Experian 2008 Annual Report Download - page 48

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46 Experian Annual Report 2008
Corporate governance statement continued
Board* Board Nomination Remuneration Audit
(Scheduled) (Ad hoc) committee* committee* committee*
John Peace 6/6 1/1 2/2 n/a n/a
Don Robert 6/6 1/1 1/2 n/a n/a
Paul Brooks 6/6 1/1 n/a n/a n/a
Fabiola Arredondo 5/6 1/1 2/2 5/5 4/4
Laurence Danon 6/6 1/1 1/2 5/5 3/4
Roger Davis 6/6 1/1 2/2 5/5 4/4
Sean FitzPatrick 5/6 1/1 2/2 5/5 4/4
Alan Jebson 6/6 1/1 2/2 4/5 4/4
Sir Alan Rudge 6/6 1/1 2/2 5/5 4/4
David Tyler 5/6 1/1 1/2 5/5 3/4
* References throughout this corporate governance statement (including the above table) to board and board committee meetings held during the year under
review include meetings held immediately after the year-end, which were rescheduled from March 2008 to early April 2008 due to the timing of Easter.
The attendance of directors at meetings of the board and the principal board committees of which they are members
was as follows for the year ended 31 March 2008:
Nomination committee
The nomination committee leads the process for board appointments and makes recommendations to the board. The
members of the nomination committee are the Chairman, the Chief Executive Officer and the seven non-executive
directors. The committee is chaired by John Peace except in respect of any matter concerning succession to the
chairmanship of the Company when the senior independent director takes the chair. The Company Secretary is the
secretary to the committee and the Group HR Director and Global Talent Director usually attend meetings.
The nomination committee has written terms of reference covering the authority delegated to it by the board. Its
duties include reviewing regularly the structure, size and 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 taking into account the challenges and opportunities facing
the Company and identifying and nominating, for the approval of the board, candidates to fill board vacancies as and when
they arise.
The process used to appoint new directors of the Company begins with the nomination committee agreeing
the scope of the role and engaging a specialist search company to identify potential directors. The committee
reviews the short list submitted by the search company and interviews prospective candidates, who are, if thought
suitable, recommended to the board, which makes the appointment. At the first annual general meeting following the
appointment, the director appointed must retire in accordance with the articles of association and offer himself or
herself for election, providing the shareholders with an opportunity to approve the appointment.
The committee met twice during the year under review (including one meeting that was held immediately after
the year-end which was originally scheduled to take place during March 2008 but was rescheduled to early April
2008 due to the timing of Easter) and reviewed the membership of the principal board committees, the process for
evaluating the performance of the board, committees and individual directors and reviewed the Group Global Talent
Management process and succession plans. In addition, it reviewed the results of the Global Employee Survey and made
recommendations to the board following the formal evaluation of the board. No changes to the membership of the board
or its principal committees were recommended to the board as a result of the work of the committee during the year.
Remuneration committee
The remuneration committee comprises the seven non-executive directors including David Tyler who did not fully
meet the independence criteria on his appointment. Roger Davis is the chairman of the committee. The Chairman
and Chief Executive Officer are invited to attend committee meetings and both attended all of the committee meetings
in the year under review. In the year under review, the committee met five times (including one meeting that was held
immediately after the year-end which was originally scheduled to take place during March 2008 but was rescheduled
to early April 2008 due to the timing of Easter). The Company Secretary is the secretary to the committee and the
Group HR Director and Global Head of Reward usually attend. The application of corporate governance principles in
relation to directors’ remuneration is described in the report on directors’ remuneration on pages 51 to 63.