Experian 2013 Annual Report Download - page 70
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Please find page 70 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.•Recommended to the Board a set of
internal Board operating principles.
•Received updates on changes to the
UK Corporate Governance Code.
•Received an update on the global
talent management programme and
succession planning at the executive
level, comprising a progress review
of the talent, leadership and culture
agenda, an insight on the impact this
agenda has had on employees by
reference to key metrics and videos,
and future plans to build on the
success to date of the agenda.
As recommended by the UK Corporate
Governance Code, the Board’s diversity
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. To this end, we recruit
talented and diverse Board members
who have the appropriate mix of skills,
capabilities and market knowledge
to ensure Board effectiveness. When
recruiting, we look across all sectors
and non-traditional talent pools and
we require diversity of candidates on
our shortlists.
The UK Corporate Governance Code
also recommends that we describe
the process used in relation to Board
appointments. The Committee reviews
and approves an outline brief and role
specification and appoints a search
agent for the assignment (we would
disclose the name of the search agent
and any other connection with Experian
in the following annual report). Meetings
would then be held with the search
agent to discuss the specification
and the search, an initial long list of
candidates would be prepared and
interviews held. A short list would then
be presented to the Committee, and the
Committee would consider the short
list and recommend the appointment to
the Board for its consideration. In due
course, a tailored induction programme
would be developed for the new director.
Current members
Sir Alan Rudge (Chairman)
Sir John Peace
Don Robert
Fabiola Arredondo
Roger Davis
Deirdre Mahlan
George Rose
Alan Jebson
Judith Sprieser
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 Chief
Executive Officer, executive directors,
with such appointments 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 2013 and
met six times. Eight 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 the Global Talent Director
attend certain meetings by invitation.
Activities
At its meetings during the year,
the Committee:
•Discussed Board governance,
specifically plans for Board
succession and new non-executive
directors.
•Considered where Board and
committee meetings should be held,
and what the focus of meetings
should be (i.e. who the directors
should meet, and what parts of
the business should come under
the spotlight).
•Approved the process for the
2012 Board evaluation.
•Received an AGM briefing
from the Company Secretary,
including voting results and
shareholder feedback.
•Recommended to the Board that all
directors retire at the 2013 annual
general meeting.
•Reviewed its performance and terms
of reference.
•Recommended to the Board
the re-appointment of certain
directors for further terms following
rigorous review.
Corporate governance report continued
Sir Alan Rudge
Chairman
Nomination and Corporate
Governance Committee report
68 Experian Annual Report 2013 Governance