Experian 2010 Annual Report Download - page 85

83
Introduction 2 – 11
Business review 12 – 51
Financial statements 85 – 160
Governance 52 – 84
Don Robert’s service agreement also provides for the following payments to be made if the agreement terminates in the event
of Don Robert’s death (in addition to payments due but unpaid before death): a pro rata annual bonus for the bonus year to
the termination date based on ESC’s performance in that bonus year; and a lump sum equal to 12 months’ base salary to be
paid no later than 90 days after the date of death. If the employment is terminated due to Don Robert’s disability, he is entitled
to the bonus as described immediately above (in addition to payments due but unpaid before the termination). Any deferred
compensation obligations will be governed in accordance with the relevant plan rules. This is consistent with US employment
practice.
In his service agreement dated 2 April 2007, upon termination of employment, at the absolute discretion of Experian Limited,
Paul Brooks may be paid base salary alone, pension contributions and benets-in-kind (excluding bonus or incentive payments
unless the company in its absolute discretion determines otherwise) in lieu of six months’ notice (where notice is given by Paul
Brooks) or 12 months’ notice (where notice is given by Experian Limited).
Chris Callero has a service agreement, dated 11 June 2009, with ESC which is terminable by 12 months’ notice either from ESC or
from Chris Callero.
Save for the benets described above, the service contract of each of the executive directors does not provide for any benets on
the termination of employment.
Our policy on service contracts for new executive directors is to follow the Combined Code guidelines.
Combined Code
The constitution and operation of the Remuneration Committee are in accordance with the principles of good governance and
the Combined Code on Corporate Governance published by the UK Financial Reporting Council.
On behalf of the Remuneration Committee
Charles Brown
Company Secretary
19 May 2010
Directors’ interests
The interests of the directors (and their connected persons) in the ordinary shares of the Company are shown below. Share
options granted to directors, awards under the performance share plan and the contingent interests in matching shares under
the co-investment and reinvestment plans are shown in the relevant tables. The directors have no interests in the debentures
of the Group or in any shares or debentures of the Group’s subsidiaries.
Shares held in
Experian plc
31 March 2010(1)
Chairman
John Peace 1,732,783
Executive directors
Don Robert (2) 392,750
Paul Brooks (2) 172,664
Chris Callero(2) 287,553
Non-executive directors
Fabiola Arredondo 29,315
Roger Davis 110,000
Alan Jebson 42,597
Sir Alan Rudge 22,226
David Tyler 381,713
Notes:
1. For regulatory purposes, as at 19 May 2010, there had been no changes in the above interests.
2. The number of Experian shares for Don Robert, Paul Brooks and Chris Callero reects 386,108, 44,544 and 286,199 shares respectively awarded to them
under the legacy GUS North America co-investment plan and the Experian North America co-investment plan in lieu of annual bonus as shown in the table
which details these plans, in addition to their personal benecial shareholding. Don Robert, Paul Brooks and Chris Callero have an unconditional right to
receive Experian shares at the end of the relevant three-year deferral period. Where these shares were awarded under the North America plans, they do not
carry dividend or voting rights prior to receipt.