Experian 2013 Annual Report Download - page 67
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Please find page 67 of the 2013 Experian annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.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 Chief Executive
Officer or the Chief Financial Officer,
or where such contact is inappropriate.
Non-executive directors
Appointment
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.
Independence
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.
Chairman and Chief Executive Officer
There is a clear separation of the roles
of the Chairman and the Chief Executive
Officer which is set down in writing.
An extract from the written statement
evidencing this separation is given below.
The Company announced in May 2013
that Sir John Peace had notified it of
his intention to step down as Chairman
and as a director of the Company by
the 2014 annual general meeting, to
be held in July 2014. The Nomination
and Corporate Governance Committee
will oversee the process of appointing
a successor to Sir John and a further
announcement will be made once the
appointment process concludes.
It was confirmed in the 2012 Board
evaluation that Sir John continues to fulfil
his role as Chairman of Experian very
effectively and, in the past, institutional
shareholders have provided positive
feedback on Sir John’s chairmanship.
In September 2010, the Board 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 at that time.
Chairman and Chief Executive Officer
Chairman’s Chief Executive Officer’s
responsibilities include: responsibilities include:
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 Chief Executive
Officer, the Chief Financial Officer
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.
Business overview Business review Governance Financial statements
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