Experian 2009 Annual Report Download - page 57

55Experian Annual Report 2009
Introduction 2 – 7
Governance Corporate governance statement Financial statements
73 – 148
Business review 8 – 43 Business review 8 – 43
To review and recommend to the board
the design of the Group’s short and
long-term incentives.
To oversee the Group’s executive
pension arrangements.
Governance
The remuneration committee was in
place throughout the year ended 31
March 2009. The committee is chaired
by Roger Davis and all of its members
are considered independent non-
executive directors in accordance
with provision B.2.1 of the Combined
Code. The Company’s Chairman
and Chief Executive Ofcer attend
committee meetings by invitation. They
do not attend when their individual
remuneration is discussed and no
director is involved in deciding his own
remuneration. Other regular attendees
include the Group Human Resources
Director and the Global Head of
Reward. All members of the committee
were provided with an induction in
the role of the committee and the
operation of its terms of reference on
rst appointment.
Activities
At its meetings during the year, the
activities of the committee included
the review and approval of a number
of proposed changes to the structure
of the Company’s long-term incentive
plans, a review of the Chairman’s fee,
salary reviews of the Chief Executive
Ofcer, the Chief Financial Ofcer, the
President and Chief Operating Ofcer
and a number of senior executives, a
review of pension matters, initiation
of the invitation to employees to
participate in the 2008 sharesave
scheme and a review of its own
performance and terms of reference.
The report on directors’ remuneration
sets out the way in which the Company
has applied corporate governance
principles to directors’ remuneration.
Governance
The audit committee was in place
throughout the year ended 31 March
2009. The committee is chaired by
Alan Jebson and all of its members
are considered independent non-
executive directors in accordance
with provision C.3.1 of the Combined
Code. The Chairman and the executive
directors attend committee meetings
by invitation. Other regular attendees
include the Global Executive Vice
President Legal and Regulatory Risk,
the Head of Global Internal Audit and
the external auditors. At each meeting,
the committee meets with the external
auditors and internal audit executives
without management present.
The board is satised that at least
one member of the audit committee
has recent and relevant nancial
experience and is condent that the
collective international business
experience of the committee members
enables them to act as an effective
committee. The committee has access
to the nancial expertise of the Group
and its auditors and the chairman
of the audit committee is in regular
contact with key members of senior
management.
Activities
The activities of the audit committee
during the year ended 31 March 2009
included the following:
Financial reports: The committee
reviewed all nancial reports before
recommending their publication to the
board.
Internal controls and risk
management:
During the year, the
committee reviewed a variety of
reports on risk, including Material Risk
Reports, Material Litigation Reports
and Information Security Reports.
External auditors: The lead audit
partner from PricewaterhouseCoopers
LLP attends all meetings of
the audit committee. Other
PricewaterhouseCoopers staff are
invited to attend meetings where their
particular expertise can be utilised.
The performance of the external
Audit committee report
Alan Jebson, chairman of audit committee
Members
The audit committee comprised the
following non-executive directors
during the year:
Alan Jebson (Chairman)
Fabiola Arredondo
Laurence Danon
Roger Davis
Sean FitzPatrick (resigned on 18
December 2008)
Sir Alan Rudge
David Tyler
Meetings
The committee met four times during
the year ended 31 March 2009, with
meetings held to coincide with key
dates within the nancial reporting and
audit cycle.
Primary roles
To monitor the integrity of the nancial
statements.
To review the effectiveness of the
system of internal control including the
risk management systems.
To review the effectiveness of the audit
process and the independence and
objectivity of the external auditors.
To monitor and review the effectiveness
of the internal audit function.
To develop and implement policy on
non-audit services to be provided by
the external auditors.
To approve the remuneration and terms
of engagement of the external auditors
and make recommendations in relation
to their re-appointment.