Experian 2010 Annual Report Download - page 69

67
Introduction 2 – 11
Business review 12 – 51
Financial statements 85 – 160
Governance 52 – 84
system of internal control, Group
policies, and corporate governance and
corporate responsibility processes.
The Group’s internal audit function
provides independent testing and
verication of risk management policies,
processes and practices across
the Group and reports to the Audit
Committee on the effectiveness of the
system of internal control. The internal
audit programme and methodology is
aligned to the risk categories and risk
assessment parameters established by
the global risk management function
and makes use of risk assessment
information at a business level in
planning and conducting its audits.
Engagement with
shareholders and others
The Company places considerable
importance on communication and
maintaining good relationships with
shareholders and makes every effort
to ensure that shareholders are
kept informed of signicant Group
developments.
To assist members of the Board to
gain an understanding of the views of
institutional shareholders, at each of its
meetings the Board receives an investor
relations and media report, which covers
a wide range of matters including a
commentary on the perception of the
Company and views expressed by the
investment community, media reports,
share price performance and analysis.
In addition, the Board consults with
shareholders in connection with specic
issues where it considers appropriate.
For example, the Chairman of the
Remuneration Committee consulted
with major institutional shareholders
in 2009 regarding the proposed
performance measures, targets and
operation of the Company’s executive
long-term incentive arrangements going
forward.
There is also an ongoing programme
of dialogue and meetings between
the Chief Executive Ofcer, the Chief
Financial Ofcer and institutional
investors and analysts. At these
meetings a wide range of relevant
issues including strategy, performance,
management and governance are
discussed within the constraints of
information already made public. The
announcement of the annual and
half-year results, interim management
statements and trading updates
provide opportunities for the Company
to answer questions from analysts
covering a wide range of topics.
The Company’s website is a very
important method of communication
with shareholders and all material
information reported to the regulatory
news services, together with copies of
annual and half-year results, interim
management statements and trading
updates, is published on the Company’s
website so that all shareholders can
have full access promptly to Company
announcements.
The Board is also committed to
ensuring that any concerns of private
shareholders are dealt with and, on
its behalf, the Company Secretary
oversees communication with
these shareholders. A ‘Shareholder
Questions’ card is issued with the
shareholder documentation for the
annual general meeting and the
Company receives numerous questions
from private shareholders using
the card. The Company Secretary
ensures that the Company responds to
shareholders directly, as appropriate, at
or following the annual general meeting.
The annual general meeting is
an important event in Experian’s
corporate calendar and provides a
valuable opportunity for the Board to
communicate with shareholders and
meet with them on an informal basis
before the main business of the meeting.
All directors, including the chairmen of
the Audit, Remuneration and Nomination
and Corporate Governance committees,
attend the annual general meeting.
Experian’s 2010 annual general meeting
will take place on Wednesday 21 July
2010 and shareholders are encouraged
to attend the meeting and use the
opportunity to ask questions. However,
given the size and geographical diversity
of the Company’s shareholder base,
attendance may not always be practical
and shareholders are encouraged to
use proxy voting on the resolutions put
forward. Every vote cast, whether in
person or by proxy, is counted, because
votes on all matters except procedural
issues are taken by a poll.
In line with the Combined Code,
details of proxy voting by shareholders,
including votes withheld, are made
available on request and placed on
the Company’s website following the
meeting. In 2009, voting levels at the
annual general meeting showed an
increase to 63% of the issued share
capital of the Company, compared with
56% in 2008.
Experian website
Additional information relevant to corporate governance at Experian can be found on the Experian website at
www.experianplc.com. There you will nd:
Terms of reference of the principal Board committees –
The schedule of matters reserved to the Board –
The memorandum and articles of association of the Company –
Details of annual general meeting proxy voting by shareholders, including votes withheld –
Contact details for any questions –