Experian 2007 Annual Report Download - page 42

The directors present their report and the audited financial
statements for the year ended 31 March 2007.
Demerger
On 10 October 2006, GUS plc (now called Experian
Finance plc) separated its Experian business from its Home
Retail Group business by way of demerger. As part of the
demerger, Experian Group Limited became the ultimate
holding company of GUS plc and related subsidiaries and
shares in GUS plc ceased to be listed on the London Stock
Exchange on 6 October 2006. Experian Group Limited
was incorporated and registered on 30 June 2006 under
the Companies (Jersey) Law 1991 as a public company
limited by shares. Shares in Experian Group Limited were
admitted to the UK Listing Authority’s Official List and
trading on the London Stock Exchange’s market for listed
securities commenced on 11 October 2006.
Principal activities and business review
Experian is a global leader in providing information
solutions to business clients and consumers. It helps
organisations to find new customers and develop and
manage existing relationships by providing data, decision
making solutions and processing services. It also helps
consumers to understand, manage and protect their
personal information and make more informed purchase
decisions. A review of the results for the year and an
indication of future developments appear on pages 16 to
37. Research and development investment has been a
high priority for Experian in driving growth, particularly in
relation to product development. Research expenditure
totalled $5m during the year to 31 March 2007 (and the
amount charged to the Group income statement in the
year was $5m).
Profit and dividends
The Group income statement on page 60 shows a profit
for the financial year to 31 March 2007 of $463m. The
directors have announced the payment of a second
interim dividend of 11.5 US cents per ordinary share to be
paid on 27 July 2007 to shareholders on the register on
29 June 2007. An interim dividend of 5.5 US cents per
ordinary share was paid on 2 February 2007 giving a total
dividend for the year of 17.0 US cents per ordinary share.
Directors
The names and biographical details of the directors are
shown on pages 38 and 39. Particulars of directors’
remuneration, service contracts and their interests in the
Ordinaryshares of the Company are shown in the report
on directors’ remuneration on pages 47 to 58. There were
no changes in the directors’ interests in the Company’s
Ordinaryshares between the end of the financial year
and 22 May 2007.
Geoffrey Moore and Stephen Ranalow, the directors on
incorporation of the Company on 30 June 2006, resigned
on 6 July 2006. John Peace, Paul Brooks, Don Robert and
David Tyler wereappointed directors on 6 July 2006 and
Sir Alan Rudge was appointed on 6 September 2006.
Fabiola Arredondo, Laurence Danon, Roger Davis and
Alan Jebson joined the Board on 1 January 2007. Sean
FitzPatrick was appointed to the Board with effect from
1April 2007.
In accordance with the Company’s Articles of Association,
all the directors retire at this year’s Annual General
Meeting, being the first annual general meeting after their
appointment. Each of them, being eligible, offer
themselves for election. The Board proposes to carry out
the first formal evaluation of its performance, its
committees and its members during the year ending 31
March 2008. In the meantime the Board is satisfied that
the performance, contribution and commitment of the
directors is such that they merit election. Any director who
is so elected will retire at least every three years and
unless he or she has agreed to retire, he or she shall be
eligible for re-election.
During the year,the Company maintained liability
insurance and third party indemnification provisions for its
directors and officers.
Acquisitions
The Group made a number of acquisitions in the year
under review,details of which areincluded in note 30 to
the financial statements on page 110.
On 19 April 2007 the Company announced its intention,
subject to regulatoryapproval, to acquire Hitwise, a
leading internet marketing intelligence company for
$240m. The Company announced the acquisitions of
Emailing Solution, a leading French permission-based
email marketing company, and the Tallyman collections
management software business from Talgentra, a
softwaresolutions company,on 3 May 2007 and 11 May
2007 respectively.
Substantial shareholdings
As at 22 May 2007, the Company had been notified of
the following interests in its issued ordinary share capital
or voting rights:
40 |Experian Annual Report 2007
Introduction | Business review | Governance |Financial statements
Directors’ report
Percentage of
Direct/ Number of issued share
Date of indirect ordinary shares/ capital/voting
Notification Shareholder interest (i) voting rights (i) rights (i)
5February2007 Legal and General Direct 51,238,042 5.01%
Group plc
(i) Until 20 January 2007, substantial shareholders were required to notify their interests in
accordance with the Company’s Articles of Association and, thereafter, following
implementation of the EU Transparency Directive effected by the Financial Services
Authority’s Disclosure and Transparency Rules, also their voting rights in accordance with
those rules.
Save for the above, no person has notified any interest of
3per cent or moreor any non-material interest equal to
or more than 10 per cent of the issued ordinary share
capital or in the voting rights of the Company.