Experian 2009 Annual Report Download - page 54

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52 Experian Annual Report 2009
The principal board committees also
undertook an evaluation exercise
which was similar in structure to the
board evaluation. The feedback from
those evaluations was discussed at the
respective meetings of the principal
committees.
The performance of the Chairman was
also reviewed and took into account the
views of both the executive and non-
executive directors. The Chairman’s
evaluation was managed by the Senior
Independent Director who provided
feedback to the Chairman. As part of
the Chairman’s evaluation, the non-
executive directors met separately
under the chairmanship of the Senior
Independent Director.
The executive directors were evaluated
in respect of their duties through
a separate process whereby the
Chairman assessed all of the directors,
having obtained feedback from the
other directors.
Following the reviews, the directors
have concluded that the board and
its committees operate effectively.
Additionally, the Chairman has
concluded that each director
contributes effectively and
demonstrates full commitment to
his/her duties.
Information ow
Directors are fully briefed in advance
of board and committee meetings
on all matters to be discussed. The
Chairman, with the assistance of the
Company Secretary, ensures that
directors are supplied in a timely
manner with information in a form
and of a quality to ensure they are
fully briefed and to enable the board
to discharge its duties effectively.
Additional information is also provided
to directors on a monthly basis.
Board and committee
effectiveness
The effectiveness of the board and
its committees is vital to the success
of the Group and the Company
undertakes an evaluation each year
in order to assess how well the board,
its committees, the directors and the
Chairman are performing.
Following the independent review last
year, this year’s board and committee
reviews were conducted ‘in-house’
and were led by the Chairman with the
support of the Company Secretary.
All directors completed an online
questionnaire evaluating board
processes, effectiveness and where
improvements may be considered.
The questionnaire contained a range
of questions and included free text
boxes for additional comments. A
report on the ndings was presented
to the board and the board and the
nomination committee discussed the
feedback received which included
suggestions relating to board
composition and induction and
training. Positive comments were made
around the progress that the board
has made since the Company’s listing
in October 2006, the effectiveness of
the board and the relationship that
exists between the board and senior
management.
In January and March 2009, the
Chairman and the non-executive
directors met as a group without the
executive directors present. At the
end of the January 2009 meeting, the
Chairman withdrew so that, under the
leadership of the Senior Independent
Director, the non-executive directors
had the opportunity to discuss any
appropriate issues and appraise the
Chairman’s performance, taking
account of the views expressed by
the executive directors. Going forward,
the Chairman and the non-executive
directors intend to normally meet as a
group without the executive directors
present at the end of each scheduled
board meeting.
Independence
The Combined Code requires that
at least half the board, excluding
the Chairman, should comprise
independent non-executive directors
as determined by the board. It is the
board’s view that an independent
non-executive director needs to be
able to present an objective, rigorous
and constructive challenge to
management, drawing on his/her wider
experiences to question assumptions
and viewpoints. To be effective, an
independent director needs to acquire
a sound understanding of the industry
and the Group so as to be able to
evaluate properly the information
provided. Having considered the
matter carefully, the board is of the
opinion that all of the current non-
executive directors are independent
and free from any relationship or
circumstances that could affect, or
appear to affect, their independent
judgement. Accordingly, over half of the
directors, excluding the Chairman, are
considered independent non-executive
directors.
Re-election
Each of the directors being proposed
for re-election at the 2009 annual
general meeting has been subject to a
performance evaluation during the year
ended 31 March 2009.
Governance
Corporate governance statement continued