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64 Governance • Corporate governance report
Corporate governance report
Governance framework
Delegated
authority ow
Board
committees
Group Operating Committee
The committee comprises the most senior
executives from the Group. Its remit includes
identifying, debating and achieving consensus
on issues involving strategy, growth, people and
culture, and operational efficiency. It also focuses on
ensuring strong communication and co-operative
working relationships among the top team. Its
meetings tend to be issues-oriented and focus on
selected Group issues worthy of debate.
Strategic project committees
(global and regional)
These committees comprise the most senior
global and regional executives. The committees’
remit is to oversee a process to ensure that all
strategic projects are appropriately resourced,
risk-assessed and commercially, financially and
technically appraised. Depending on the outcome
of the discussions, the committees’ conclusions are
then considered by the relevant Group company for
approval.
Risk management committees
(executive, regional and global operations)
The Executive Risk Management Committee (‘ERMC’)
comprises senior Group executives, including the
executive directors and the Company Secretary. Its
primary responsibility is to oversee the management
of global risks. The regional risk committees oversee
the management of regional risks, consistent with
Experian’s risk appetite, strategies and objectives.
Global operational risks, including technology and
project risks, are monitored by a global operations risk
management committee.
Internal Audit
Internal Audit conducts a range of independent
audit reviews throughout the Group during the
year and is represented at each Audit Committee
meeting. Internal Audits plans, results and key
findings are presented to and discussed with the
Audit Committee. The internal audit programme
and methodology are aligned to the risk categories
and risk assessment parameters established by the
global risk management function. It also makes use
of risk assessment information at a business level, in
planning and conducting its audits.
Board
See Board section
which follows.
Principal subsidiaries
These are Group companies
to which the Board has
delegated certain decision-
making powers, for example
implementing decisions
agreed in principle by
the Board; executive
management of the
operations of the Group
within the strategy and
budget approved by the
Board; acquisitions and
disposals with a value up
to US$20m, and capital
expenditure projects.
Executive
management team
Operating
businesses
Audit
Committee
See Audit
Committee report.
Remuneration
Committee
See
Remuneration
Committee report.
Nomination
and Corporate
Governance
Committee
See Nomination
and Corporate
Governance
Committee
report.
Global Delegated Authorities Matrix
This key document pieces together the schedule of
matters reserved to the Board, the Board committees’
terms of reference and the authority levels for the
Group’s principal subsidiaries, directors and senior
executives. For matters not reserved to the Board, the
matrix prescribes the cascade of authorities delegated
throughout the Group by respective Group companies,
together with the monetary limits of these delegations.
The matrix is reviewed and refreshed regularly and the
Board monitors the exercise of delegations to the Group’s
principal subsidiaries, which are reported to it at each
Board meeting. Regional matrices are also in place.