Experian 2013 Annual Report Download - page 59
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Please find page 59 of the 2013 Experian annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.As well as receiving such updates, the
Board plays a central role in Experian’s
governance, by the example it sets and
the procedures it has put in place. The
delegation of authority from the Board
down to the Group’s operating businesses
was put in place by the Board and is a key
feature of Experian’s governance structure
that flows from the list of matters that the
Board has reserved to itself for decision.
The delegation process is well understood
in the Group and allows decisions to
be taken at the most appropriate place.
The Board maintains oversight of the
delegation by reviewing the minutes of
meetings of the various principal decision-
making entities around the Group.
In terms of risk, the Board continually
strives to manage risks within our risk
appetite. Over the past year, there
has been an increasing emphasis on
consumer information across various
legislative and regulatory systems, and
the Group continues to actively monitor,
evaluate and plan for changes that may
affect our operations.
Board time
The Board met seven times (including
one ad-hoc meeting) during the year
and, as usual, committee meetings
were held at the same time. You will
read later about the areas that the Board
concentrated on during the year.
As Chairman, I work closely with the
Chief Executive Officer and the Company
Secretary to make sure that the agenda
is focused on the right areas and I believe
we strike the right balance. There is
regular feedback in the Board evaluation
process about spending time with the
business, and this year we had a major
overseas trip to our regional operational
headquarters in Costa Mesa, where the
Board spent a great deal of time meeting
with senior leaders and other staff to
develop their knowledge of the business.
Board evaluation
The findings of the 2012 Board
evaluation in terms of Board
performance were positive, with the
Board found to be providing the right
direction for management, while
demonstrating ethical leadership and
displaying and promoting behaviours
consistent with the cultures and
values defined for Experian. The Board
is considered to both encourage
and challenge management, as
circumstances require, with the
interests of shareholders always being
a top priority. Risk is always at the
forefront for your Board, and it considers
the risk management programme of the
Group to be increasingly robust.
The 2013 Board and Board committee
evaluation will be facilitated externally,
in line with the recommendations of the
UK Corporate Governance Code.
Board composition
During the year, we completed the
appointments of Brian Cassin as Chief
Financial Officer and Deirdre Mahlan
and George Rose as non-executive
directors. Having completed these
appointments, I believe that there is a
good mix of backgrounds, skills and
experience on the Board, although it
was noted in the 2012 Board evaluation
that further refinements are always
possible and that there is a need to
ensure the smooth replacement of
any experience that is naturally lost at
Board level in the coming years when
directors’ terms of office conclude. The
Nomination and Corporate Governance
Committee will continue to focus on
achieving the right balance for Experian.
This year, the Board agreed a set of
operating principles for itself, the Board
committees and the directors. The aim
of the internal principles is to aid the
UK Corporate Governance Code
It is the Board’s view that the
Company has been compliant with
the provisions of the UK Corporate
Governance Code, published by the
UK Financial Reporting Council in
2010, throughout the year ended
31 March 2013. The corporate
governance report, together with the
report on directors’ remuneration,
explains how the Company has
applied the main principles and
complied with the provisions of the
UK Corporate Governance Code
during the year. Additionally, the
Company has chosen to comply
voluntarily with certain of the changes
to the UK Corporate Governance
Code announced by the UK Financial
Reporting Council in September 2012.
The directors’ report forms part of the
corporate governance report.
Board with succession planning, in the
context of the international profile of the
Group. The principles are also designed
to take account of prevailing governance
guidelines at any given time.
In accordance with the UK Corporate
Governance Code, all the directors will
stand for election/re-election at the 2013
AGM. Each director continues to provide
the Board with valuable knowledge and
expertise and to devote sufficient time
in support of the Group, and I strongly
recommend their election/re-election.
Conclusion
To successfully develop growth initiatives,
innovation and entrepreneurship need
to be encouraged, and your Board will
continue to work to ensure that the right
corporate governance oversight and
processes are in place to help reduce the
associated potential risks, to protect all
our stakeholders.
Business overview Business review Governance Financial statements
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