Experian 2008 Annual Report Download - page 53

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51Experian Annual Report 2008
Introduction
2 – 5
Business review
6 – 37
Financial statements
65 – 144
Governance
Report on directors’ remuneration
Governance
Report on directors’ remuneration
Report on directors’ remuneration
Role of the remuneration committee
The remuneration committee has responsibility for the governance of Experian’s remuneration strategy, in particular:
recommending Experian’s senior management remuneration policy and that of the Chairman of the board;
l
determining individual remuneration packages for executive directors and those of certain senior managers; l
communicating to shareholders on remuneration policy and the committee’s work on behalf of the board; l
reviewing and recommending the design of the Group’s share schemes; and l
overseeing the Group’s executive pension arrangements. l
The remuneration of non-executive directors is a matter reserved for the board as a whole. No director is involved in any
discussions as to his or her own remuneration.
The remuneration committee has written terms of reference which are available on request from the Company Secretary and are
also published on the Company’s website www.experiangroup.com.
Committee membership and meetings
The remuneration committee comprises the following non-executive directors:
Roger Davis (Chairman)
Fabiola Arredondo
Laurence Danon
Sean FitzPatrick
Alan Jebson
Sir Alan Rudge
David Tyler
All members of the committee are provided with an induction in the role of the committee and the operation of its
terms of reference on first appointment.
In the year under review the committee has met five times (including one meeting which 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). Attendance at these meetings is set out in the corporate governance statement on page 46.
Advisers
In making its decisions, the committee consults with the Chairman, the Chief Executive Officer, the Group
HR Director and the Global Head of Reward who are invited to attend meetings of the committee as and when
appropriate. They are not permitted to participate in discussions or decisions relating to their own remuneration.
The committee has access to independent consultants to ensure that it receives independent advice. During the
year under review Deloitte and Touche LLP (‘Deloitte’) were appointed as advisers to the committee. Deloitte also
provided unrelated advisory and tax services to the Company during the year. Kepler Associates (‘Kepler’) were
re-appointed to provide valuation data for Experian’s long-term incentive plans and to provide independent advice
on target calibration for the Annual Bonus Plan. Linklaters LLP were re-appointed to provide legal and general
remuneration advice.