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The Board currently comprises the Chairman, three executive directors and seven independent non-executive directors, including the Deputy Chairman George Rose.
You will find biographical details of all the current directors, including details of their skills and experience, in our 2021 Annual Report.
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. In January 2021, senior management presented the proposed strategic plan to the Board, which had been developed to deliver strong financial performance and build on Experian’s competitive advantages, with fundamental components around building relationships with consumers, maximising adjacent opportunities, building a high performing and inclusive culture and achieving operational excellence.
This year’s presentations included regional and business line updates (Health, Consumer Information Services, Consumer Services and Decision Analytics). The Board also discussed with management plans to scale regions outside the Group’s largest (North America, Latin America and UK and Ireland), and technology activity to support Experian’s growth ambitions. The Board observed, in particular, the continued increase in strategic options for the Group, the opportunities for the Health business, the plan for margin growth in smaller regions and the skillsets and culture required to continue to drive the business forward.
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. This year, the Board noted that the backdrop for the FY22 budget remained uncertain, with COVID-19 and the related health and economic crises continuing to disrupt global markets.
The Board continually monitors management and financial performance against the Group’s objectives. To enable it to do this the Board receives updates, at and between every scheduled Board meeting, on operational and financial matters as well as any major initiatives underway. During FY21, due to COVID-19, the Board received an increased number of ‘between meeting’ updates this year, to allow for appropriate oversight and monitoring. For example, as well as the usual monthly Board Finance Report, the Chief Executive Officer provided additional updates to the Board on latest financial performance, forecasts and trends, and certain other operational matters.
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 72 of the 2021 Annual Report.
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 93 of the 2021 Annual Report.
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 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 and disposals.
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.
A copy of the Schedule of Matters Reserved to the Board can be found here.
Chairman and Chief Executive Officer
There is a clear division of responsibilities between the Chairman and the Chief Executive Officer. The Chairman 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 Chairman, George Rose, is also the Senior Independent Director. He is responsible for providing support and guidance to the Chairman 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 Chairman, 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 2021, 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 2021 Annual Report.
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