Experian 2011 Annual Report Download - page 70

68 Experian Annual Report 2011
Corporate governance statement continued
Governance
The Committee was in place throughout
the year ended 31 March 2011 and met
three times. Seven members of the
Committee are considered by the Board to
be independent non-executive directors in
accordance with provision B.2.1 of the UK
Corporate Governance Code. The Group
Human Resources Director and the Global
Talent Director attend certain meetings by
invitation.
Activities
At its meetings during the year, the
Committee agreed to recommend to
the Board the appointment of Sir Alan
Rudge as Deputy Chairman (including as
Chairman of the Committee), considered
the process regarding the annual Board
evaluation, received updates and agreed
actions in respect of the new UK Corporate
Governance Code to ensure the Company’s
compliance, and recommended the directors
to retire at the 2011 annual general meeting.
The Committee also considered the overall
structure, size and composition of the
Board and its committees and the proposed
actions arising from the Board and
committee evaluation (as earlier described),
reviewed the time commitment required
from non-executive directors and reviewed
its own performance and terms of reference.
In addition, the Committee also discussed
and reviewed the succession plans for the
Chairman, CEO and senior management,
kept 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.
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 first
annual general meeting following their
appointment, and thereafter they must seek
regular re-election.
Roger Davis,
Chairman of
Remuneration
Committee
Remuneration Committee report
Members
Roger Davis (Chairman)
Fabiola Arredondo
Alan Jebson
Sir Alan Rudge
Judith Sprieser
David Tyler
Paul Walker
Primary roles
•To recommend to the Board senior
management remuneration policy and the
remuneration 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.
Governance
The Remuneration Committee was in place
throughout the year ended 31 March 2011
and met four times. All of its members are
considered by the Board to be independent
non-executive directors in accordance
with provision D.2.1 of the UK Corporate
Governance Code. The Chairman and CEO
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 members of the
Global Reward team. 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 first 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 2010
Sharesave scheme, discussed the 2010
bonus outcome and the preliminary 2011
bonus targets and those for long term
incentive awards, received updates in
respect of the long term incentive plans of
the Company and agreed to make share plan
awards. The Committee also considered
the remuneration of the global head of the
Decision Analytics business line, reviewed
the fee of the Chairman and the salaries of
the CEO, the CFO, the COO and a number
of senior executives, taking account of
remuneration arrangements throughout
Experian, and reviewed its own performance
and terms of reference.
The report on directors’ remuneration sets
out the way in which the Company has
applied corporate governance principles to
directors’ remuneration.
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