Experian 2014 Annual Report Download - page 72

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Board support
The Group Corporate Secretariat,
under the leadership of Charles Brown,
the Company Secretary, provides
administrative and logistical support to
the Board. The Company Secretary is also
responsible for:
• corporate governance, statutory and
listing, prospectus, and disclosure
and transparency rules compliance
and reporting;
• shareholder services;
• enterprise risk management; and
• corporate responsibility.
He is secretary to the Board, its principal
committees and the Global Strategic
Projects Committee, and is a member
of the Group Operating Committee.
All directors receive financial and
operational information each month,
to help them discharge their duties.
Board papers are circulated at least a
week ahead of each Board meeting,
to ensure directors have time to review
them before meetings.
Directors have access to independent
professional advice at the Company’s
expense, if they consider it appropriate.
No director obtained any such advice
during the year ended 31 March 2014.
Induction and training
There is an induction programme
for all new non-executive directors.
Directors also receive ongoing training,
to ensure they can appropriately
perform their duties. During the year,
the Board received training which
included the following:
Latin America – an overview from
the Managing Director, Spanish Latin
America, which included details of
people engagement, results and
FY13 performance, the competitive
landscape, growth strategy and
opportunities for the future.
Verticals – a presentation from the
Managing Director, UK and Ireland,
and the Managing Director, Global
Sales Operations, on the Group’s
vertical progress to date, the changing
business landscape and details of growth
acceleration planning.
Information security – an update led
by the Chief Information Security Officer,
Application Security Director and the
Director of Investigations, on security
issues for Experian, including application
security and incident management.
Asia Pacific – an overview from the
Chief Executive Officer and the Chief
Operating Officer for the region, which
included a regional overview and details
of opportunities, competition, strategy
and growth areas.
Conflicts of interest
The Company’s articles of association
allow the Board to authorise actual
or potential conflicts of interest. The
authorisation procedure involves Group
Corporate Secretariat issuing guidance
and a questionnaire each August,
asking directors to identify any conflicts
or potential conflicts, which the Board
considers at its September meeting.
In addition, directors are expected to
advise the Company Secretary of any
actual or potential conflicts as soon as
they arise, so the Board can consider
them at the next available opportunity. In
the Board’s view, this procedure operated
effectively during the year under review.
Chairman and
Chief Executive Officer
As explained in the introduction to the
Governance section, Don Robert will
succeed Sir John Peace as Chairman and
Brian Cassin will succeed Mr Robert as
Chief Executive Officer, both with effect
from 16 July 2014. Mr Robert will be
non-executive Chairman, and the existing
written separation of the roles of the
Chairman and the Chief Executive Officer
Corporate governance report continued
Chairman and Chief Executive Officer
Chairman’s
responsibilities include:
Running the Board effectively and
ensuring that the Board as a whole
plays a full and constructive part
in developing and determining
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.
Ensuring that the Board receives
accurate, timely and clear information
on the Group’s performance and the
issues, challenges and opportunities
facing the Group.
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 Company’s major
investors.
Chief Executive Officer’s
responsibilities include:
Running the Group’s business, and
developing the Group’s strategy and
overall commercial objectives.
Implementing, with the executive
team, the decisions of the Board,
its committees and the principal
subsidiaries.
Maintaining a dialogue with the
Chairman on the important and
strategic issues facing the Group and
ensuring that the Chairman is alerted
to forthcoming complex, contentious
or sensitive issues.
Leading the communication
programme with shareholders.
Governance • Corporate governance report