Experian 2010 Annual Report Download - page 61

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Introduction 2 – 11
Business review 12 – 51
Financial statements 85 – 160
Governance 52 – 84
Board and committee structure
To support the principles of good
governance, the Board and its
committees operate as described below.
Role of the Board
The Board sets Experian’s strategic
goals and ensures that the necessary
nancial and human resources are in
place to achieve the goals. The Board
reviews management and nancial
performance against those goals. It
is accountable to shareholders for
delivering nancial performance and
long-term shareholder value. To achieve
this, the Board directs and monitors
the Group’s affairs within a framework
of controls which enable risk to be
appraised and managed effectively
through clear and robust procedures
and delegated authorities.
Composition
The Board currently comprises the
Chairman, three executive directors, ve
independent non-executive directors,
with a further two independent non-
executive directors joining the Board on
1 June 2010. The Board considers that its
composition is appropriate to oversee
the Group’s businesses and is suitably
diverse in background to address
the challenges of the areas in which
Experian operates. Biographical details
of the directors, including details of any
other major directorships, are set out on
pages 52 and 53.
Following Laurence Danon’s resignation
from the Board at the end of 2009 and the
previously disclosed intention to appoint
an additional non-executive director at
an appropriate time, during the year the
Nomination and Corporate Governance
Committee concluded its search for
additional non-executive directors. This
is more fully reported in the Nomination
and Corporate Governance Committee
section of this statement and the case
study above.
Chairman and
Chief Executive Ofcer
There is a clear separation of the
roles of the Chairman and the Chief
Executive Ofcer and the division
of responsibilities between the two
is clearly established and set out in
writing. During the year under review, the
Nomination and Corporate Governance
Committee took the opportunity to
update and refresh the written division
of responsibilities to ensure it remained
appropriate and the Board approved the
updated division.
The Chairman’s priority is the leadership
of the Board and he is responsible for
ensuring that the Board as a whole
plays a full and constructive part in the
development and determination of the
Group’s strategy and overall commercial
objectives. The Chairman’s expected
maximum commitment to Experian is an
average of one to two days per week and
his main external interests are set out in
his biographical details.
The Chief Executive Ofcer’s key
responsibilities include running
the Group’s businesses, proposing
and developing strategy and overall
commercial objectives, which he does
in close consultation with the Chairman
and the Board, and, with the executive
team, implementing the decisions of the
Board, its committees and the principal
subsidiaries.
Non-executive directors
Appointment
Non-executive directors are initially
appointed for a term of three years
which may, subject to satisfactory
performance and election/re-election by
the shareholders, be extended by mutual
agreement. The non-executive directors
may normally serve a maximum of three
terms.
Appointments of Judith Sprieser and Paul Walker
As one of its primary roles, the Nomination and Corporate Governance
Committee keeps under review the structure, size and composition of the Board.
Following previous resignations, it was desirable to appoint additional non-
executive directors and, in September 2009, the Committee determined that
the search process should be undertaken in parallel with the search process
for a new chairman. At that meeting, the Committee agreed the timeframe for
the appointment of the new non-executive directors; the attributes and areas
of experience and expertise which would be desirable to supplement existing
Board membership; and the identity of the search rm. At its meetings in
November 2009 and January 2010, the Committee received updates on the search
process and reviewed the CVs of, and results of meetings held with, shortlisted
candidates identied by the chosen search rm. In March 2010, the Committee
recommended to the Board the appointment of Judith Sprieser and Paul Walker
as non-executive directors and, at its meeting in March 2010, the Board appointed
both with effect from 1 June 2010. An induction programme has been developed
for the new directors and, as provided by the articles of association of the
Company, both will retire at the annual general meeting in July 2010 and submit
themselves for election.
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