating models to drive specific outcomes for them and Experian, and would allow collaborative working to deliver their expectations.
• The streamlining is expected to have a meaningfully positive long-term impact on the majority of stakeholders, and no material community or environmental impacts are anticipated.

Acquisition of Gabi Personal Insurance Agency, Inc. (Gabi)

In September 2021, the Board reviewed, considered and approved the acquisition of Gabi, a digital insurance agency based in San Francisco, California, that focuses on selling auto and home insurance policies to consumers.

As a digital agency, Gabi produces quotes and binds policies without redirecting customers to carrier websites, versus a lead generator that can only produce quotes. Gabi offers a highly automated experience that simplifies insurance shopping and offers a complete purchase experience within one ecosystem. Gabi offers a breadth of choice, quote accuracy and a convenient, streamlined digital experience on a web browser or mobile application. Gabi provides insurance carriers with an ability to deliver high-quality customer segments, strong retention business and leading technology.

A briefing paper was circulated to the Board ahead of its September 2021 meeting, outlining the strategic rationale for the transaction, as well as the financial evaluation and deal structure. The Group’s Chief Investment Officer attended the meeting and presented the business case to the Board. The Board noted that Gabi would provide distribution to insurance carriers in the USA, a strong product experience and technology that will scale, insurance licencing coverage, and a strong team with deep experience in the insurance market. The combination of Gabi with Experian’s brand, Experian Consumer Services' large audience, consumer consent, and data would create a strong strategic pairing.

In considering the acquisition, the Board reviewed the stakeholder impact analysis which had been prepared (and which is prepared for all acquisition business cases). The analysis identified the following stakeholder impacts and actions/mitigations:

• There were no immediate personnel reductions planned for the business, with plans for investment for retention.
• Customers and suppliers were expected to react positively to a well-capitalised, listed company being their trusted partner.
• There was no material community or environmental impact anticipated.
• The acquisition was expected to have a meaningfully positive long-term impact on all relevant stakeholders.

Workforce policies and practices

The Board is expected to ensure that: workforce policies and practices are consistent with the Company’s values; that they support its long-term sustainable success; and that the workforce can raise any matters of concern. An example of the alignment of policies and practices is how the Group manages anti-bribery and anti-corruption. Experian has a strong compliance culture, which is at the heart of our strategy for ensuring we comply both with the laws that apply to our business and with our Global Code of Conduct. The Board sets the tone and leads by example and is one of the most important influences on the Company’s commitment to preventing bribery and corruption. Our Anti-Corruption Framework sets out our zero-tolerance policy on bribery and corruption in any form, and this message is reinforced through mandatory annual training for employees. We also extend this framework to our third-party network and business partners, which helps to instil our values in every aspect of our business. We apply due diligence and careful screening to intermediaries such as agents, representatives, resellers and service providers and train them in our policies.

In terms of the ability to raise matters of concern, Experian is committed to achieving the highest possible standards of quality, honesty, openness and accountability, and there is an expectation that employees maintain high standards in accordance with the Global Code of Conduct. There is also a culture of openness and accountability, and all employees are encouraged to raise any concerns about the way in which the business is run at an early stage so that any concerns can be dealt with effectively. A confidential helpline, facilitated by an external provider, has been set up for employees who wish to raise any concerns. Calls to the Confidential Helpline, and any actions required, are reviewed by the Audit Committee at least every six months.

Non-executive director appointment

Non-executive directors are initially appointed for three years. This may, subject to satisfactory performance and election or re-election by the shareholders, be extended by mutual agreement. They normally serve for a maximum of nine years, through three terms, each of three years’ duration.

Meetings of non-executive directors

In addition to attending Board and committee meetings, the non-executive directors normally meet separately with the Chair, and sometimes also with the Chief Executive Officer, at the end of each scheduled Board meeting. The non-executive directors also meet privately at least once a year with the Deputy Chair, without the Chair present, and did so once during the year to discuss matters including the Chair’s performance.

Board information

All directors receive financial and operational information each month to help them discharge their duties. Board papers are circulated digitally at least one week before each Board meeting, to ensure directors have time to review them. Directors have access to independent professional advice at the Company’s expense, if they consider it appropriate. No director obtained any such advice during the year ended 31 March 2022.

Independence

As required by the UK Corporate Governance Code, the Board considers each of the non-executive directors to be independent in character and judgment and believes there are no relationships or circumstances that are likely to affect (or could appear to affect) each director’s judgment.

On 18 May 2022, we announced that two of our independent non-executive directors, Deirdre Mahlan and George Rose, will retire from the Board at the conclusion of the AGM on 21 July 2022. Both Deirdre and George were appointed on 1 September 2012 and, by the time of their retirement, will have completed over nine years’ service on the Experian Board. Notwithstanding this tenure, the Board considers both to be, and to have been throughout the year, entirely independent in character and judgment. Their service beyond nine years has also helped the Board to facilitate an appropriate period of transition for their Audit and Remuneration Committee Chair, and Senior Independent Director, roles. There are no other circumstances set out in the UK Corporate Governance Code that are relevant in terms of the independence of both. Jonathan Howell has been appointed to succeed Deirdre as Chair of the Audit Committee from 1 July 2022 and Alison Brittain has been appointed to succeed George as Senior Independent Director and Chair of the Remuneration Committee from the conclusion of the AGM.

Conflicts of interest, and external appointments

The Company’s articles of association allow the Board to authorise actual or potential conflicts of interest. The authorisation procedure involves Group Corporate Secretariat issuing guidance and a questionnaire each August, asking directors to identify any conflicts or potential conflicts, which the Board then considers at its September meeting. In addition, directors are expected to advise the Company Secretary of any actual or potential conflicts as soon as they arise so the Board can consider them at the next available opportunity. In the Board’s view, this procedure operated effectively during the year under review. The Board also has a process in place whereby directors’ proposed external or additional appointments are reviewed and considered for approval by the Board.