Experian 2016 Annual Report Download - page 77

Committee’s key roles
and responsibilities
The Board strongly believes that good
governance and strong, responsible,
balanced leadership by the Board are
critical to creating long-term shareholder
value and business success. As a
Committee, our responsibilities include:
• Ensuring that appropriate procedures
are in place for nominating, selecting,
training and evaluating directors, and
that adequate succession plans are
in place.
• Reviewing the Board’s structure, size,
composition and succession needs,
considering at all times the balance
of membership and the Board’s
required balance of skills, experience,
independence, knowledge and diversity.
• Identifying and nominating, for the
Board’s approval, suitable candidates
to fill vacancies for non-executive
directors and, with the Chief Executive
Officer’s assistance, executive
directors. Board appointments are
made on merit and against objective
criteria, to ensure the Board maintains
its balance of skills, experience,
independence and knowledge.
• Reviewing legislative, regulatory and
corporate governance developments
and making recommendations to
the Board, and ensuring that the
Company observes the standards and
disclosures recommended by the UK
Corporate Governance Code.
Committee activities
during the year
During the year ended 31 March 2016,
the Committee:
• Reviewed Board effectiveness,
Board governance and non-executive
director succession, and deliberated
on the appointment of a new non-
executive director. Recommended
to the Board the appointment of Luiz
Fleury as a non-executive director.
• Approved the process for the
internally facilitated 2016 Board
effectiveness evaluation.
• Considered an AGM briefing from the
Company Secretary, including voting
results and shareholder feedback.
• Recommended to the Board that all
directors (except Judith Sprieser, who
has decided to step down) retire and
be considered for election/re-election
at the 2016 AGM.
• Reviewed the Committee’s
performance and terms of reference,
and considered the annual company
law and governance update from the
Company Secretary.
• Considered the re-appointment
of Roger Davis as a non-executive
director for a one-year term (with
any continued appointment to be
reviewed annually). The Committee
noted in particular Mr Davis’s
experience as a Board member, and
that his re-appointment would aid
Board continuity in the light of recent
Board and senior executive changes.
• Reviewed and discussed an update
on the global executive succession
and talent management programme,
comprising an update on executive
succession plans, progress against
the Group’s talent and diversity
and inclusion plans, and future
focus areas.
The Board’s diversity policy
This policy is unchanged. We strongly
believe that diversity throughout the
Group and at Board level is a driver of
business success. We respect, value
and welcome diversity, including gender
diversity, and seek to reflect the diversity
of our client, investor and general
employee bases in our Board. We recruit
talented and diverse Board members,
who have the appropriate mix of skills,
capabilities and market knowledge to
ensure the Board is effective. When
recruiting, we look across all sectors
and non-traditional talent pools, and
we require diversity of candidates on
our shortlists.
Process for Board
appointments
When making Board appointments,
the Committee reviews and approves
an outline brief and role specification
and appoints a search agent for the
assignment. We disclose the name of the
search agent and any other connection
with Experian in the next Annual Report.
The specialist search company used in
respect of the appointment of Luiz Fleury
during the year was Russell Reynolds
Associates, who also provide other
executive search services to the Group.
Meetings are then held with the search
agent to discuss the specification and
the search, following which an initial
longlist of candidates is prepared. The
Committee then considers a shortlist
and interviews are held. Ultimately, the
Committee makes a recommendation to
the Board for its consideration. Following
Board approval, the appointment is
announced in line with the requirements
of the UK Financial Conduct Authority’s
Listing Rules and, in due course,
a tailored induction programme is
developed for the new director.
75Governance •Corporate governance report