Experian 2014 Annual Report Download - page 65

61 Governance • Chairman’s introduction
Don has been with Experian for 12 years,
the last nine of which have been as Chief
Executive Officer. He has an outstanding
record of performance and of increasing
shareholder value and is highly regarded
by all our stakeholders. Your Board firmly
believes that he has the right balance
of competencies and the necessary
experience to provide Experian with the
overall leadership it requires through the
next phase of its growth and development.
Appointment of Chief
Executive Officer
The Board also appointed Brian Cassin as
Chief Executive Officer. He was an adviser
to Experian for more than eight years and
has been our Chief Financial Officer for
two years.
Brian brings a wealth of experience to the
Chief Executive role, both from his time
at Experian and at Greenhill & Co, where
he was a Partner and Managing Director
with 20 years’ experience in the corporate
finance advisory sector, including being
a leading adviser to GUS plc ahead
of Experian’s demerger. As such, he
possesses strong knowledge of and
insight into the business.
As Chief Financial Officer, Brian joined
the Experian Board in April 2012, and
his operational performance and
contribution to the Board have been
exemplary. He has shown a broad range
of operational competencies, including
clear leadership and strong, decisive
management skills, coupled with deep
commercial acumen and a firm grasp of
strategic objectives. The Board strongly
believes that these competencies make
him an exceptional choice for the role of
Chief Executive Officer.
Appointments of Chief
Financial Officer and Chief
Operating Officer
The Board has also appointed Lloyd
Pitchford as Chief Financial Officer, and
he will join in September 2014. Lloyd
has been Chief Financial Officer of
Intertek Group plc since April 2010 and,
coming to us from a FTSE 100 company,
will bring deep financial knowledge
and considerable experience, built up
through an impressive career working
in complex, multinational organisations.
During his time at Intertek, he has held
a wide portfolio of responsibilities,
helping to deliver significant growth
in financial performance.
We are also announcing that our Chief
Operating Officer, Chris Callero, has
decided to retire from the Board, and will
be succeeded by Kerry Williams, who
will take up his new position and join the
Board as an executive director following
Chris’s retirement at the AGM in July
2014. Kerry most recently assumed
the post of Deputy Chief Operating
Officer for Experian, and has immense
experience and deep knowledge of
Experian’s businesses across the world,
which will be of significant benefit to the
Group in the future.
Independence of the Board
The Board clearly recognises
shareholders’ need and desire for
appropriate independence on the Board
as a whole. It therefore appointed George
Rose as Deputy Chairman and Senior
Independent Director with effect from Sir
Alan Rudge’s retirement on 16 July 2014.
George was appointed to the Board in
September 2012.
In addition, the Company appointed Jan
Babiak as an independent non-executive
director, to strengthen further what is
already a very capable and experienced
Board. Experian will, as a result, continue
to have a Board with a substantial
majority of independent directors, who
will ensure the Company maintains
strong governance in the future.
Conclusion
Having carried out a very thorough
process which considered a wide range
of alternatives, the Board unanimously
concluded that appointing Don Robert
as Chairman and Brian Cassin as
Chief Executive Officer, together with
the other Board appointments, was in
the Company’s best interests. These
appointments will ensure that the
Board has the appropriate balance of
skills, experience, independence and
knowledge, to enable it to discharge its
duties and responsibilities effectively and
to best position Experian to sustain its
success into the long term.
UK Corporate
Governance Code
It is the Board’s view that the
Company has complied with the
principles and provisions of the
UK Corporate Governance Code
(‘Code’) throughout the year ended
31 March 2014.
In January 2014, the Board
announced the appointment of
the current Chief Executive Officer
as Chairman with effect from July
2014. The Code (A.3.1) states that a
chairman should on appointment be
deemed to be independent and that
a chief executive should not go on to
be chairman of the same company.
However, the Code goes on to state:
“ If exceptionally a board
decides that a chief executive
should become chairman, the
board should consult major
shareholders in advance and
should set out its reasons to
shareholders at the time of the
appointment and in the next
annual report.”
The Board confirms that, in
line with the Code, extensive
consultations were held with
shareholders in advance of the
appointment and that it has
set out the reasons behind the
appointment to shareholders both
at the time of the appointment
and in this annual report.
The Corporate governance report,
together with the Report on
directors’ remuneration, explains
how the Company has applied
the Code’s main principles and
complied with its provisions during
the year. The information required
by Disclosure and Transparency
Rule (‘DTR’) 7.2 is set out in this
introduction and the Corporate
governance report, other than that
required by DTR 7.2.6R, which is
set out in the Directors’ report.
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