Experian 2014 Annual Report Download - page 100

96 Governance • Directors’ report
Directors’ report
The directors present their report and
the audited financial statements for the
year ended 31 March 2014. The Corporate
governance report forms part of this
Directors’ report. The Strategic report
contains certain information equivalent
to that required in this Directors’ report.
Research and development
Research and development plays a key
role in supporting Experian’s activities.
Details of such activities are given in
the Strategic report.
Results and dividends
The Group income statement shows
a profit for the financial year ended
31 March 2014 of US$754m (2013:
US$401m, as re-presented). The directors
have announced the payment of a second
interim dividend in lieu of a final dividend
of 26.00 US cents per ordinary share (2013:
24.00 US cents) to be paid on 25 July 2014
to shareholders on the register of members
on 27 June 2014. An interim dividend of
11.50 US cents per ordinary share was paid
on 31 January 2014, giving a total dividend
for the year of 37.50 US cents per ordinary
share (2013: 34.75 US cents).
Directors
The directors’ names, biographical
details and key skills and experience are
shown in the biographies section. Details
regarding Board changes are contained
in the Corporate governance report.
Particulars of directors’ remuneration,
service contracts and interests in the
Company’s ordinary shares are shown in
the Report on directors’ remuneration.
There have been no changes in the
directors’ interests in such ordinary
shares between the end of the financial
year and 6 May 2014.
In accordance with the UK Corporate
Governance Code, all directors (with
the exception of Sir John Peace, Sir
Alan Rudge and Chris Callero, who will
retire from the Board with effect from
the conclusion of the annual general
meeting (‘AGM’) on 16 July 2014), being
eligible, will offer themselves for election/
re-election at the AGM. An external
evaluation of Board and Board committee
performance, together with an evaluation
of the performance of individual directors,
was carried out during the year ended
31 March 2014 and the Board is satisfied
that all directors contribute effectively and
demonstrate commitment to their roles.
Further details regarding the evaluation
process are contained in the Corporate
governance report.
Insurance and third-party
indemnification
During the year and up to the date
of approval of this annual report, the
Company maintained liability insurance
and third-party indemnification provisions
for its directors and officers.
Acquisitions and disposals
Information in respect of acquisitions
and disposals made during the year is
contained in the Strategic report and in
note 40 and note 42 respectively to the
Group financial statements.
Post balance sheet events
Details of events occurring after
the end of the reporting period are
contained in note 47 to the Group
financial statements.
Share capital
Details of the Company’s authorised
and issued share capital and changes to
the Company’s share capital during the
year ended 31 March 2014 are set out in
note K to the parent company financial
statements. The rights and obligations
attaching to the ordinary and deferred
shares are also set out in note K and
the Company’s articles of association, a
copy of which can be obtained from the
Experian website, www.experianplc.com.
ADR programme
The Company has a Level 1 American
Depositary Receipt (‘ADR’) programme
in the US for which the Bank of New York
Mellon acts as depositary. The ADRs are
traded on the highest tier of the US over-
the-counter market, OTCQX, where each
ADR represents one Experian plc ordinary
share. Further details are given in the
Shareholder information section.
Restrictions on transfers of
shares and/or voting rights
The Company is not aware of any
agreements between shareholders that
may result in restrictions on the transfer
of securities and/or voting rights and,
apart from those matters described
below, there are no restrictions on the
transfer of ordinary shares in the capital
of the Company and/or voting rights:
• Certain restrictions on transfers of
shares may from time to time be
imposed by, for example, insider
dealing regulations. In accordance
with the UK Financial Conduct
Authority’s Listing Rules, directors
are required to seek the Company’s
approval to deal in its shares.
Certain employees are also
required to seek approval to
deal in the Company’s shares.
• Some of Experian’s share-based
employee incentive plans include
restrictions on transfer of shares
while the shares are subject to
the plan.
Substantial shareholdings
Substantial shareholders are required to notify their interests in accordance with the Company’s articles of association,
which obliges shareholders to comply with the notification obligations to the Company contained in the UK Disclosure and
Transparency Rules. As at 6 May 2014, the Company had been notified of the interests below in its issued ordinary share capital
or voting rights.
Date of notification Shareholder Direct/indirect interest
Number of ordinary
shares/voting rights
Percentage of issued
share capital/voting
rights
30 January 2014 Harris Associates L.P. Indirect 50,233,366 5.02%
P64
P62
P04
P64
P04
P78
P67