Experian 2013 Annual Report Download - page 96
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Please find page 96 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.Financial risk management, objectives
and policies
Descriptions of the use of financial
instruments and Experian’s treasury and
risk management objectives and policies
are set out in the financial review within
the business review section and also in
note 8 to the Group financial statements.
Charitable donations
Experian has continued to support
community initiatives and charitable
causes worldwide in line with our
strategy, which focuses on financial
education and entrepreneurship.
The total commitment, including cash
support and employee time, during
the year was US$5.3m (2012: US$3.5m,
as re-presented).
Of this, in 2013, the Group’s community
investment in the UK totalled US$1.5m
(2012: US$1.5m, as re-presented)
and US$0.6m was made in financial
donations and volunteering hours to
charitable organisations. An amount of
US$0.3m was given to fund significant
partnership projects with The Princes
Trust, Personal Finance Education Group
and Teach First. A further US$0.2m was
donated in small grants to a further
106 charities in support of employees’
suggestions and fundraising efforts and
through a small charities foundation.
Political donations
Experian did not make any EU political
donations during the year ended
31 March 2013.
Significant agreements –
change of control
There are a number of agreements to
which the Group is party that take effect,
alter or terminate, or have the potential
to do so, upon a change of control
of the Company following a takeover
bid. Details of the agreements of this
nature are:
•The Group’s banking facilities contain
provisions which, in the event of a
change of control of the Company, could
result in a renegotiation or withdrawal of
such facilities.
•The £334m 5.625% Euronotes due 2013,
the US$600m 2.375% Senior Notes due
2017, the £400m 4.75% Euronotes due
2018 and the €500m 4.75% Euronotes
due 2020, issued by the Group, provide
that holders may require repayment
of the notes in the event that a rating
agency re-rates the notes to below
investment grade following a change
of control of the Company.
•All of Experian’s share-based employee
incentive plans contain provisions
relating to a change of control.
Outstanding awards and options would
normally vest and become exercisable
on a change of control, subject to
the satisfaction of any performance
conditions at that time.
•The Group is party to a limited number
of operational arrangements which
can be terminated or altered upon a
change of control of the Company,
but these are not considered to
be individually significant to the
business of the Group as a whole or,
in certain cases, it is considered that
their disclosure would be seriously
prejudicial to the Company.
•The provisions in directors’ service
contracts relating to a change of control
of the Company are described in the
report on directors’ remuneration.
Contractual arrangements
The licences granted to Group
companies by governmental entities
in respect of the operation of its credit
bureaux in key jurisdictions are essential
to the Group’s business. The Group
also has several key agreements with
its technology and data providers.
Although the Group has numerous other
third party contractual arrangements,
none of these is considered essential to
its business.
Appointment and removal of directors
Both the Company by ordinary
resolution and the directors may elect
any person to be a director, but the
number of directors shall not exceed
the maximum number fixed by the
articles of association of the Company.
Any person appointed by the directors
shall only hold office until the next
annual general meeting and shall
then be eligible for election. The office
of a director shall be vacated on the
occurrence of any of the events listed in
article 92 of the articles of association
of the Company. The Company may,
in accordance with its articles of
association, remove any director from
office and elect another person in place
of a director so removed.
Articles of association
The articles of association of the
Company may be amended by the
passing of a special resolution.
Directors’ report continued
94 Experian Annual Report 2013 Governance