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66 Experian Annual Report 2012 Governance
Report on directors’ remuneration
Chairman’s introduction
and highlights
The Committee, whose membership,
remit and responsibilities are set out in
the statement on corporate governance,
continues to assess how best to support
and encourage the executive directors to
create shareholder value and ensure that the
Group’s remuneration policy is aligned with
shareholders’ interests. Our report sets out
how we believe that we achieve this.
During the past year the salaries of the
executive directors were increased by
some 3% which was in line with the wider
employee population. The Committee was
mindful of the pay restraint which had been
exercised across the Group and will ensure
that future salary rises will continue to be
positioned from this perspective.
Sadly during the year, Paul Brooks, Chief
Financial Officer, died and he was succeeded
by Brian Cassin who joined the Board on
30 April 2012. The Committee approved the
remuneration arrangements for Brian Cassin
and further details are set out in the relevant
sections of this report.
Encouragingly, the Group has once
again delivered a strong set of results for
shareholders with Benchmark profit before
tax of US$1,128m, up 23% on the prior year.
As a result a full bonus was payable to the
executive directors. The Committee had set
stretching targets at the beginning of the year
and required material outperformance for the
payout that was earned.
This underlines our view that exceptional
rewards are only paid for exceptional
performance. Don Robert and Chris Callero
have elected to defer 100% of their bonus
into the Co-investment Plan, as they always
have done, which the Committee welcomes
as a strong signal of their confidence in the
Company and further strengthening of their
alignment of interests with those
of shareholders.
Performance over the longer-term has also
been strong, delivering average annual
growth in benchmark profit before tax
and earnings per share of 12% and 9.7%
respectively over the last three years.
The relevant performance conditions for long-
term incentive awards granted in June 2009
were measured at 31 March 2012 and, as a
result, awards under the Performance Share
Plan, Share Option Plan and Co-investment
Plans will vest on 18 June 2012.
The Committee is of the opinion that
the executive directors are rewarded
appropriately and that their remuneration
recognises their contribution to the ongoing
success of the Group.
We continue to set performance targets
that are robust but achievable and we are
careful that they are of equivalent stretch
from year to year whatever the change in the
economic climate or trading conditions.
Above all, the Committee seeks to balance
the interests of all stakeholders and is
hopeful that shareholders will be able to
endorse its activities by supporting the
resolution to approve this report on directors’
remuneration which will be proposed at the
annual general meeting on 18 July 2012.
“Experian’s remuneration philosophy is that
reward should be used to drive long term,
sustainable business performance.”
Roger Davis
Chairman of the Remuneration Committee
The Remuneration Committee is pleased to present its annual report on
directors’ remuneration.
P63
P30