Experian 2011 Annual Report Download - page 69

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Governance Corporate governance statement 67
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 financial 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.
During the year, the Group Corporate
Secretariat began work on a solution for
circulating papers digitally.
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 2011.
Induction and training
Following appointment, directors receive an
induction programme. Specific highlights
from this year’s induction process appear
in the Chairman’s introduction to this
statement.
Conflicts of interest
The articles of association of the Company
allow the Board to authorise conflicts,
or potential conflicts, of interest. The
authorisation procedure involves the issue
of guidance and a questionnaire by the
Company Secretary asking directors to
identify any conflicts or potential conflicts,
which are considered by the Board at its
next meeting. Directors are also required to
advise the Company Secretary of any actual
or potential conflicts as soon as they arise,
so that they can be considered by the Board
at the next available opportunity. It is the
Board’s view that the procedure operated
effectively during the year under review.
Board committees
The principal Board committees are the
Nomination and Corporate Governance
Committee, the Remuneration Committee
and the Audit Committee. The committees
operate within defined terms of reference
which cover the authority delegated to them
by the Board. The terms of reference are
available on the Experian website at
www.experianplc.com or from the Company
Secretary upon request. The Company
Secretary is secretary to all three principal
committees.
Throughout the year, the committee
chairmen provided the Board with a report
of the issues considered at the meetings of
the committees and the minutes of Audit
Committee meetings were circulated to the
Board. Reports of the activities of each of
the principal Board committees follow.
Sir Alan Rudge,
Chairman of
Nomination
and Corporate
Governance
Committee
Nomination and Corporate Governance
Committee report
Members
Sir Alan Rudge (Chairman)
John Peace
Don Robert
Fabiola Arredondo
Roger Davis
Alan Jebson
Judith Sprieser
David Tyler
Paul Walker
Primary roles
•To ensure that appropriate procedures
are in place for the nomination, selection,
training and evaluation of directors.
•To ensure that adequate succession plans
are in place.
•To review the Board structure, size,
composition and succession needs, at
all times keeping under consideration
the balance of membership and the
required balance of skills, knowledge and
experience of the Board.
•To identify and nominate, for the Board’s
approval, suitable candidates to fill
vacancies for non-executive and, with
the assistance of the CEO, executive
directors, such appointments to be made
on merit and against objective criteria
to ensure that the Board maintains
its balance of skills, knowledge and
experience.
•To review legislative, regulatory and
corporate governance developments and
make appropriate recommendations to
the Board.
•To ensure that the standards and
disclosures required by the Combined
Code and the UK Corporate Governance
Code are observed.