The directors present their report and the audited financial statements for the year ended 31 March 2022. The report has been prepared in line with the UK Companies Act 2006, and the Corporate governance report and the Shareholder and corporate information section form part of this Directors’ report. The Strategic report contains certain information equivalent to that required in a report of the directors.

Financial and operational information

Results and dividend

The Group income statement shows a profit for the year ended 31 March 2022 of US$1,167m (2021: US$802m). The directors have announced the payment of a second interim dividend, in lieu of a final dividend, of 35.75 US cents per ordinary share (2021: 32.5 US cents) to be paid on 22 July 2022 to shareholders on the register of members on 24 June 2022. A first interim dividend of 16.0 US cents per ordinary share was paid on 4 February 2022, giving a total dividend for the year of 51.75 US cents per ordinary share (2021: 47.0 US cents).

Innovation

Innovation, supported by our talented people, and by research and development, plays a key role in supporting Experian’s business performance. Details of such activities are given in the Strategic report.

Acquisitions and disposals

Information on acquisitions and a disposal made during the year is contained in note 41 and note 43 respectively to the Group financial statements.

Registered branch

The Company has a branch registered in Ireland under branch number 905565.

Post balance sheet events

Details of events occurring after the end of the reporting period are contained in note 47 to the Group financial statements.

Share capital

Details of the Company’s share capital and changes during the year ended 31 March 2022 are set out in note Q to the Company financial statements.

Financial risk management, objectives and policies

Descriptions of the use of financial instruments and Experian’s treasury and risk management objectives and policies are set out in the Financial review within the Strategic report, and also in note 7 to the Group financial statements.

Political donations

Experian did not make any political donations during the year ended 31 March 2022.

Going concern

Details of the adoption of the going concern basis in preparing the Group financial statements are set out in note 2 to the Group financial statements, and are incorporated into this report by reference. For details of the adoption of the going concern basis in preparing the Company financial statements, see note B.

Directors

Information on directors holding office in the year

The directors’ names, biographical details, and skills and experience are shown in the Board of directors section.

Particulars of directors’ remuneration, service contracts and interests in the Company’s ordinary shares are shown in the Report on directors’ remuneration. There were no changes in the directors’ interests (as at 31 March 2022) in the ordinary shares between the end of the financial year and 17 May 2022.

In line with the UK Corporate Governance Code, as at the date of this report, all directors (with the exception of Deirdre Mahlan and George Rose, who have completed nine years of tenure, and Kerry Williams, all of whom will retire from the Board with effect from the conclusion of the AGM on 21 July 2022), being eligible, will offer themselves for re-election at the 2022 AGM. An evaluation of the performance of the Board, its committees and individual directors was carried out during the financial year. The Board is satisfied that all directors seeking re-election contribute effectively and demonstrate commitment to their roles. The Corporate governance report contains further details of the evaluation process.

Insurance and third-party indemnification

During the year and up to the date of approval of this Annual Report, the Company maintained liability insurance and third-party indemnification provisions for its directors and officers.

Appointment and removal of directors

Both the Company, by ordinary resolution, and the directors, may elect any person to be a director. The number of directors shall not exceed the maximum number fixed by the Company’s articles of association. Any person appointed by the directors shall hold office only until the next AGM and shall then be eligible for election. The office of a director shall be vacated on the occurrence of any of the events listed in article 92 of the Company’s articles of association. The Company may, in accordance with its articles of association, remove any director from office and elect another person in their place.

Annual General Meeting

The Company’s 2022 AGM will be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland, at 9.30am on Thursday 21 July 2022. Shareholders who are unable to attend may submit questions beforehand via email to agmquestions@experianplc.com or on the pre-paid card sent with the notice of the meeting. The questions will be addressed at the meeting, via the Company’s website at www.experianplc.com or individually as appropriate. The notice of meeting has been circulated or made available to shareholders and can also be viewed on the Company’s website.

Share capital information

Rights and obligations

The rights and obligations attaching to the ordinary and deferred shares are set out in note Q to the Company financial statements and in the Company’s articles of association, a copy of which can be obtained from the Experian website, www.experianplc.com. The Company’s articles of association may be amended by passing a special resolution.

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ADR programme

The Company has a Level 1 American Depositary Receipt (ADR) programme in the USA, for which J.P. Morgan Chase Bank, N.A. acts as depositary. The ADRs are traded on the highest tier of the US over-the-counter market, OTCQX, with each ADR representing one Experian plc ordinary share. Further details are given in the Shareholder and corporate information section.

Substantial shareholdings

The Company’s articles of association oblige shareholders to comply with the notification obligations contained in the UK Disclosure Guidance and Transparency Rules sourcebook. As at 17 May 2022, the Company had not been notified of any interests in its issued ordinary share capital or voting rights in respect of the year.

Restrictions on transfers of shares and/or voting rights

The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights and, apart from the matters described below, there are no restrictions on the transfer of the Company’s ordinary shares and/or voting rights:

• Certain restrictions on transfers of shares may from time to time be imposed by, for example, share dealing regulations. In certain situations, directors and certain employees must seek the Company’s approval to deal in its shares.
• Some of Experian’s share-based employee incentive plans include restrictions on the transfer of shares, while the shares are subject to the plan concerned.
• As described in the Report on directors’ remuneration, non-executive directors must hold a proportion of their fees in shares, equal to their annual fee. These shares may not normally be transferred during their period of office.
• Where participants in a share-based employee incentive plan operated by Experian are the beneficial owners of the shares but not the registered owner, the voting rights are normally exercised by the registered owner at the direction of the participants.
• Shares carry no voting rights while they are held in treasury.
• The deferred shares in the Company carry no voting rights.
• Unless the directors determine otherwise, members are not entitled to vote personally or by proxy at a shareholders’ meeting, or to exercise any other member’s right in relation to shareholders’ meetings, in respect of any share for which any call or other sum payable to the Company remains unpaid.
• Unless the directors determine otherwise, members are not entitled to vote personally or by proxy at a shareholders’ meeting, or to exercise any other member’s right in relation to shareholders’ meetings, if the member fails to provide the Company with the required information concerning interests in those shares, within the prescribed period after being served with a notice under the Company’s articles of association.
• The Company’s articles of association state that, except for certain limited circumstances, if the number of shares in the Company beneficially owned by residents of the USA exceeds a defined permitted maximum and the directors give notice to the holder(s) of such shares, the shares do not give their holder(s) the right to receive notice of, attend or vote at the Company’s general meetings.

Details of deadlines for voting at the 2022 AGM are contained in the notice of meeting that has been circulated or made available to shareholders, and which can also be viewed at the Company’s website.

Purchase, cancellation and holdings of own shares

The existing authority for the Company to purchase its own shares was given at the AGM held on 21 July 2021. It permits the Company to purchase 92,324,440 of its own shares in the market.

On 19 May 2021, the Company announced its intention to repurchase shares, through a net US$150m share repurchase programme. During the year ended 31 March 2022, the Company purchased 2,705,315 of its own shares, at a cost of US$109m (with 1,941,740 shares purchased before the 2021 AGM). All shares purchased have been retained as treasury shares.

On 26 May 2021, the Company transferred 6,000,000 ordinary shares from treasury to Computershare Trustees (Jersey) Limited, the trustee of the Experian plc Employee Share Trust, for nil consideration, to be used to meet obligations under employee share plans.

On 7 June 2021, the Company transferred 546,914 ordinary shares from treasury to Computershare Investor Services plc and Computershare Trustees (Jersey) Limited, the administrator and trustee respectively of Experian’s share plans, for nil consideration, to be used to meet obligations under employee share plans.

As at the date of approval of this Annual Report, the Company holds 48,436,414 (2021: 52,278,013) of its own shares as treasury shares, and had an unexpired authority to purchase up to 92,324,440 of its own shares. Details of the new authority being requested at the 2022 AGM are contained in the circular to shareholders, which either accompanies this Annual Report or is available on the Company’s website at www.experianplc.com.

Details of the shares in the Company purchased by and held under The Experian plc Employee Share Trust and the Experian UK Approved All Employee Share Plan are set out in note R to the Company financial statements.

Significant agreements – change of control

The Group is party to a number of agreements that take effect, alter, terminate, or have the potential to do so, upon a change of control of the Company following a takeover bid. These agreements are as follows:

• The Group’s banking facilities contain provisions which, in the event of a change of control, could result in their renegotiation or withdrawal.
• The Group’s Euronotes allow holders to require repayment of the notes, if a rating agency re-rates the notes to below investment grade, following a change of control.
• All of Experian’s share-based employee incentive plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable, subject to satisfaction of any performance conditions at that time.
• The Group is party to a limited number of operational arrangements that can be terminated or altered upon a change of control of the Company, but these are not considered to be individually significant to the Group’s business as a whole. In certain cases, it is considered that their disclosure would be seriously prejudicial to the Company.

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Employment information

Employment of people with disabilities

People with disabilities have equal opportunities when applying for vacancies. In addition to complying with legislative requirements, the Group has procedures to ensure it treats disabled employees fairly and manages their training and career development needs carefully. The policies are considered to operate effectively. The Group supports employees who become disabled during the course of their employment, by offering re-training or re-deployment, to enable them to remain with the Group whenever possible.

Employee involvement

Experian is committed to employee involvement throughout the business. The Group is intent on motivating staff, keeping them informed on matters that concern them in the context of their employment, and involving them through local consultative procedures. Where there are recognition agreements with trade unions, the consultation process is established through national and local trade union representatives and through joint consultation committees.

Employees are kept well informed on matters of interest and the financial and economic factors affecting the Group’s performance. This is done through management channels, conferences, meetings, publications and intranet sites. More detail on employee engagement, together with information on corporate responsibility, diversity, succession planning and talent development, can be found in the Our sustainable business strategy section of the Strategic report.

Experian supports employee share ownership by providing, whenever possible, employee share plan arrangements that are intended to align employees’ interests with those of shareholders.

Auditor information

Relevant audit information

As at 17 May 2022, so far as each director is aware, there is no relevant information needed by the auditor in connection with preparing the audit report, of which the auditor is unaware, and all directors have taken all steps they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that the auditor is aware of it.

Independent auditor

The auditor, KPMG LLP, has indicated its willingness to continue in office and a resolution that it be re-appointed as the Company’s auditor will be proposed at the AGM.

Statement of directors’ responsibilities

The directors are responsible for:

• Preparing the Annual Report, the Group and Company financial statements in accordance with applicable law and regulations. The directors have decided to prepare voluntarily a directors’ remuneration report in accordance with Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 made under the UK Companies Act 2006, as if those requirements applied to the Company.
• Preparing financial statements which give a true and fair view of the state of affairs at the balance sheet date, and the profit or loss for the period then ended of (a) the Group (in accordance with IFRSs as adopted for use in the European Union and UK-adopted IFRS and IASB-IFRS), and (b) the Company (in accordance with UK Accounting Standards including FRS 101 ‘Reduced Disclosure Framework’).
• Keeping sufficient accounting records that disclose, with reasonable accuracy, at any time, the financial position of the Group and the Company and enable them to ensure the Group financial statements comply with applicable laws.
• Maintaining such internal control as they determine is necessary to enable the preparation of financial statements free from material misstatement, whether due to fraud or error, and have general responsibility for taking the steps reasonably open to them to safeguard the assets of the Group and the Company and to prevent and detect fraud and other irregularities.
• The maintenance and integrity of the statutory and audited information on the Company’s website. Jersey legislation and UK regulations governing the preparation and dissemination of financial statements may differ from requirements in other jurisdictions.

In addition, the directors consider that, in preparing the financial statements:

• suitable accounting policies have been selected and applied consistently;
• judgments and estimates made have been reasonable, relevant and reliable;
• the Group financial statements comply with IFRSs as adopted for use in the European Union and UK-adopted IFRS and IASB-IFRS;
• the Company financial statements comply with UK Accounting Standards including FRS 101 ‘Reduced Disclosure Framework’, subject to any material departures disclosed and explained in the financial statements;
• the Group’s and Company’s ability to continue as a going concern has been assessed and, as applicable, matters related to going concern have been disclosed; and
• it is appropriate that the Group and Company financial statements have been prepared on the going concern basis, unless it is intended to liquidate the Company or any Group company, or to cease operations or there is no realistic alternative to do so.

The directors also confirm that, to the best of their knowledge, the financial statements are prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and the Strategic report contains a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

In addition, each of the directors considers that the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

By order of the Board

 

 

Charles Brown
Company Secretary

17 May 2022