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The Board currently comprises the Chair, three executive directors and seven independent non-executive directors, including the Deputy Chair George Rose.
You will find biographical details of all the current directors, including details of their skills and experience, in our 2022 Annual Report.
On 19 January 2022, Experian’s Board announced the appointment of Craig Boundy as Chief Operating Officer and Jennifer Schulz as CEO, North America, both from 1 April 2022. We also announced that Kerry Williams would retire from our Board at the conclusion of the Annual General Meeting on 21 July 2022 and that Craig would be appointed to our Board at that time. Two of our independent non-executive Directors, Deirdre Mahlan and George Rose, will also retire from our Board at the conclusion of the Annual General Meeting on 21 July 2022, having completed nine years’ service on the Experian Board.
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. The Board sets the Group's strategy and in January 2022, reviewed the proposed strategic plan presented by senior management. The plan had been developed to deliver strong financial performance and continue the focus on driving financial access and inclusion for millions of people globally. The plan outlined the hight ambition for the Group, and fundamental components of the strategy around continuing to enhance the breadth, depth and quality of Experian’s datasets, development of superior data, analytics and decisioning capabilities, building direct relationships with consumers and achieving operational excellence.
The Board also believes that a strong Environmental, Social and Governance (‘ESG’) commitment aligned with our purpose is extremely important and also provides a competitive advantage. Many enhancements to our ESG programme, communications and disclosures were made over the past two years and we plan to further advance our programme with commitments that play to Experian’s strengths and consumer mission, developing additional metrics and messaging to further unite our ESG activities across the Group and assure our recognition for the central part we play in financial inclusion. This year, it was pleasing that the strategy presentations could take place face-to-face with senior leaders from across the Experian business. The presentations and discussions were held over two days at our operational headquarters in Costa Mesa, California and allowed the Board to review, debate and critically assess the proposed strategy with management before considering it for approval. Board members were provided with pre-reading material and focused presentations.
This year’s presentations included various regional and business strategic updates. The Board discussed the continued increase in strategic options for the Group, with regional updates that covered the ongoing amalgamation of the EMEA and Asia Pacific regions and the desired future state, how we expect to seize future opportunities in certain rapidly-changing markets and how the business transformation in the UK and Ireland region was progressing. The business strategic updates included the opportunity and growth potential in the Consumer Services area, and the opportunities to continue to grow the Automotive business and further drive innovation in the Consumer Information Services business. The Board also monitors strategy and major initiatives throughout the year.
The budget discussions in March are focused on ensuring that we have the right resources to deliver the agreed strategy. 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, at every scheduled Board meeting, on operational and financial matters as well as any major initiatives underway. The Board also receives relevant ‘between meeting’ updates, to allow for appropriate oversight and monitoring. For example, as well as the usual Board Finance Report, the Chief Executive Officer provided additional updates to the Board on latest financial performance, forecasts and trends. The Board also conducts post-investment reviews on an agreed timeline, for any acquisitions it has previously approved.
You can read about the Board’s procedures to manage risk, oversee the internal control framework, and determine the nature and extent of the principal risks the Company is willing to take to achieve its strategic objectives, under Risk management and internal control systems review on page 123 of the Annual Report 2022.
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. This framework is illustrated in the Governance framework diagram on page 105 of the Annual Report 2022. 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 (and Environmental, Social and Governance) 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, disposals and investments.
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.
Chair and Chief Executive Officer
There is a clear division of responsibilities between the Chair and the Chief Executive Officer. The Chair 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 Chair, George Rose, is also the Senior Independent Director. He is responsible for providing support and guidance to the Chair 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 Chair, 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
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, the Company applied the principles and complied with all provisions of the UK Corporate Governance Code published in July 2018. Provision 38 – the Company is largely compliant with this provision. 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.
A detailed corporate governance report can be found in our Annual Report 2022.
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