Experian 2012 Annual Report Download - page 85

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Governance Financial statementsBusiness reviewBusiness overview
The directors present their report and
the audited financial statements for the
year ended 31 March 2012. The corporate
governance statement forms part of this
report.
Principal activities and business
review
Experian provides data and analytical tools
to organisations in North America, Latin
America, UK and Ireland, EMEA and Asia
Pacific. Clients use these to manage credit
risk, prevent fraud, target marketing offers
and automate decision-making. Experian
also helps individuals to manage their
credit relationships and protect against
identity theft. Activities in the regions in
which Experian operates are grouped into
four global business lines: Credit Services,
Decision Analytics, Marketing Services
and Interactive.
The business overview and business
review sections are incorporated into
this directors’ report by reference. They
contain details of the development and
performance of the Group’s businesses
during the year, an indication of the key
performance indicators and information
regarding principal risks and uncertainties,
together with information equivalent to
that required for a business review.
Research and development
Research and development plays a key role
in supporting Experian’s activities. Details
of such activities are given in the business
review section.
Results and dividends
The Group income statement shows a profit
for the financial year ended 31 March 2012
of US$718m (2011: US$623m). The directors
have announced the payment of a second
interim dividend in lieu of a final dividend of
21.75 US cents per ordinary share
(2011: 19 US cents) to be paid on 20 July
2012 to shareholders on the register of
members on 22 June 2012. An interim
dividend of 10.25 US cents per ordinary
share was paid on 27 January 2012 giving
a total dividend for the year of 32 US cents
per ordinary share (2011: 28 US cents).
Directors
The names and biographical details of the
directors are shown in the biographies
section of the annual report. Paul Brooks
served as a director of the Company until his
death on 6 January 2012. Brian Cassin was
appointed as a director of the Company on
30 April 2012. Deirdre Mahlan and George
Rose have been appointed as directors of the
Company with effect from 1 September 2012.
Particulars of directors’ remuneration,
service contracts and interests in the
ordinary shares of the Company are shown
in the report on directors’ remuneration.
There have been no changes in the directors’
interests in such ordinary shares between
the end of the financial year and 9 May 2012.
In accordance with the UK Corporate
Governance Code, all directors will retire
at the annual general meeting in July 2012
and, being eligible, will offer themselves
for election/re-election. An evaluation of
Board performance and the performance of
individual directors, as well as an evaluation
of the performance of the principal Board
committees, was carried out during the
year ended 31 March 2012 and the Board
is satisfied that all directors contribute
effectively and demonstrate commitment
to their roles. Further details regarding the
evaluation process are contained in the
corporate governance statement.
Insurance and third party
indemnification
During the year and up to the date of
approval of this annual report, the Company
maintained liability insurance and third party
indemnification provisions for its directors.
Acquisitions
Information in respect of acquisitions made
during the year is contained in the business
review and in note 41 to the Group financial
statements.
Post balance sheet events
Details of events occurring after the end of
the reporting period are contained in note 47
to the Group financial statements.
Share capital
Details of the authorised and issued share
capital of the Company and changes to the
Company’s share capital during the year
ended 31 March 2012 are set out in note N
to the parent company financial statements.
The rights and obligations attaching to the
ordinary and deferred shares are also set
out in note N and the articles of association
of the Company, a copy of which can be
obtained from the Experian website which is
www.experianplc.com.
Substantial shareholdings
Substantial shareholders are required to
notify their interests in accordance with the
Company’s articles of association, which
obliges shareholders to comply with the
notification obligations to the Company
contained in the UK Disclosure and
Transparency Rules. As at 9 May 2012,
the Company had been notified of the
interests below in its issued ordinary share
capital or voting rights. No notifications have
been received by the Company between
31 March 2012 and the date of approval of
this annual report.
Directors’ report
Substantial shareholdings
Date of notification Shareholder
Direct/indirect
interest
Number of ordinary
shares/voting rights
Percentage of issued
share capital/voting rights
14 October 2009 Legal & General Group plc Direct 40,756,800 3.97%
15 February 2011 Artisan Partners Limited Partnership Indirect 50,901,871 4.98%
25 October 2011 BlackRock, Inc. Indirect 55,911,695 5.57%