Experian 2007 Annual Report Download - page 46

Nomination Committee
The Board has established a Nomination Committee
which leads the process for Board appointments and
makes recommendations to the Board. The members of
the Nomination Committee are currently John Peace
(Chairman), Don Robert (Chief Executive Officer) and the
seven non-executive directors. The Committee is chaired
by John Peace except in respect of any matter concerning
the chairmanship of the Company when the senior
independent director takes the chair. The Company
Secretary is the Secretary to the Committee. It meets at
least twice each year.
The Nomination Committee has written terms of
reference covering the authority delegated to it by the
Board. Its duties include reviewing regularly the
composition (including the skills, knowledge and
experience required) of the Board and making
recommendations to the Board with regard to any
changes, giving full consideration to succession planning
for directors and other senior executives; and identifying
and nominating, for the approval of the Board, candidates
to fill Board vacancies as and when they arise.
Following the demerger, the Committee first met in
November 2006 when its members wereJohn Peace
(Chairman), Don Robert(Chief Executive Officer) and the
two non-executive directors. As intended on demerger
and in accordance with best practice reflected in the
Code, the Committee recommended the appointment of
five independent directors to bring an appropriate balance
to the Board. The Board subsequently approved the
recommendations with the result that Fabiola Arredondo,
Laurence Danon, Roger Davis and Alan Jebson were
appointed as additional directors with effect from
1January 2007 and Sean FitzPatrick was appointed as a
director with effect from 1 April 2007. All five new
independent non-executive directors have been appointed
to the Nomination Committee. Two specialist search
companies were used in the process to identify the
additional non-executive directors.
Remuneration Committee
The Remuneration Committee comprises the seven non-
executive directors including David Tyler who is not
considered independent. Roger Davis is the Chairman of
the Committee. The Chairman and Chief Executive Officer
areinvited to attend Committee meetings and both
attended all of the Committee meetings in the period
since listing. Fabiola Arredondo, Laurence Danon, Roger
Davis, Alan Jebson and Sean FitzPatrick were all appointed
as members of the Committee following their
appointment as directors. In the period from listing to 31
March 2007, the Committee met twice. The Company
Secretaryis the Secretaryto the Committee and the
Group HR Director and Global Head of Rewardusually
attend. The application of corporate governance principles
in relation to directors’ remuneration is described in the
report on directors’ remuneration on pages 47 to 58.
Audit Committee
The Audit Committee comprises the seven non-executive
directors including David Tyler who is not considered
independent. Alan Jebson is the Chairman of the
Committee. Fabiola Arredondo, Laurence Danon, Roger
Davis, Alan Jebson and Sean FitzPatrick were all appointed
as members of the Committee following their
appointment as directors. Although not strictly in
accordance with the Code, David Tyler’s membership of
the Committee provides significant recent and relevant
financial experience and an in-depth knowledge of
Experian’s business, with him having been the Group
Finance Director of GUS plc from February 1997 until the
demerger. The other members of the Committee bring a
wide range of international business experience from
positions at the highest level worldwide (the directors’
biographical details appear on pages 38 and 39). The
Chairman, Chief Executive Officer and Chief Financial
Officer are normally invited to attend Committee meetings
and each attended all of the meetings held in the period
from demerger until 31 March 2007. The Company
Secretary is the Secretary to the Committee.
The main role and responsibilities of the Committee are
set out in written terms of reference which are reviewed
annually.The Committee’sprincipal oversight
responsibilities include internal control and risk
management, internal audit, external audit (including
auditor independence) and financial reporting.
The Committee will meet not less than three times a year.
In the period from listing until 31 March 2007, it met
three times. The external auditors, the Executive Vice
President, Risk Management and the Head of Global
Internal Audit generally also attend Audit Committee
meetings. In addition, the Committee meets the external
auditors and the Head of Global Internal Audit without
management present.
The Audit Committee has a structured programme linked
to the Group’s financial calendar. During the period under
review,the Committee undertook the following activities:
•Reviewed the Interim Results Announcement and
considered reports from the external auditors
identifying any accounting or judgmental issues
requiring its attention;
•Reviewed and approved audit plans for the external and
internal auditors;
•Considered quarterly risk and assurance reports and
internal audit reports on the results of internal audit
reviews, significant findings, management audit plans
and timeliness of resolution;
•Reviewed reports on the Group’s risk management
process and risk profile;
•Reviewed, at each scheduled meeting, a report on any
material litigation involving Group companies;
•Reviewed presentations on risk and its identification,
management and control in Experian with senior
management; and
•Reviewed arrangements by which Group employees
may, in confidence, raise concerns about possible
improprieties in financial reporting or other matters.
One of the primary responsibilities of the Audit
Committee is to make recommendations to the Boardin
relation to the appointment, re-appointment and removal
of the external auditors. A number of factors weretaken
44 |Experian Annual Report 2007
Introduction | Business review | Governance |Financial statements
Corporate governance cont.