Experian 2011 Annual Report Download - page 85

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83
Governance Report on directors’ remuneration
Meeting obligations under share-based incentives
Obligations under Experian’s employee share plans may be met using either shares purchased in the market or, except for rolled-over awards
under certain GUS schemes, newly issued shares. The current policy is that, where possible, all awards will be satisfied by the purchase
of shares, or from shares previously purchased, by the employee trusts or by shares held in treasury. This policy will remain under regular
review. The rules of the Experian share plans are in line with the guidelines set out by the ABI regarding dilution.
Remuneration of non-executive directors
The Board’s policy on the remuneration of non-executive directors is that:
• fees should reflect individual responsibilities and membership of board committees;
• remuneration should be in line with recognised best practice and be sufficient to attract, motivate and retain high calibre non-executives;
• remuneration should be a combination of cash fees (paid quarterly) and Experian shares (see below) to help align the interests of non-
executive directors with those of shareholders.
Non-executive directors do not receive any benefits-in-kind with the exception of the Chairman who receives private healthcare and the use
of a company car.
The fees of the non-executive directors were reviewed with effect from 1 October 2009, taking into account market practice in FTSE 100
companies, anticipated number of days worked, tasks and responsibilities. In addition, fees for the Senior Independent Director, Sir Alan
Rudge, were reviewed with effect from 15 September 2010 on his appointment as Deputy Chairman. The current fees are shown in the table
below and these will next be reviewed in October 2011.
Non-executive directors’ fees
from 1 October 2009
Base fee €120,000
Plus additional fees for:
Senior Independent Director (1) €22,000
Deputy Chairman/Senior Independent Director (2) €80,000
Chair of Audit Committee €35,000
Chair of Remuneration Committee €27,000
Notes
1 Until 15 September 2010
2 From 15 September 2010
The Chairman’s fee, from 1 April 2010, was £350,000. This will next be reviewed in April 2012.
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 Experian shares each year until they reach this holding; such shares are included in the table entitled
‘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, subject to election/
re-election by shareholders, but may be terminated by either party on one month’s written notice (six months’ notice in the case of the
Chairman).
89