Experian 2010 Annual Report Download - page 79
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77
Introduction
2 – 11
Business review
12 – 51
Financial statements
85 – 160
Governance
52 – 84
Remuneration of non-executive directors
The Board’s policy on non-executive directors’ remuneration is that:
Fees should reect individual responsibilities and membership of board committees; –
Remuneration should be in line with recognised best practice and be sufcient 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));
Experian shares should be included in the non-executive director package to help align the interests of non-executive –
directors with those of shareholders;
Non-executive directors do not receive any benets-in-kind with the exception of the Chairman who has the use of a –
company car and private healthcare.
The fees of the non-executive directors were initially set in November 2006, following demerger. The rst review of these took
place in late 2009 taking into account market practice in FTSE 100 companies, anticipated number of days worked, tasks and
responsibilities. As a result of this review non-executive directors’ fees were increased, with effect from 1 October 2009, to the
amounts detailed below.
The Chairman's terms have been amended to recognise that Experian is no longer his primary chairmanship and consequently
his annual fee has been reduced to £350,000 with effect from 1 April 2010.
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 net annual fee is used to purchase shares in the Company each year until they reach this holding; such shares
are included in the table titled 'Directors’ interests'. Any tax liability arising from these arrangements is the responsibility of the
individual director. Non-executive directors do not participate in any Experian share plans. Non-executive directors do not have
service contracts but each has a letter of appointment with no provision 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 (six months’ notice in the case of
the Chairman).
The information set out in the remainder of this report has been subject to audit.
Non-executive directors’ fees
from 1 October 2009
Base fee €120,000
Plus additional fees for:
Senior Independent Director €22,000
Chair of Audit Committee €35,000
Chair of Remuneration Committee €27,000
83