Experian 2007 Annual Report Download - page 60

58 |Experian Annual Report 2007
Introduction | Business review | Governance |Financial statements
Report on directors’ remuneration cont.
11. Directors' service contracts
In accordance with Don Robert’s service agreement with Experian Services Corporation (ESC) dated 7 August 2006, if his employment is
terminated by ESC without cause he is entitled to the following severance payments: continued payment of monthly salary for 12 months from
the termination date; 12 months’ participation in welfare benefit plans in which he participated during his employment; and an annual bonus
based on a 100% achievement of objectives payable in equal monthly instalments for 12 months. The same amounts are payable by ESC if
Don Robert terminates the contract: (i) following material breach by ESC; or (ii) for Good Reason following change of control of ESC. Good Reason
means during the six month period following a change of control, a material and substantial adverse reduction or change in Don Robert’s position.
Don Robert’s service agreement also provides for the following payments to be made if the agreement terminates in the event of Don Robert’s
death (in addition to payments due but unpaid before death); a pro rata annual bonus for the bonus year to the termination date based on
ESC’s performance in that bonus year; and a lump sum equal to 12 months’ base salary to be paid no later than 90 days after the date of
death. If the employment is terminated due to Don Robert’s disability he is entitled to the bonus as described immediately above (in
addition to payments due but unpaid before the termination). Any deferred compensation obligations with respect to Don Robert will be
governed in accordance with the relevant plan rules.
In his service agreement dated 2 April 2007, upon termination of employment at the absolute discretion of Experian Group Limited,
Paul Brooks may be paid base salary alone, pension contributions and benefits in kind (excluding bonus or incentive payments unless the
Company in its absolute discretion determines otherwise) in lieu of six months’ notice (where notice is given by Paul Brooks) or 12 months’
notice (where notice is given by Experian Group Limited).
Save for the benefits described above, the service contracts of each of the executive directors do not provide for any benefits on the
termination of employment.
12. Combined Code
The constitution and operation of the Remuneration Committee are in accordance with the principles of good governance and the
Combined Code on Corporate Governance published by the Financial Reporting Council.
13. Shareholding guideline
Each of the executive directors meets the Committee’s guideline that, as a minimum, the Chief Executive Officer should hold the equivalent
of two times his base salary in Experian Group Limited shares and other executive directors one times their base salary, including shares
held under the Co-investment and Reinvestment plans.
14. Directors' interests
The beneficial interests of the directors, together with non-beneficial interests, in the Ordinary shares of the Company are shown below.
Share options granted to directors, awards under the Performance Share Plan and the contingent interests in matching shares under the
Co-investment and Reinvestment Plans are shown on pages 53 to 56. The directors have no interests in the debentures of the Company
or in any shares or debentures of the Company's subsidiaries.
Experian Group Limited GUS shares at
31 March 2007 10 October 2006
Chairman
John Peace 745,943 684,126
Executive directors
Don Robert(2) 369,943 240,449
Paul Brooks(2) 103,709 103,709
Non-executive directors
Fabiola Arredondo – –
Laurence Danon ––
Roger Davis 20,000 –
Alan Jebson – –
Sir Alan Rudge 13,585 13,585
David Tyler 590,069 590,069
Notes:
1. For regulatory purposes, as at 22 May 2007, there had been no changes in the above interests.
2. The number of Experian Shares for Don Robert and Paul Brooks reflects shares awarded to them under the legacy GUS North America Co-investment Plan in lieu of annual bonus.
Don Robertand Paul Brooks have an unconditional right to receive Experian Shares at the end of the relevant three-year deferral period. Prior to receipt they do not have dividend or voting rights in respect of such shares.
On behalf of the BoardRemuneration Committee
Charles Brown
Company Secretary
22 May 2007