Experian 2008 Annual Report Download - page 47

45Experian Annual Report 2008
Introduction 2 – 5
Business review 6 – 37
Financial statements 65 – 144
Governance Corporate governance statement Governance Corporate governance statement
Members of senior management below board level are often invited to make presentations to the board and participate
in certain aspects of the strategy and budget reviews.
The Chairman, with assistance from the Company Secretary, ensures that the board is supplied in a timely manner
with information in a form and of a quality to enable it to discharge its duties. The practice is to have the agenda and
supporting papers circulated to the board one week before each meeting. Additional information is also provided
to directors including monthly management accounts irrespective of whether or not a board meeting is scheduled
for that month. Arrangements are made for non-executive directors to visit the Group’s businesses to see their
operations at first hand and have the opportunity to discuss them with local management. During the year under
review, the non-executive directors visited Group business locations in Dublin, London and Nottingham to update
and develop their knowledge. Additionally, at board meetings, the directors receive specific business presentations
from senior management.
All directors received an induction programme on joining the board which took into account their particular
experience and background. The process included receipt of information on the Group, its activities and operating
procedures, meetings with senior management and site visits and was continued during the year under review.
During the year under review, the Chairman and the non-executive directors met as a group without the executive
directors present. At the conclusion of that meeting, the Chairman withdrew so that, under the leadership of the senior
independent director, the non-executive directors had the opportunity to discuss any appropriate issues and appraise
the Chairman’s performance, taking account of the views expressed by the executive directors. The Chairman and the
non-executive directors plan to hold these meetings at least annually.
There is in place a procedure under which the directors, in furtherance of their duties, are able to take independent
professional advice, if necessary, at the Company’s expense. The Company Secretary is responsible for ensuring
that board procedures are followed and all directors have access to his advice and services. The Company Secretary
is also responsible for advising and supporting the Chairman and the board on all corporate governance matters,
a responsibility he discharges in part through his membership of the corporate governance committee. The
appointment and removal of the Company Secretary is a matter reserved for the board as a whole.
A formal evaluation of the performance of the board and its committees was conducted during the year ended 31
March 2008. The evaluation process involved interviews by independent consultants with all members of the board,
as well as those senior executives who regularly attend board and committee meetings. The interviews focused on
the following seven areas: board process and functioning; induction and training; board performance; governance
and independence of non-executive directors; committee functioning, performance and composition; and the
Chairman’s role and board composition, including succession planning. The independent consultants presented
their findings to the board which concluded that appropriate actions had been identified to address areas that could
be improved and that overall, the board and its committees continued to operate effectively. The Chairman conducted
an individual evaluation of each director and the senior independent director conducted an individual evaluation
of the Chairman. The board is satisfied that each director continues to contribute effectively and demonstrates
commitment to the role.
In accordance with the Company’s articles of association, all the directors retired at the first annual general meeting
of the Company held in Dublin, Ireland in July 2007. All of the directors, being eligible and recommended by the board,
were elected. In accordance with the Company’s articles of association, each director is required to retire at the annual
general meeting held in the third calendar year following the year in which he or she was elected or last re-elected by
the Company. In order to ensure an orderly re-election process Fabiola Arredondo, Paul Brooks and Roger Davis will
retire at the annual general meeting in July 2008 and, being eligible, will offer themselves for re-election.
The letters of appointment of the non-executive directors, including the Chairman, are available for inspection by any
person at the Company’s registered office during normal business hours and at the annual general meeting (for 15 minutes
prior to the meeting and during the meeting).
Board committees
The board has appointed a number of committees including the following principal committees: nomination committee,
remuneration committee and audit committee. The terms of reference of each of the principal board committees
are available on request from the Company Secretary and can also be viewed on the Company’s website at www.
experiangroup.com. Further details of these committees, including their membership and remits, are set out below. In
order to ensure that undue reliance is not placed on particular individuals and so that their understanding of the Group’s
businesses continues to develop, all of the non-executive directors currently continue to be members of each of the
principal board committees.