Experian 2012 Annual Report Download - page 64

62 Experian Annual Report 2012 Governance
Corporate governance statement continued
Nomination and Corporate
Governance Committee report
Sir Alan Rudge
Chairman
of Nomination
and Corporate
Governance
Committee
Current members
Sir Alan Rudge (Chairman)
Sir John Peace
Don Robert
Fabiola Arredondo
Roger Davis
Alan Jebson
Judith Sprieser
David Tyler
Paul Walker
Primary roles
To ensure that appropriate procedures are in
place for the nomination, selection, training
and evaluation of directors, and that adequate
succession plans are in place.
To review the Board structure, size,
composition and succession needs, at all times
keeping under consideration the balance of
membership and the required balance of skills,
experience, independence and knowledge of
the Board.
To identify and nominate, for the Board’s
approval, suitable candidates to fill vacancies
for non-executive and, with the assistance
of the CEO, executive directors, such
appointments to be made on merit and against
objective criteria to ensure that the Board
maintains its balance of skills, experience,
independence and knowledge.
To review legislative, regulatory and
corporate governance developments
and make appropriate recommendations
to the Board, and ensure that the standards
and disclosures recommended by the UK
Corporate Governance Code are observed.
Governance
The Committee was in place throughout
the year ended 31 March 2012 and met
four times, including one ad-hoc meeting.
Seven members of the Committee are
considered by the Board to be independent
non-executive directors in accordance
with provision B.2.1 of the UK Corporate
Governance Code. The Group Human
Resources Director and members of the
Global Talent team attend certain meetings
by invitation.
Activities
At its meetings during the year, the Committee:
approved the process for the 2011 Board
evaluation; received an ‘AGM Issues’ briefing
from the Company Secretary; recommended
to the Board that all directors retire at the 2012
annual general meeting, and reviewed its
performance and terms of reference.
The Committee also discussed the overall
structure, size and composition of the
Board. The discussions included the
desirable attributes of any proposed new
non-executive director taking into account,
among other things, diversity, including
gender diversity.
In addition, the Committee reviewed
progress with the talent agenda, received
an insight into the impact of the talent
framework and identified future actions
on talent. The succession plans for the
Chairman, CEO, non-executive directors and
senior management were also reviewed.
This planning ensures that appropriate
leadership resources are in place to achieve
Experian’s strategic objectives and includes
strong development programmes and cross-
regional development role changes.
The Committee also agreed the statement on
diversity made by the Chairman at the 2011
annual general meeting and, in March 2012,
as part of the early adoption by the Company
of proposed changes to the UK Corporate
Governance Code, approved the new Board
diversity policy. The policy can be summarised
as follows: We respect, value and welcome
diversity, including gender diversity, and seek
to reflect the diversity of our client, investor and
general employee base in our Board.
Board committee reports
The principal Board committees are the
Nomination and Corporate Governance
Committee, the Remuneration Committee
and the Audit Committee. The committees
operate within defined terms of reference
which cover the authority delegated to
them by the Board. The terms of reference
are available on the Experian website
at www.experianplc.com or from the
Company Secretary upon request.
The Company Secretary is secretary to
all three principal committees.
Throughout the year, the committee
chairmen provided the Board with a report
of the issues considered at committee
meetings and the minutes of Audit
Committee meetings were circulated
to the Board. Reports of the activities of each
of the principal Board committees follow.