Experian 2009 Annual Report Download - page 67

65Experian Annual Report 2009
Introduction 2 – 7
Governance Report on directors’ remuneration Financial statements
73 – 148
Business review 8 – 43 Business review 8 – 43
Shareholding guideline
The committee believes that it is
important that executives should build
a signicant shareholding to align their
interests with those of shareholders.
Therefore, the committee has
established guidelines under which
the CEO should hold the equivalent of
two times his base salary in Experian
plc shares and other executive
directors, one times their base salary,
including shares held under the CIP
and the reinvestment plan. Each of
the executive directors meets these
guidelines.
Non-executive directors’
remuneration policy
The Board’s policy on non-executive
directors’ remuneration is that:
Fees should reect individual
–
responsibilities and membership of
Board committees;
Remuneration should be in line
–
with recognised best practice and
sufcient to attract, motivate and
retain high calibre non-executives;
Remuneration should be a
–
combination of cash fees (paid
quarterly) and Experian shares
(bought annually in the rst quarter
of the nancial year until the non-
executive director’s individual
shareholding requirement is met,
(see below));
The use of Experian shares in the
–
package helps align the interests of
non-executive directors with those
of shareholders;
Non-executive directors do not
–
receive any benets in kind with the
exception of the Chairman who has
the use of a company car and private
healthcare.
The fees of non-executive directors
will next be reviewed in late 2009. Fees
are reviewed in the light of market
practice in FTSE 100 companies and
anticipated number of days worked,
tasks and responsibilities. The fees
which applied for the year under review
and which have not been increased
since November 2006 are given in the
table below.
Experian requires its non-executive
directors to build up a holding in
the company’s shares equal to their
annual fee. One quarter of their
annual fee is used to purchase shares
in the company each year until they
reach this holding. Any tax liability
arising from these arrangements is
the responsibility of the individual
director; such shares are included
in the table of directors’ interests.
Non-executive directors do not
participate in executive share plans or
other employee share arrangements.
Non-executives do not have service
contracts but each has a letter of
appointment. No non-executive
director’s letter of appointment
provides for any termination payment.
Each appointment is for a renewable
three-year term but may be terminated
by either party on one month’s written
notice.
Base Fee €106,154
Senior Independent Director €19,437
Chair of audit committee €31,398
Chair of remuneration committee €23,922