Experian 2010 Annual Report Download - page 63

61
Introduction 2 – 11
Business review 12 – 51
Financial statements 85 – 160
Governance 52 – 84
Attendance by individual directors at meetings of the Board and its principal committees
Board
Nomination
and Corporate
Governance
Committee
Remuneration
Committee
Audit
Committee
John Peace 6/6 5/5 n/a n/a
Don Robert 6/6 5/5 n/a n/a
Paul Brooks 6/6 n/a n/a n/a
Chris Callero 5/6 n/a n/a n/a
Fabiola Arredondo 5/6 4/5 4/5 3/4
Laurence Danon* 3/4 2/3 2/3 2/3
Roger Davis 6/6 5/5 5/5 4/4
Alan Jebson 6/6 5/5 5/5 4/4
Sir Alan Rudge 6/6 5/5 5/5 4/4
David Tyler 6/6 5/5 5/5 4/4
* Laurence Danon resigned as a director on 31 December 2009
Judith Sprieser and Paul Walker have been appointed as directors with effect from 1 June 2010 – accordingly, their meeting attendance is not reected above
Appointments –
The Board, upon the recommendation
of the Nomination and Corporate
Governance Committee, approves the
appointment of new directors.
Approval of Group policies –
The Board has approved, for example,
a health and safety policy, global
environmental policy and a global code
of conduct.
Board meetings
The Board meets regularly during the
year and on an ad-hoc basis as required.
For each scheduled meeting, the
directors normally meet over a two or
three day period and Board committee
meetings are also held during the time
the directors are together. Structuring
the Board and committee meetings in
this way enhances the effectiveness of
the Board and its committees. At least
one overseas Board meeting is held
each year, which provides management
across the Group with the opportunity
to present to the Board and meet
the directors informally. During the
year under review, overseas Board
meetings were held in Beijing, China
and Costa Mesa, California. These
meetings provided the Board with a
chance to meet, and receive business
presentations from, management in
those regions and appraise the Group’s
businesses.
The Board and committee meeting
attendance record of each director is
shown in the table below. During the
year, the Board met formally on six
occasions and, in addition, received
a strategy presentation from senior
management.
Board support
The Group Corporate Secretariat,
under the leadership of the Company
Secretary, is responsible for providing
administrative and logistical support
to the Board. The Company Secretary
also provides advice and support on
governance and certain compliance
and regulatory matters. All directors
are provided with a regular supply of
nancial and operational information to
assist them with the discharge of their
duties. This information is provided on
a monthly basis and Board papers are
circulated in time to allow directors to be
properly briefed in advance of meetings.
Directors have access to independent
professional advice at the Company’s
expense, if considered appropriate. No
director obtained any such independent
professional advice during the year
ended 31 March 2010.
Board and director evaluation
The performance and effectiveness
of the Board, each of its principal
committees and the directors is
evaluated annually. This year, the Board
and committee evaluation process was
undertaken internally and reports on the
ndings were presented to the Board
and its principal committees. In addition,
the Chairman evaluated all directors in
respect of their duties, with the Senior
Independent Director leading a similar
process, including a separate meeting of
the non-executive directors, in respect of
the performance of the Chairman.
The annual evaluation process did not
highlight any areas of material concern
and the directors are satised that the
Board and its principal committees
operate effectively. In addition, the
Chairman has concluded that each
director continues to contribute
effectively and demonstrates full
commitment to his/her duties. Some
specic Board performance highlights
that were noted during the evaluation
process included the continuing
effective relationships (at Board level
and between the Board and senior
management), the progression of the
risk management agenda and the role of
the Board in contributing to the sound
nancial performance, and enhancing
the effectiveness, of the Group.
Induction and training
Following appointment, directors
receive an induction programme,
which includes business presentations
from senior management, site visits
and receipt of information about such
matters as the operating procedures and
activities of the Group, the governance
structure of the Group, information
on the duties and responsibilities of
directors and information on dealing
in the Company’s shares. The training
process is continued throughout the
directors’ terms of ofce.