Experian 2012 Annual Report Download - page 78

76 Experian Annual Report 2012 Governance
Remuneration of non-executive directors
The Board’s policy on the remuneration of non-executive directors is that:
• fees should reflect individual responsibilities and membership of Board committees;
• remuneration should be in line with recognised best practice and be sufficient to attract, motivate and retain high calibre non-executives; and
• remuneration should be a combination of cash fees (paid quarterly) and Experian shares (see below) to help align the interests of non-
executive directors with those of shareholders.
Non-executive directors do not receive any benefits-in-kind with the exception of the Chairman who receives private healthcare and the use of a
company car.
The fees of the non-executive directors were reviewed with effect from 1 October 2011, taking into account market practice in FTSE 100
companies, anticipated number of days worked, tasks and responsibilities. The current fees are shown in the table below and these will next be
reviewed in October 2013.
The Chairman’s fee was reviewed by the Committee in early 2012 and increased by £25,000 to £375,000 with effect from 1 April 2012. This was
the first fee review since April 2010 and the next review will be in April 2014.
Experian requires its non-executive directors to build up a holding in the Company’s shares equal to their annual fee. One quarter of their
net annual fee is used to purchase Experian shares each year until they reach this holding and such shares are included in the table entitled
‘Directors’ interests’. Any tax liability arising from these arrangements is the responsibility of the individual director. Non-executive directors do
not participate in any Experian share plans.
Non-executive directors do not have service contracts but each has a letter of appointment with no provision for any termination payment. Each
appointment is for a renewable three-year term, subject to election/re-election by shareholders, but may be terminated by either party on one
month’s written notice (six months’ notice in the case of the Chairman).
Report on directors’ remuneration continued
Non-executive directors’ fees
from 1 October 2009
Non-executive directors’ fees
from 1 October 2011
Base fee €120,000 €125,000
Plus additional fees for:
Senior Independent Director (to 15 September 2010) €22,000 -
Deputy Chairman/Senior Independent Director(1) (from 15 September 2010) -€80,000
Chairman of Audit Committee(2) €35,000 €35,000
Chairman of Remuneration Committee(2) €27,000 €27,000
Notes
1. Sir Alan Rudge, Senior Independent Director, was appointed Deputy Chairman with effect from 15 September 2010. As the level of his additional fee for the role
was reviewed then, no further review was made in October 2011.
2. Fees for the Committee Chairmen were considered to remain competitive and were therefore unchanged in October 2011.
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