Experian 2013 Annual Report Download - page 80
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Please find page 80 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.Executive directors’ service contracts
Don Robert has a service agreement with Experian Services Corporation (‘ESC’) dated 7 August 2006. This provides that, if his
employment is terminated by ESC without cause, he is entitled to the following severance payments: continued payment of
monthly salary for 12 months from the termination date; 12 months’ participation in welfare benefit plans in which he participated
during his employment; and an annual bonus based on 100% achievement of objectives payable in equal monthly instalments for
12 months. The same amounts are payable by ESC if Don Robert terminates the contract: (i) following material breach by ESC; or
(ii) for Good Reason following a change of control of ESC. Good Reason means, during the six month period following a change of
control, a material and substantial adverse reduction or change in Don Robert’s position. These terms are in line with US practice.
Don Robert’s service agreement also provides for the following payments to be made if the agreement terminates in the event
of his death (in addition to payments due but unpaid before death): a pro rata annual bonus for the bonus year to the termination
date based on the Group’s performance in that bonus year; and a lump sum equal to 12 months’ base salary to be paid no later
than 90 days after the date of death. If the employment is terminated due to Don Robert’s disability, he is entitled to the bonus
as described immediately above (in addition to payments due but unpaid before the termination). Any deferred compensation
obligations will be governed in accordance with the relevant plan rules. This is consistent with US employment practice.
Chris Callero has a service agreement, dated 11 June 2009, with ESC, which is terminable by 12 months’ notice either from ESC
or from Chris Callero.
Brian Cassin has a service agreement dated 29 February 2012, with Experian Limited, which is terminable by 12 months’ notice
from Experian Limited or six months’ notice from Brian Cassin.
Other than as described above, the service contract of each of the executive directors does not provide for any benefits on the
termination of employment.
Experian’s policy on service contracts for new executive directors is to follow the UK Corporate Governance Code guidelines
and best practice.
Consultation and engagement
How shareholder views are taken into account
In advance of the AGM the Chairman of the Committee writes to the 25 shareholders with the largest holding of Company shares
and investor representative bodies such as the Association of British Insurers (the ‘ABI’) and the National Association of Pension
Funds (the ‘NAPF’) to provide information on any changes to the remuneration structure. Where requested by these shareholders,
further discussion and clarification is provided to assist them in making an informed voting decision. If any major concerns are
raised, these are discussed with the Committee Chairman, in the first instance, and the rest of the Committee as appropriate.
Then, at its first meeting following the AGM each year, the Committee considers all shareholder feedback received in relation to
the AGM. This feedback, plus any additional feedback received during any meetings or from correspondence from time to time,
is then considered as part of the Committee’s annual review of remuneration policy which normally takes place at meetings in
November and January.
Shareholder voting on the 2012 report on directors’ remuneration
The voting to approve the Report at the AGM on 18 July 2012 is set out in the following table:
Following the AGM, the Company engaged with a number of shareholders who had voted against the resolution to approve
the Report, to discuss the reasons for their voting decision and this has generated additional feedback which will inform the
Committee’s deliberations going forward.
The Committee is committed to openness and providing transparency to its operation and considers that its current process of
shareholder engagement along with the additional disclosures contained within this Report are evidence of that.
How employee pay is taken into account
Pay and conditions across the Group are considered when finalising the current policy for executive directors. As a result, the
basic salary increases at 1 April 2013 were in line with the average increases of the wider workforce.
Votes for
(including discretionary votes) % of votes cast Votes against % of votes cast
Total number of
votes cast
Number of
votes withheld
613.5m 88.1% 82.5m 11.9% 696.0m 3.2m
Report on directors’ remuneration
continued
78 Experian Annual Report 2013 Governance