Experian 2012 Annual Report Download - page 72
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70 Experian Annual Report 2012 Governance
Report on directors’ remuneration continued
Reward alignment with risk considerations
Co-investment /
Deferral
Between 50% and 100% of the annual bonus may be deferred into shares
for three years. These deferred shares together with shares awarded
under the long-term incentive plan mean that a significant portion of total
remuneration is delivered in the form of shares deferred for a period of
three years.
The executive directors and the vast majority
of senior management invited to participate
have elected to defer their entire annual
bonuses for the year ended 31 March 2012.
Shareholding
requirements
Executive directors are expected to build up and maintain a shareholding
of at least 100% of salary (200% for the CEO).
The shareholdings of Don Robert and
Chris Callero greatly exceed the minimum
requirement.
Clawback Vesting of awards made under the Experian Performance Share Plan and
matching awards under the Experian Co-investment Plan will only occur
if the Committee is satisfied that the vesting is not based on any material
misstatement of accounts; and
Where any bonus is paid which is ultimately found to have been based
on materially misstated financial results, the bonus opportunity may be
reduced accordingly in the following financial year.
This feature was introduced for incentive
plan grants in June 2011 and will be in place
for future awards.
Expected value of executive directors’
remuneration at target performance
Variable: long-term
Variable: short-term
Fixed
100%
80%
60%
40%
20%
0%
Expected value of executive directors’
remuneration at maximum performance
Variable: long-term
Variable: short-term
Fixed
100%
80%
60%
40%
20%
0%
With respect to Responsible Investment Disclosure, the Committee is satisfied that environmental, social and governance risks are not raised
by the incentive structure for senior management and this does not inadvertently motivate irresponsible behaviour.
Remuneration of executive directors
The following graphs illustrate the remuneration package for the executive directors, split between fixed and variable pay, at target and
maximum levels of performance. The combined potential remuneration from annual bonus and share-based incentives (i.e. variable pay)
outweighs the fixed elements (excluding pension and benefits) at both levels of performance. As the relativities of the fixed and variable
elements are the same for each executive director we have not provided graphs on an individual basis.
The Committee believes reward at Experian is appropriately balanced against risk considerations, particularly in the following areas: