Experian 2010 Annual Report Download - page 65

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Introduction 2 – 11
Business review 12 – 51
Financial statements 85 – 160
Governance 52 – 84
Remuneration Committee report
Members
The Remuneration Committee
comprised the following non-executive
directors during the year:
Roger Davis (Chairman)
Fabiola Arredondo
Laurence Danon
(resigned on 31 December 2009)
Alan Jebson
Sir Alan Rudge
David Tyler
Meetings
The Committee met ve times during the
year ended 31 March 2010.
Primary roles
To recommend to the Board –
Experian’s senior management
remuneration policy and that of the
Chairman.
To determine individual –
remuneration packages for
executive directors and certain
senior executives.
To communicate with shareholders –
on remuneration policy.
To review and recommend to the –
Board the design of the Group’s
short and long-term incentive plans.
To oversee the Group’s executive –
pension arrangements.
The Committee also discussed and
reviewed the succession plans for the
Chief Executive Ofcer and senior
management, keeping resources under
review, and evaluated succession
plans for all senior positions. This
planning ensures that appropriate
leadership resources are in place to
achieve Experian’s strategic objectives
and includes strong development
programmes and cross-regional
development role changes.
As illustrated in the case study
appearing in this statement, there
is an established process used to
appoint new non-executive directors
which begins with the Nomination and
Corporate Governance 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. In accordance with the
articles of association of the Company,
directors are subject to election at the
rst annual general meeting following
their appointment, and thereafter they
must seek re-election no more than
three years from the date they were last
elected or re-elected.
During the year, the Committee
recommended to the Board the
appointment of Judith Sprieser and Paul
Walker as non-executive directors. The
Board approved the recommendations
and Ms Sprieser and Mr Walker have
been appointed as directors with effect
from 1 June 2010.
Roger Davis,
Chairman of Remuneration Committee
Governance
The Remuneration Committee was
in place throughout the year ended
31 March 2010. All of its members
are considered by the Board to be
independent non-executive directors in
accordance with provision B.2.1 of the
Combined Code. The Chairman and
Chief Executive Ofcer attend meetings
by invitation. They do not attend
when their individual remuneration is
discussed and no director is involved in
deciding his or her own remuneration.
Other regular attendees include the
Group Human Resources Director
and the Global Head of Reward. The
Committee meets regularly with its
independent advisers. All members of
the Committee were provided with an
induction in the role of the Committee
and the operation of its terms of
reference on rst appointment.
Activities
At its meetings during the year, the
Committee concluded a shareholder
consultation exercise in respect of the
proposed performance measures,
targets and operation of the Company’s
long-term incentive plans, initiated the
invitation to employees to participate
in the 2009 Sharesave scheme,
discussed the 2009 bonus outcome
and the preliminary 2010 bonus targets,
agreed to make share plan awards,
reviewed the fee of the Chairman and the
salaries of the Chief Executive Ofcer,
the Chief Financial Ofcer, the Chief
Operating Ofcer and a number of
senior executives and reviewed its own
performance and terms of reference.
The report on directors’ remuneration
in the annual report sets out the way
in which the Company has applied
corporate governance principles to
directors’ remuneration.
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