Experian 2012 Annual Report Download - page 65

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Governance Financial statementsBusiness reviewBusiness overview
To this end, we recruit talented and diverse
Board members who have the appropriate mix
of skills, capabilities and market knowledge to
ensure Board effectiveness. When recruiting,
we look across all sectors and non-traditional
talent pools and we require diversity of
candidates on our shortlists.
The UK Corporate Governance Code
recommends that we describe the process
used in relation to Board appointments. In
connection with the appointment of our new
independent non-executive directors, Deirdre
Mahlan and George Rose, the process
commenced in September 2011. At that point,
the Nomination and Corporate Governance
Committee reviewed and approved an
outline brief and role specification and
appointed Lygon Group as the search agent
for the assignment. (Lygon have also provided
Board and committee evaluation services and
market research for succession planning).
In discussing the desirable attributes of any
new non-executive director, the Committee
agreed that, if possible, candidates should
possess, among other things, recent and
relevant financial experience. The Committee
also considers diversity when thinking about
the composition of the Board.
Between September 2011 and March 2012,
meetings were held with Lygon to discuss
the specification and the search, an initial
long list of candidates was prepared and
interviews were held. A short list was then
presented to the Committee in March 2012,
and the Committee recommended to the
Board the appointment of Deirdre and George
as non-executive directors in May 2012. At its
May 2012 meeting, the Board appointed both
with effect from 1 September 2012. In due
course, a tailored induction programme will be
developed for the new non-executive directors.
Remuneration Committee report
Roger Davis
Chairman of
Remuneration
Committee
Current 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 2012
and met six times, including two ad-hoc
meetings. 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:
•reviewed incentive arrangements related to
the acquisition of Computec;
•initiated the invitation to employees to
participate in the 2011 Sharesave scheme;
•reviewed the draft report on directors’
remuneration;
•initiated and reviewed feedback from
a shareholder consultation exercise
concerning the proposed performance
measures, targets and operation of the
Company’s long-term incentive plans;
•agreed the 2011 bonus outcome and the
preliminary 2012 bonus targets and those
for long-term incentive awards;
•received updates in respect of the long-
term incentive plans of the Company;
•agreed the participants for certain long-
term incentive plans;
•received an update on corporate
governance issues relevant to
remuneration; and
•agreed to make share plan awards.
The Committee also approved the
proposed remuneration for three new
senior appointments – the new CFO, the
new Managing Director, EMEA and the new
Managing Director, UK and Ireland; reviewed
the fee of the Chairman and the salaries of
the CEO, the COO, the Company Secretary
and a number of senior executives, taking
account of remuneration arrangements
throughout Experian; received general
and regional market overviews; received a
summary of the Group’s global remuneration
position and considerations for the next year,
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.