Experian 2009 Annual Report Download - page 53

51Experian Annual Report 2009
Introduction 2 – 7
Governance Corporate governance statement Financial statements
73 – 148
Business review 8 – 43 Business review 8 – 43
Each director is required to have been
elected by shareholders at the annual
general meeting following his/her
appointment by the board. Additionally,
each director must be re-elected
at least once every three years. The
board’s policy is to appoint and retain
non-executive directors who can apply
their wider knowledge and experiences
to their understanding of the Group.
Experian’s non-executive directors
are experienced and inuential
individuals from a range of industries
and countries and, together, they bring
an objective viewpoint and range of
experience to the Company which
ensures that no individual or group
of individuals is able to dominate the
board’s decision-making. In addition to
their strengths of experience, diversity
and an international perspective, the
board also seeks to comply with the
requirements of the Combined Code
on the independence of non-executive
directors.
The Chairman and the
Chief Executive Ofcer
The respective roles of the Chairman
and Chief Executive Ofcer are clearly
established, set out in writing and
agreed by the board. The Chairman’s
priority is the management of the
board and the Chief Executive
Ofcer’s primary role is the running
of the Company’s businesses and the
development and implementation of
strategy. The Chairman’s commitment
to the Company is two to three days
per week and his main interests
outside the Company are set out in
his biographical details. The board
believes that the Chairman continues
to be able to carry out his duties and
responsibilities effectively for the
Company.
Senior Independent Director
Under the Combined Code the board
appoints one of the non-executive
directors to act as senior independent
director. The main responsibility of
the Senior Independent Director
is to be available to shareholders
should they have concerns that they
have been unable to resolve through
normal channels, or when such
channels would be inappropriate.
The Senior Independent Director
is also responsible for leading the
board’s discussion on the Chairman’s
performance and the appointment of
a new chairman, when appropriate.
Sir Alan Rudge served as Senior
Independent Director throughout the
year ended 31 March 2009.
Company Secretary
All directors have access to the
advice and services of the Company
Secretary, whose appointment and
removal may be effected only with
board approval. He is responsible
for ensuring board procedures are
followed and for advising the board,
through the Chairman, on governance
matters.
Board meetings and
directors’ attendance
The Company requires all directors
to devote sufcient time to the work
of the board and, wherever possible,
to attend the meetings of the board
and the committees on which they
serve. In addition to the annual general
meeting (which all directors attended),
the board had six scheduled and one
ad-hoc meeting during the year ended
31 March 2009. For each scheduled
board meeting, the directors meet over
either a two or three day period and
board committee meetings are also
held during the time they are together.
Structuring the board and committee
meetings in this way enhances the
effectiveness of the board and its
committees; for details of board
and committee meetings and their
attendance by board members please
see the table below.
Nomination Remuneration Audit
Board*+ committee* committee* committee*
John Peace 7/7 2/2 n/a n/a
Don Robert 7/7 2/2 n/a n/a
Paul Brooks 7/7 n/a n/a n/a
Fabiola Arredondo 5/7 1/2 3/4 3/4
Laurence Danon 7/7 2/2 3/4 3/4
Roger Davis 6/7 2/2 4/4 4/4
Sean FitzPatrick** 5/5 n/a 2/2 3/3
Alan Jebson 7/7 2/2 4/4 4/4
Sir Alan Rudge 6/7 2/2 4/4 4/4
David Tyler 7/7 2/2 4/4 4/4
* References throughout this corporate governance statement (including the above table) to board and board committee meetings held during the year under
review do not include meetings held in April 2008, which were rescheduled from March 2008 due to the timing of Easter in 2008.
+ There were six scheduled meetings and one ad-hoc meeting held during the year under review.
** Sean FitzPatrick resigned as a director on 18 December 2008.
Chris Callero was appointed as a director on 1 April 2009.
Attendance by individual directors at meetings of the board and its committees