Experian 2014 Annual Report Download - page 64

60 Governance • Chairman’s introduction
“The Board changes are the start of a new era for the Group.
At the forefront of your Board’s thinking was ensuring the continuity
of the leadership team and maximising the likelihood of preserving
Experian’s unique and successful culture.”
Governance:
Chairman’s introduction
• We are also announcing the
appointment of Kerry Williams as
Chief Operating Officer and as an
executive director, to succeed Chris
Callero who will retire with effect
from the conclusion of the AGM
on 16 July 2014.
These are important changes for the
Company and the Group. The Board
focused extremely hard on securing the
best possible succession plan, to ensure
Experian’s continuing success.
Appointment of the Chairman
I have had the privilege of leading this
unique and successful Group for many
years. Since Experian became an
independently quoted company in 2006,
I have enjoyed being part of one of the
most stable leadership teams in the FTSE
100 and, together with Don Robert, having
contributed to the conditions in which
Experian has successfully grown from its
Nottingham roots to become the global
leader in data and analytics.
The Board acknowledges the UK Corporate
Governance Code’s recommendation
that a chief executive should not go on to
become chairman of the same company;
and that if, exceptionally, a board decides
that a chief executive should become
chairman, it should consult major
shareholders in advance and set out
its reasons to shareholders.
Before concluding that the appointment
was in Experian’s best interests, and that
it would promote Experian’s success
for the shareholders as a whole, the
Nomination and Corporate Governance
Committee and the Board carefully
considered what the Group required from
its Chairman, and specifically how to
best ensure the Group’s success over the
longer term. The key criteria for the role
included a Chairman with:
• a global business perspective
and outlook, with experience of
a number of our markets;
• experience in relevant market sectors
and knowledge of the challenges
these sectors face;
• compatibility with the new Chief
Executive Officer, to ensure good
working relationships and the
continuation of Experian’s team-
based culture;
• a good fit with the Board as a whole;
• excellent credentials across the
equity market; and
• an impeccable overall reputation.
In addition, the Board believed that the
new Chairman would need to: be fully
committed to the role; able to understand
and preserve Experian’s unique and
successful culture; provide the new
Chief Executive Officer with advice and
guidance on a highly complex and rapidly
changing business; manage the Board;
and, importantly, be able to provide
broad leadership and oversight of our
strategic direction.
The Nomination and Corporate
Governance Committee considered
external and internal candidates. Having
undertaken a rigorous process led
by Sir Alan Rudge, Deputy Chairman
and Senior Independent Director, it
concluded that Don Robert was the
outstanding candidate for this position
and recommended his appointment
to the Board. The Board unanimously
approved his appointment and believes
that Experian will derive substantial
benefit from ensuring the continuity of the
senior leadership team into the medium
term, while maximising the likelihood of
preserving our culture. The appointment
process undertaken is described in the
Nomination and Corporate Governance
Committee report.
The UK Corporate Governance Code
encourages chairmen to personally report
on how the principles relating to the
Board’s role and effectiveness have been
applied. This year, I would like to reflect
from a governance perspective on the
Board changes that we have announced
since January, and how they contribute to
the principle that the Company be headed
by an effective Board.
• In January, we announced that Don
Robert, the current Chief Executive
Officer, would be appointed as
Chairman in my place, and that Brian
Cassin, the current Chief Financial
Officer, would be appointed as Chief
Executive Officer. These changes will
take effect from the conclusion of the
AGM on 16 July 2014.
• We also announced in January that
George Rose would be appointed
as Deputy Chairman and Senior
Independent Director. This change
will also take place with effect from
the conclusion of the AGM
on 16 July 2014.
• In April, we announced the
appointment of Lloyd Pitchford
as Chief Financial Officer
from September 2014, and the
appointment of a new non-
executive director, Jan Babiak,
with effect from 29 April 2014.
Sir John Peace
Chairman
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