Experian 2012 Annual Report Download - page 59

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Governance Financial statementsBusiness reviewBusiness overview
The Board and committee meeting attendance record of each director is shown in the table.
In addition to formal meetings, the Board received presentations on strategy from senior
management.
Attendance at Board and principal committee meetings
Senior Independent Director
The Senior Independent Director is the
Deputy Chairman, Sir Alan Rudge. In this
role, Sir Alan is available to meet shareholders
who have concerns that cannot be resolved
through discussion with the Chairman, the
CEO or the CFO, or where such contact is
inappropriate.
Independence of non-executive
directors
The Board considers each of the current
non-executive directors to be independent in
character and judgment and also that there
are no relationships or circumstances which
are likely to affect (or could appear to affect)
each director’s judgment.
Board meetings
The Board meets regularly during the year
and on an ad-hoc basis as required. For each
scheduled meeting, the directors normally
meet over a two or three day period and Board
committee meetings are also held during the
time the directors are together. Structuring the
Board and committee meetings in this way
enhances the effectiveness of the Board and
its committees. At least one overseas Board
meeting is held each year, which provides
management across the Group with the
opportunity to present to the Board and meet
the directors informally.
Board evaluation
A comprehensive evaluation of the
performance of the Board, its committees
and each of the directors is carried out
every year. For 2011, the internal evaluation
process was led by the Chairman and
supported by the Company Secretary. Using
online evaluation software, the views of all
directors were canvassed in respect of the
performance of the Board and, separately, its
committees. Among other things, the Board
evaluation considered the following areas:
•providing direction to management and
demonstrating ethical leadership;
•assessing the line of sight to the business
for decision-making;
•contribution to the development and
testing of the Group’s strategy;
•top operational issues facing the Group
over the next three to five years;
Board visits
In July 2011, the Board visited the Techlightenment and QAS businesses, and
received business reviews, presentations on the UK and Ireland digital strategy
and product demonstrations. In March 2012, an overseas Board meeting was held
in São Paulo, Brazil. The Board learnt more about the Latin American market,
the financial position, prospects and risk management issues in the region,
and sales and marketing strategy. On the same visit, the Board also met with
senior management from the recently acquired Computec, giving them an early
opportunity to learn more about the business.
Board*
Nomination
and Corporate
Governance
Committee*
Remuneration
Committee*
Audit
Committee
Sir John Peace 6/6 (1) 3/3 (1) n/a n/a
Don Robert 6/6 (1) 3/3 (-) n/a n/a
Paul Brooks 4/4 (1) n/a n/a n/a
Chris Callero 6/6 (1) n/a n/a n/a
Fabiola Arredondo 6/6 (1) 3/3 (-) 4/4 (1) 4/4
Roger Davis 6/6 (2) 3/3 (1) 4/4 (2) 4/4
Alan Jebson 6/6 (2) 3/3 (1) 4/4 (1) 4/4
Sir Alan Rudge 6/6 (-) 3/3 (-) 4/4 (-) 4/4
Judith Sprieser 6/6 (2) 3/3 (1) 4/4 (1) n/a
David Tyler 6/6 (-) 3/3 (-) 4/4 (-) 4/4
Paul Walker 6/6 (1) 3/3 (1) 4/4 (1) 4/4
*Includes, in brackets, attendance at ad-hoc meetings held during the year – two Board meetings, one Nomination and
Corporate Governance Committee meeting and two Remuneration Committee meetings.
Brian Cassin was appointed to the Board on 30 April 2012 – accordingly, his meeting attendance is not reflected above.
Paul Brooks was a director until his death on 6 January 2012.