Experian 2012 Annual Report Download - page 61

59
Governance Financial statementsBusiness reviewBusiness overview
committee. This committee also oversees
the management of operational related
risks associated with the Group’s shared
service and data centres as well as global
product development and delivery activities.
The regional and global operations
risk committees review summary risk
assessments and internal audit results,
evaluate significant exposures, make
mitigation decisions and enforce mitigation
progress, monitor changes in the regional/
operational risk profile and escalate
significant risks and issues to the ERMC.
Group Operating Committee – the remit of
this executive group includes identifying,
debating and achieving consensus on issues
involving strategy, growth, people and culture
and operational efficiency. A further focus of
this group, which is comprised of the most
senior executives from the Group, is to ensure
that there is strong communication and
cooperative working relationships amongst
the top team. The quarterly meetings tend
to be issues-oriented and focus on selected
important Group issues worthy of debate.
Engagement with shareholders
and others
The Company places considerable
importance on communication and
maintaining good relationships with
shareholders, and makes every effort to
ensure that shareholders are kept informed
of significant Group developments.
To assist members of the Board to gain an
understanding of the views of institutional
shareholders, the Board receives an investor
relations and media report at each of its
meetings, which covers a wide range of
matters including a commentary on the
perception of the Company and views
expressed by the investment community,
media reports, share price performance and
analysis. The views of shareholders are also
assessed in detail via an investor survey,
which is normally conducted at least every
two years using a third party supplier. The
results of the next survey are scheduled to
be presented to the Board in September
2012. The Board consults with shareholders
in connection with specific issues where it
considers appropriate. For example in May
2011, the Chairman of the Remuneration
Committee consulted with major institutional
shareholders and others regarding the
proposed performance measures, targets
and operation of the Company’s executive
long-term incentive arrangements.
There is also an ongoing programme
of dialogue and meetings between the
executive team and institutional investors
and analysts. At these meetings a wide
range of relevant issues including strategy,
performance, management and governance
are discussed within the constraints of
information already made public. The
announcement of the annual and half-year
results and interim management statements
provide opportunities for the Company to
answer questions from analysts covering a
wide range of topics. After the annual results
announcement for 2011 and half-year results
announcement for 2012, several investor
roadshows took place including ones in New
York, Boston, London, Paris, Frankfurt and
Edinburgh.
During the year, we also hosted a number of
investor site visits. These half-day sessions
included product demonstrations and
focused presentations on, for example, our
four global business lines, specific products
and certain verticals. Investor seminars are
generally held every two years, with the last
one held in January 2011.
The Company’s website is a very important
method of communication with shareholders
and all material information reported to
the regulatory news services, together with
copies of annual results announcements,
half-year results announcements and interim
management statements, is published
on the Company’s website so that all
shareholders can have full access promptly
to Company announcements. In January
2012, we launched an Experian Investor
Relations application for tablet computer,
which contains information on our financial
performance, together with reports and
presentations, and news of upcoming events.
The Board is also committed to
ensuring that any concerns of private
shareholders are dealt with and, on its
behalf, the Company Secretary oversees
communication with these shareholders.
A ‘Shareholder Questions’ card is issued
with the shareholder documentation
for the annual general meeting and the
Company receives numerous questions
from private shareholders using the card.
The Company Secretary ensures that the
Company responds to shareholders directly,
as appropriate, at or following the annual
general meeting.
The annual general meeting is an important
event in Experian’s corporate calendar and
provides a valuable opportunity for the Board
to communicate with shareholders and meet
with them on an informal basis before the
main business of the meeting. All directors
are expected to attend the annual general
meeting.
Experian’s 2012 annual general meeting
will take place on Wednesday 18 July 2012
and shareholders are encouraged to attend
the meeting and use the opportunity to
ask questions. However, given the size and
geographical diversity of the Company’s
shareholder base, attendance may not
always be practical and shareholders are
encouraged to use proxy voting on the
resolutions put forward. Every vote cast,
whether in person or by proxy, is counted,
because votes on all matters except
procedural issues are taken by a poll.
In accordance with the UK Corporate
Governance Code, details of proxy voting
by shareholders, including votes withheld,
are made available on request and placed
on the Company’s website following the
meeting. In 2011, voting levels at the annual
general meeting showed an increase to 68%
of the issued share capital of the Company,
compared with 66% in 2010.
Experian website
Additional information relevant to corporate
governance at Experian can be found on the
Experian website at www.experianplc.com.
There you will find:
• Terms of reference of the principal Board
committees.
• The schedule of matters reserved to the
Board.
• The memorandum and articles of
association of the Company.
• Details of annual general meeting proxy
voting by shareholders, including votes
withheld.
• Contact details for any questions.