Nomination and Corporate Governance Committee report

Code principle
Composition, Succession and Evaluation

Mike Rogers

Chair of the Nomination and Corporate Governance Committee

I am pleased, as Chair of the Nomination and Corporate Governance Committee, to provide detail of the Committee’s principal roles and responsibilities and report on the work done by the Committee during the year. There are also updates below on Board composition, diversity, equity and inclusion (DEI), and this year’s internal Board evaluation.

Members

Mike Rogers (Chair)

Dr Ruba Borno

Alison Brittain

Caroline Donahue

Luiz Fleury

Jonathan Howell

Deirdre Mahlan

George Rose

The Committee’s key role is to monitor the Board’s balance of skills, knowledge, experience and diversity, and a key responsibility of the Committee is to ensure plans are in place for orderly Board succession. The Committee regularly receives and reviews updates on the structure, size and composition of the Board and its committees, to ensure critical skills and experience are appropriately refreshed. The Committee reviews any skills gaps and Board composition (and Board members’ expertise, diversity and tenure) to allow for smooth succession planning. A focus of the Committee during the year was Audit and Remuneration Committee chairship succession, and ensuring that we had strong candidates to replace Deirdre Mahlan and George Rose respectively, who will both retire from the Board at the Annual General Meeting in July 2022. Our most recent Board appointments (Alison Brittain and Jonathan Howell) were made with this succession in mind, and to allow each to have sufficient time as members of the Remuneration Committee and Audit Committee respectively to be appropriately prepared and inducted to take on the role of Committee Chair. Committee members are looking forward to continuing the Committees' strong contributions to the Group under Alison and Jonathan.

The Committee has also maintained its focus on the executive talent pipeline and senior management succession plans, reflecting the Board’s responsibility to ensure appropriate plans are in place. A succession planning update was provided at a number of Committee meetings. Included in the updates were analyses of executive management succession coverage. The Committee played a central role in the recommendation to the Board of Craig Boundy to replace Kerry Williams as an executive director of the Company, and as the Experian Group Chief Operating Officer.

Diversity, equity and inclusion are essential to Experian’s purpose, and the Committee received and discussed a detailed update from our Chief People Officer, Jacky Simmonds, and our Chief Diversity, Equity and Inclusion Officer, Wil Lewis, in January 2022. Experian is focused on several dimensions of workforce diversity (including race/ethnicity, gender, age/generation, working parents/families and LGBTQ+).

The Committee noted that the business was strong in terms of employee commitment, having an inclusive culture and diversity and inclusion initiatives, and that actions were being taken regarding representation, DEI data and harnessing regional efforts to maximise impact. To further strengthen our efforts across DEI we have set five commitments to track progress against, and these have been shared both internally and externally. These are: Active sponsorship; Better understand opportunities and challenges; Measure progress against specific goals; Ensure accountability; and Supporting our people.

The Committee considered the proposed re-election of directors (with the exception of the retiring Kerry Williams, Deirdre Mahlan and George Rose) at the Annual General Meeting, recommended Luiz Fleury’s re-appointment for a further three-year term, reviewed the draft corporate governance section of the Annual Report, and reviewed various company law and governance updates.

As noted earlier in the Corporate governance report, the Committee also reviewed a people strategy, talent and culture update during the year.

The Committee was in place throughout the year ended 31 March 2022.

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Quick facts

Mike Rogers has chaired the Committee since July 2019.
The Board considers the Committee members to be independent non-executive directors, in line with the UK Corporate Governance Code.
The Committee met six times during the year ended 31 March 2022.
The Chief People Officer, the Chief Communications Officer and the Chief Diversity, Equity and Inclusion Officer were invited to attend certain meetings.
The Chief Executive Officer is also invited to attend meetings and provides valuable input to the discussions.

Committee’s key roles and responsibilities

Good governance and strong, responsible, balanced leadership are critical to business success and to creating both long-term shareholder value and a strong, sustainable culture. As a Committee, our responsibilities include:

Ensuring we have appropriate procedures for nominating, selecting, training and evaluating directors, and that adequate succession plans are in place.
Reviewing the Board’s structure, size, composition and succession needs; considering the balance of membership and the Board’s required balance of skills, experience, independence, knowledge and diversity.
Identifying and nominating, for the Board’s approval, suitable candidates to fill vacancies for non-executive directors and, with the Chief Executive Officer’s assistance, executive directors. Board appointments are made on merit and against objective criteria, to ensure the Board maintains its balance of skills, experience, independence, knowledge and diversity.
Reviewing legislative, regulatory and corporate governance developments and making recommendations to the Board; and ensuring that the Company observes the standards and disclosures recommended by the UK Corporate Governance Code.

Committee activities in FY22

May 2021	July 2021	September 2021	November 2021	January 2022	March 2022
Discussed an update on the agreed focus areas from the FY21 Board evaluation. Discussed Board and committee structure, size and composition. Received and considered a Board succession update.	Discussed a detailed AGM briefing from the Company Secretary and the Chief Communications Officer, including voting results, shareholder feedback and engagement that had taken place in the lead-up to the AGM. Continued important discussions regarding Board succession, with a focus on plans regarding the appointment of an additional non-executive director, and considered and confirmed the appointment of a new search firm. Discussed Board and committee structure, size and composition, with a continued focus on diversity and geographic representation.	Received and considered a Board succession update. Discussed and considered the proposed FY22 Board evaluation structure.	Discussed Board and committee structure, size and composition, including the continued importance of culture, fit and international experience. Discussed the potential retirement of an executive director and appointments. Reviewed the Committee’s performance during the year against its terms of reference and concluded that it was operating effectively.	Discussed an update on FY23 Strategic Planning from a people perspective, and the progress against last year’s plans. Reviewed and discussed a People Strategy, Talent and Culture update. Reviewed an update on diversity, equity and inclusion, outlining the Experian philosophy and approach. Reviewed and discussed executive succession, including succession planning for senior leaders. Considered and recommended to the Board the appointment of Craig Boundy as Chief Operating Officer and as an executive director of the Company. Received an update on the progress of a non-executive director search. Recommended the re-appointment of a director for a further appointment term.	Received and considered a Board succession update. Recommended to the Board the directors to be considered for re-election at the 2022 AGM. Considered the annual company law and governance update. Recommended to the Board the appointment of Alison Brittain as the Company’s Senior Independent Director and as Chair of the Remuneration Committee and the appointment of Jonathan Howell as Chair of the Audit Committee.

Board, and executive committee (and direct reports), composition

As at 1 May 2022

Process for Board appointments

When making Board appointments, the Committee reviews and approves an outline brief and role specification, and appoints one or more search agents for the assignment. We disclose the name of the search agent and any other connection they have with Experian in the Annual Report following the appointment. The specification and the search are discussed with the search agents, who then prepare an initial longlist of candidates. The Committee defines a shortlist and holds interviews. Ultimately, the Committee makes a recommendation to the Board for its consideration. Following Board approval, the appointment is announced in line with the requirements of the UK Financial Conduct Authority's (FCA’s) Listing Rules. In due course, a tailored induction programme is developed for the new director. We engaged Russell Reynolds as the specialist search firm involved with the recruitment of Jonathan Howell, whose appointment became effective during the year. They also provide other executive search services to the Group.

Board composition

The Board comprises the independent Chair, Mike Rogers, three executive directors and seven independent non-executive directors, including the Deputy Chair, George Rose. George is also the Chair of the Remuneration Committee. Deirdre Mahlan is the Chair of the Audit Committee and Mike Rogers is the Chair of the Nomination and Corporate Governance Committee. The Nomination and Corporate Governance Committee regularly evaluates Board composition from a number of perspectives, including diversity and orderly succession. As mentioned earlier, Kerry Williams, Deirdre Mahlan and George Rose will retire from the Board at the conclusion of the Annual General Meeting in July 2022. Alison Brittain and Jonathan Howell were appointed with committee chairship succession in mind, to take on the role of Remuneration Committee Chair and Audit Committee Chair respectively. In addition, Alison Brittain has been appointed as Senior Independent Director with effect from the conclusion of the Annual General Meeting in July 2022. In January 2022, we announced that Craig Boundy was to replace Kerry Williams as an executive director of the Company with effect from the conclusion of the Annual General Meeting, and as the Experian Group Chief Operating Officer with effect from 1 April 2022.

Induction and training

The Company has procedures to ensure newly appointed directors receive a formal induction, and this involves meetings with senior executives and functional leaders. A tailored induction programme is designed for each new non-executive director who joins the Board, to ensure they are equipped with a foundation of knowledge and materials necessary to add value. Individual induction programmes are usually completed within the first six months of a director’s appointment and the Company Secretary provides assistance and support throughout the induction process. The programmes are reviewed regularly to consider directors’ feedback and are continually updated and improved.

On 1 May 2021, Jonathan Howell joined the Board as an independent non-executive director. Jonathan’s induction sessions were held from September 2021 to January 2022, with follow-on ad hoc meetings as requested. All sessions were held with the relevant business or regional leader (for Business/Operations updates) and relevant functional executive for the Corporate/Governance updates. Pre-reading/viewing material was made available, including 'Experian the story so far…A history of Experian' and Group strategy presentations.

A summary of the presentations/meetings held (including product demonstrations as appropriate) is as follows:

Business/Operations – briefings, regional and global business overviews and product demonstrations in respect of a number of business areas, including: Consumer Information Services, Decision Analytics, Vertical Markets, as well as business market and financial overviews.

Corporate/Governance – focused briefings on corporate governance; global corporate responsibility; global finance; strategy, competition and corporate development; investor relations; communications and brand; external and internal audit; regulatory, risk, compliance and government affairs; and remuneration and global human resources.

In January 2022, the Board held its meeting in our operational headquarters in Costa Mesa, California. As part of this visit, our two most recently appointed non-executive directors, Alison Brittain and Jonathan Howell, travelled to San Diego, California and received a tour of the Experian DataLab which included demonstrations from senior management on the Experian Ascend Technology Platform, artificial intelligence and Signal Hub. They also met and had lunch with employees of the DataLab. This gave Alison and Jonathan a good opportunity to engage with talent within the business and experience our culture. At this time, Jonathan also undertook a further induction session focusing on Internal Audit with North America’s Regional Head of Internal Audit, and US Regulatory and Litigation with senior members of Experian’s legal team, together with the CEO of North America.

Diversity

Our core philosophy is that our employees are people first, and we welcome people of all backgrounds to bring their whole selves to Experian. The Board’s diversity policy is unchanged. We strongly believe that diversity throughout the Group and at Board level is a driver of business success. We respect, value and welcome all forms of diversity, and seek to reflect the diversity of our clients, investors and employees in our Board. We recruit talented Board members, who have the appropriate mix of skills, capabilities and market knowledge to ensure the Board is effective. When recruiting, we look across all sectors and non-traditional talent pools, and we require diversity on our candidate shortlists.

Although we do not publish specific Board diversity targets, the female representation of the Board is 36%. We also continue to monitor closely the numbers submitted as part of the FTSE Women Leaders Review around the position of our executive committee and their direct reports. The proportion of women in this population currently stands at 28%. As part of our commitment to continue to improve gender diversity, our targets in this area are set out on page 56 of the Annual Report and these will ensure a strong pipeline of women for our senior positions over time. In addition, the March 2022 Parker Review Committee update regarding ethnic diversity confirmed that we met their Board ethnic diversity recommendations. We recognise the significant benefits of a diverse Board and, when recruiting, will continue to seek to address any diversity gaps on our Board, including gender and ethnicity.

As well as the Board policy outlined above, the Group’s Code of Conduct further outlines our approach and how we think about diversity. We understand the fundamental value that diversity, equity and inclusion bring to our business, and there are many ongoing initiatives to support a work environment in which everyone is treated with fairness and respect, has equal access to opportunities and resources, and can contribute fully to our success. At Experian, we embrace diversity and appreciate different perspectives and the unique value each employee brings. Fundamentally, we do not discriminate against anyone based on race, colour, religion, gender, sexual orientation, gender identity or expression, national origin, disability, age, covered veteran status, or any other characteristic protected by law. We are dedicated to providing a safe, healthy and productive work environment for all employees. We are committed to respecting and promoting human rights and we do not tolerate any infringement of these rights in our business or our supply chain. The Code of Conduct applies to everyone at Experian, including contractors, suppliers and others who do business with us. Contractors and suppliers performing work on behalf of Experian are expected to comply with the law and the portions of the Group’s Code of Conduct that apply to them.

Board evaluation

The UK Corporate Governance Code specifies that the Board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors, and that the Board should also have an externally facilitated evaluation at least once every three years. FY22 was Year 3 of our Board’s three-year review cycle. In FY20, an independent external evaluation was conducted by Manchester Square Partners to provide the Board with greater insights into its performance and to identify opportunities to further increase and improve its overall effectiveness.

The FY21 evaluation (the second year of our cycle) involved the Board performing an internal evaluation of progress against the areas of focus and the resulting actions, as well as agreeing new areas of focus for the coming year. This year, the third year of the cycle, a questionnaire-based internal evaluation was undertaken. In December 2021, Board members received an online questionnaire about the Board’s performance in several areas. These included: Board composition and succession; Board dynamics, expertise; time management, agenda, meeting papers; strategic oversight; competition; operational oversight, risk management and internal control; culture; executive remuneration; technical development; and FY22 focus areas. The results of the evaluation, including Board members’ comments in each area, were presented to the Board at its January 2022 meeting and it considered and discussed the results. In addition, the Board evaluated its performance against the areas of focus it had agreed as part of the previous year’s evaluation.

The Board concluded that it was operating effectively and also agreed focus areas for the coming year (to 31 March 2023) and noted the progress against the previous year’s focus areas. Board members also noted in the evaluation the importance of the transition to the new Audit and Remuneration Committee Chairs, with both having spent over one year on the respective committees by the time of their appointment, and having extensive relevant experience, including financial and governance. The ongoing potential recruitment of a further non-executive director was also highlighted in the evaluation by Board members, and this work is expected to continue during the year ending 31 March 2023.

This year’s internal evaluation was structured as follows:

Nomination and Corporate Governance Committee/Board

The Committee was asked at its September 2021 meeting to provide input into the structure of, and topics for, the evaluation of the Board
(a questionnaire-based internal evaluation).

At its January 2022 meeting, the Board considered the responses and output from the Board evaluation questionnaire, and reviewed the prior year’s focus areas. At its March meeting, the Committee considered areas of focus for the year ending 31 March 2023.

Committees

A performance evaluation discussion was included on the agendas of the Board committees, supported by an analysis of how each committee was performing against the key areas in its terms of reference. Each of the Board committees concluded that it was operating effectively.

Individual directors

Meetings were held between each director and the Chair in February and March 2022, in relation to each director’s performance.
The Deputy Chair and Senior Independent Director evaluated the Chair, taking account of input from other directors.

Progress against the focus areas highlighted in the FY21 review

Area	Focus	Progress
Culture and Social capital	As the Board concluded in its FY21 internal evaluation, the Board has continued to operate effectively despite not meeting together physically since January 2020. Since that time, two new independent non-executive directors have joined the Board. Although there may be some changes to the way the Board operates in the future, the Board recognises the importance of remaining closely connected with the business and fellow directors, in order to lead by example and continue to promote and monitor the desired culture throughout the Group. The Board intends to focus on ways to further strengthen the culture and rebuild social capital to ensure that the strong culture of the Board is not impacted by the COVID-19 pandemic, and that it continues to operate as a high-performing collegiate team.	Two new Board members joined the Board in September 2020 and May 2021, when COVID-19 pandemic matters were elevated. Both have successfully onboarded, including a phase of rigorous induction. Board meetings in FY22 were split between video participation and meetings in person. The Board evaluation noted the importance of meeting together in person as a team, and the Board will continue to make every effort to do this during the year to March 2023, depending on the status of the COVID-19 pandemic. Physical Board meetings took place this year in Dublin, Washington, DC and Costa Mesa, California with the potential for these meetings to be held in person considered in detail by the Chair, Chief Executive Officer and the Company Secretary, in the context of the COVID-19 pandemic. With each meeting, the aim remains to further strengthen the culture and rebuild social capital, and this was achieved through numerous meetings and networking events with regional management and team members, and business update presentations.
Environmental, Social and Governance (ESG)	The Group continues to progress a number of ambitious programmes of ESG-centred activities, which include considerations around climate change, gender and ethnicity, diversity, pay, monitoring of suppliers, reporting frameworks, and the positive role of the Group and data in society. The Board, through its oversight of the Group’s strategy and its responsibilities, will continue to evaluate how ESG issues affect key aspects of the business and what Experian’s ambitions and goals should be as a long-term sustainable business.	The Board has materially increased its oversight of ESG matters during the year. Board reporting was updated during the year to include an extended ESG section in the Chief Executive Officer’s report, to highlight the progress made in this area by the Group. The Board’s strategy presentations in January 2022 included materials on the Group’s ESG strategy, highlighting for the Board the significant progress on ESG performance, commitments, communication and disclosure. A dedicated ESG strategy review presentation was made to the Board at its March 2022 meeting, by the newly appointed Chief Sustainability Officer. Highlights noted included finalisation of data privacy principles, and the Board reviewed and approved the development and implementation of supporting metrics and targets. The Group now has a formal ESG Steering Committee, chaired by Lloyd Pitchford, the Group’s Chief Financial Officer. It is charged with development of Experian’s ESG strategy, integrated metrics and targets frameworks, and oversees the ESG programme, through various individual workstreams, each of which is sponsored by a member of the Group Operating Committee.

FY23 focus areas agreed in the FY22 review

Area	Focus
Board and management succession	A key focus area for the Nomination and Corporate Governance Committee in FY22 was executive, and Board Senior Independent Director (SID) and Committee Chair, succession. During FY23, Kerry Williams will transition out of his role as Chief Operating Officer (COO), and retire from the Board at the Annual General Meeting in July 2022. Craig Boundy will succeed Kerry as COO, and be appointed to the Board on Kerry’s retirement. In addition, Alison Brittain will become SID and Remuneration Committee Chair, and Jonathan Howell will be appointed as Audit Committee Chair. Given the importance of these roles, the Board and Nomination and Corporate Governance Committee will closely oversee and monitor the appointments and transitions, and will also provide input on Group Operating Committee roles, including areas for development.
Regulation	The Board and Audit Committee receive regular legal, regulatory and compliance updates, including the activities of key regulators such as the UK Financial Conduct Authority and the US Consumer Financial Protection Bureau. These updates are provided by the Group’s General Counsel, and the Board and Audit Committee have noted a recent potential increase in regulatory activity globally. Below Board level, these matters are kept under ongoing review throughout the business. The Board and Audit Committee will continue their close monitoring of the position, including latest developments, impacts on the business and progress with regulatory engagement.

Experian plc

Annual Report 2022