Experian 2009 Annual Report Download - page 56

Download and view the complete annual report

Please find page 56 of the 2009 Experian annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 152

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152

54 Experian Annual Report 2009
In accordance with the articles of
association of the Company, directors
are subject to election at the rst
annual general meeting following their
appointment, and thereafter they must
seek re-election no more than three
years from the date they were last
elected or re-elected.
During the year, the committee
recommended to the board the
appointment of Chris Callero as an
executive director. The board approved
the recommendation and Mr Callero
was appointed as a director on 1 April
2009.
Remuneration committee report
Roger Davis, chairman of remuneration committee
Members
The remuneration committee
comprised the following non-executive
directors during the year:
Roger Davis (Chairman)
Fabiola Arredondo
Laurence Danon
Sean FitzPatrick (resigned on 18
December 2008)
Alan Jebson
Sir Alan Rudge
David Tyler
Meetings
The committee met four times during
the year ended 31 March 2009.
Primary roles
To recommend to the board Experian’s
senior management remuneration
policy and that of the Chairman.
To determine individual remuneration
packages for executive directors and
certain senior executives.
To communicate with shareholders on
remuneration policy.
to ensure that the board maintains
its balance of skills, knowledge and
experience.
Governance
The nomination committee was in place
throughout the year ended 31 March
2009. Six members of the committee are
considered independent non-executive
directors in accordance with provision
A.4.1 of the Combined Code.
The Group Human Resources Director
and the Global Talent Director attend
certain committee meetings by
invitation.
Activities
At its meetings during the year, the
committee discussed the structure,
size and composition of the board
and its committees (taking into
account views expressed in the board
and committee reviews during the
year), reviewed the time commitment
required from the non-executive
directors and reviewed its own
performance and terms of reference.
The committee also discussed
succession planning for the Chairman
and the Chief Executive Ofcer and
received a report on the Experian
Global Employee Survey which was
carried out in January 2009.
During the year, the committee was
actively engaged in orderly succession
planning for the senior management,
keeping resources under review, and
evaluating succession plans for all
senior positions, with a focus on
the quality of existing management
resource and its depth, bearing in mind
who is likely to come through to ll
positions in the next few years.
There is an established process used
to appoint new non-executive directors
of the Company which begins with
the nomination committee agreeing
the scope of the role and engaging a
specialist search company to identify
potential directors. The committee
reviews the short list submitted by
the search company and interviews
prospective candidates who are, if
thought suitable, recommended to the
board, which makes the appointment.
Nomination committee report
John Peace, chairman of nomination committee
Members
The nomination committee comprised
the following directors during the year:
John Peace (Chairman)*
Don Robert
Fabiola Arredondo
Laurence Danon
Roger Davis
Sean FitzPatrick (resigned on 18
December 2008)
Alan Jebson
Sir Alan Rudge
David Tyler
* except in respect of any matter concerning
succession to the chairmanship of the
Company when the Senior Independent Director
takes the chair.
Meetings
The committee met twice during the
year ended 31 March 2009.
Primary roles
To ensure that appropriate procedures
are in place for the nomination,
selection, training and evaluation of
directors.
To ensure that adequate succession
plans are in place.
To review the Company’s board
structure, size, composition and
succession needs, at all times keeping
under consideration the balance of
membership and the required balance
of skills, knowledge and experience of
the board.
To identify and nominate for the
board’s approval suitable candidates
to ll vacancies for non-executive
and, with the assistance of the Chief
Executive Ofcer, executive directors,
such appointments to be made on
merit and against objective criteria
Governance
Corporate governance statement continued