Experian 2012 Annual Report Download - page 53

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Governance Financial statementsBusiness reviewBusiness overview
Experian Annual Report 2012 Governance
Governance:
Chairman’s introduction
context of an effective framework of controls
and, as Chairman, it is my principal role to
provide Board leadership that ensures Board
effectiveness. To do this, I strive to create
an open, energetic, productive and well-
informed Boardroom culture and encourage
our Board members to actively contribute,
challenge and bring their considerable skills
and experience to bear on Board discussions.
Our committee chairmen hold themselves to
the same high standards. You will read later
about the key skills and experience of the
Board members.
During the year, I led the annual evaluation
process of the Board. Following last year’s
external evaluation, this year’s process was
internally facilitated and no major issues
were identified. The evaluation did identify
areas of focus for the Board, namely talent/
succession management, familiarity with
the business and executive talent and
information technology and data security.
Last year, we reported to you that we had
complied with the new UK Corporate
Governance Code one year early, because
the changes it contained reflected things we
were already doing. This year, we are also
reporting early on the changes to the UK
Corporate Governance Code announced
by the UK Financial Reporting Council in
October 2011 relating to diversity, though
they are not effective until October 2012.
These changes are concerned with the
implementation of the recommendations on
diversity contained in the February 2011 report
in the UK by Lord Davies, ‘Women on Boards’.
The main change you will see is the
description in the governance statement of
our new Board policy on diversity, including
gender. When I spoke about diversity at our
2011 annual general meeting, I confirmed
that we always take account of diversity in
our recruitment, including when we consider
Board appointments, and will continue to do
so in the future.
Your Board is also fully aware of the need to
effectively manage risks - this topic rightly
comes up in many areas of the Board’s
remit. It is a regular theme of annual
Board evaluations, with Board members
acknowledging the importance of the Board
playing a leadership role in ensuring the
effectiveness of controls and the evaluation
of risk. The UK Corporate Governance
Code places a strong emphasis on risk
management, and that is consistent with
our approach, both in satisfying ourselves
that our risk management processes are
effective, and in improving our disclosures
so that investors and other stakeholders
can understand our principal risks and our
strategies to manage them.
You will have read in my Chairman’s
statement about the various changes to our
Board composition. I have no doubt that
the new appointments will add further to
the calibre and expertise of our Board, and I
welcome Brian, Deirdre and George.
Experian has performed well in recent
years, but there can be no room for
complacency. Developing and implementing
a clear strategy, within an appropriate risk
framework, has worked well for us during
recent challenging times. As a Board, we will
continue to ensure that good governance is
in place to support the business and to return
enhanced value to our shareholders.
Our recent success has been underpinned by
the clear strategy described at the start of the
annual report. We believe we have the right
governance framework in place to support
that strategy, and to run the business in a
manner which is responsible and consistent
with our desire to conduct ourselves honestly,
transparently and responsibly.
Our well-embedded governance structures
help us to make what we believe to be the
right decisions to ensure the continued
long-term success of the business. We see
this as a good way to think about governance,
rather than simply as a compliance exercise
for the Board, its committees and the
management team. I believe that when good
governance becomes second nature and is
well managed, the Board can focus on the
Group’s strategy and on delivering, creating
and monitoring a performance culture that
drives long-term value creation without
exposing the Company to excessive risk
of value destruction.
There has been much focus on governance
in recent times but, for us, it has always
been important to how we operate and will
continue to be. Your Board takes governance
issues seriously and debates them at the
highest levels.
The UK Corporate Governance Code, under
which we report on governance, tasks the
Board with providing the entrepreneurial
leadership necessary to promote the
long-term success of the Company. This
leadership must be provided within the
Sir John Peace
Chairman
At Experian, we are committed to sustaining the results achieved in
recent years.