Experian 2012 Annual Report Download - page 58

56 Experian Annual Report 2012 Governance
Corporate governance statement continued
The Company announced in July 2009 that Sir
John Peace had notified it of his intention to
step down as Chairman of Experian, and that
he would remain in this role until a suitable
successor has been appointed. Following
this announcement, the Nomination
and Corporate Governance Committee
commenced the search for a suitable
replacement; however, no suitable candidates
were identified and the search process
ceased. Since then, Sir John has continued
to fulfil his role as Chairman of Experian
very effectively and a number of institutional
shareholders have provided positive feedback
on this as part of usual engagement.
The Board considered what might happen
if an event occurred on any of his boards
that required more of Sir John’s time. In the
event that such a scenario should arise, the
Board has appointed Sir Alan Rudge as
Deputy Chairman, with a clear division of
responsibilities defined between him and
Sir John. In addition, the role of Chairman of
the Nomination and Corporate Governance
Committee was relinquished from Sir John to
Sir Alan in 2010. The situation is regularly kept
under review.
Appointment of non-executive
directors
Non-executive directors are initially appointed
for a term of three years which may, subject
to satisfactory performance and election/re-
election by the shareholders, be extended by
mutual agreement. Non-executive directors
normally serve a maximum of three, three-
year, terms (i.e. nine years). This does not
include time served as a director of the former
GUS plc, because the Board considers the
two companies to be wholly separate, with
less than nine years concurrency between the
executive directors of Experian plc and any of
the non-executive directors.
Meetings of non-executive directors
In addition to their attendance at Board and
committee meetings, the non-executive
directors normally meet as a group without
the executive directors present at the end of
each scheduled Board meeting. The non-
executive directors also meet at least once a
year without the Chairman present, and did so
once during the year.
Responsibilities
Chairman CEO
The effective running of the Board, and
ensuring that the Board as a whole
plays a full and constructive part in the
development and determination of the
Group’s strategy and overall commercial
objectives.
The running of the Group’s business, and
developing the Group’s strategy and overall
commercial objectives.
Promoting the highest standards of
integrity, probity and corporate governance
throughout the Group and particularly at
Board level.
With the executive team, implementing the
decisions of the Board, its committees and
the principal subsidiaries.
Ensuring that the Board receives accurate,
timely and clear information on the Group’s
performance and issues, challenges and
opportunities facing the Group.
Ensuring that a dialogue is maintained
with the Chairman on the important and
strategic issues facing the Group and that
the Chairman is alerted to forthcoming
complex, contentious or sensitive issues.
Ensuring effective communication with
the Company’s shareholders, including
by the CEO, the CFO and other executive
management, and ensuring that members
of the Board develop an understanding of the
views of the major investors in the Company.
Leading the communication programme
with shareholders.
Chairman and Chief Executive Officer (‘CEO’)
There is a clear separation of the roles of the Chairman and the CEO which is set down in writing.
An extract from the written statement evidencing this separation is given below.
Length of tenure of directors
at 31 March 2012*
Balance of executive and independent
non-executive directors at 31 March 2012
0 - 5 years
Over 5 years
Chairman
Executive
Independent
non-executive
* Company listed in October 2006
Board time usage for the year for
the year ended 31 March 2012
Operational
and financial
performance
Strategy
Corporate
development
Governance
and risk
Investor
relations
Other