Experian 2014 Annual Report Download - page 69

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BOARD
Composition
The Board currently comprises the
Chairman, three executive directors and
nine independent non-executive directors,
including a Deputy Chairman. As explained
in the Chairman’s introduction, with effect
from 16 July 2014, Don Robert has been
appointed as Chairman, Brian Cassin
has been appointed as Chief Executive
Officer, George Rose will succeed Sir Alan
Rudge as Deputy Chairman and Senior
Independent Director and Kerry Williams
will succeed Chris Callero as Chief
Operating Officer. Lloyd Pitchford has been
appointed as Chief Financial Officer, and
will join in September 2014, and Jan Babiak
was appointed as a non-executive director
on 29 April 2014.
What is the Board’s role?
The Board sets Experian’s strategic
direction and ensures that we have
the necessary financial and human
resources to achieve our goals. In
January each year, senior management
presents the proposed strategy for the
following financial year to the Board. This
allows the Board to critically review the
proposed strategy with management
and, at the January Board meeting,
consider the strategy for approval. The
budget discussions in March ensure
that Experian has the right resources to
deliver the agreed strategy, and include
detailed focus on both regional and
global business line budgets.
The Board also monitors management
and financial performance against the
Group’s goals. To enable it to do this,
the Board receives operational and
financial updates at every scheduled
Board meeting, and receives financial
updates between meetings. The Board
also receives post-investment reviews on
an agreed timeline, for any acquisitions it
has approved.
It is not possible, or correct, for the Board
to be involved in managing the Group’s
day-to-day activities. However, the Board is
accountable to shareholders for delivering
financial performance and long-term
shareholder value. To achieve this, the
Board has put in place a framework of
controls, which enables the Group to
appraise and manage risk effectively,
through clear and robust procedures and
delegated authorities. In addition, the
Board has reserved certain key activities
to itself for decision, including:
Strategy and management – approval
and oversight of Experian’s long-term
objectives and commercial strategy,
ensuring that the necessary financial
and human resources are in place to
meet the objectives.
Management oversight – review of
operating, financial and risk performance.
Regulatory and statutory activity –
including approval of the Group’s
results, key stakeholder documents
and dividends.
Finance and treasury – approval of the
framework for the Group’s finance, banking
and capital structure arrangements.
Appointments – approval of
appointments, on the Nomination and
Corporate Governance Committee’s
recommendation.
Approval of Group policies –
including, for example, an anti-corruption
policy, a gifts and hospitality policy, a
global code of conduct and a global
compliance policy.
Board meetings
The Board meets regularly during the
year and on an ad hoc basis when
required. Each scheduled meeting is
normally held over two or three days, with
Board committee meetings also taking
place during this time. This meeting
structure enhances the effectiveness of
the Board and its committees.
The Board holds at least one overseas
meeting each year, which allows
management across the Group to present
to the Board and to meet the directors
informally. This year, the September Board
and committee meetings were held over
three days in Dallas, Texas.
Attendance at Board and principal committee meetings
Board
Nomination and
Corporate Governance
Committee
Remuneration
Committee
Audit
Committee
Sir John Peace 100% – 6/6 (–) 100% – 6/6 (–) n/a n/a
Don Robert 100% – 6/6 (1) 83% – 5/6 (–) n/a n/a
Chris Callero 100% – 6/6 (2) n/a n/a n/a
Brian Cassin 100% – 6/6 (1) n/a n/a n/a
Fabiola Arredondo 83% – 5/6 (2) 100% – 6/6 (1) 100% – 4/4 100% – 5/5
Roger Davis 100% – 6/6 (–) 100% – 6/6 (–) 100% – 4/4 100% – 5/5
Alan Jebson 100% – 6/6 (1) 100% – 6/6 (1) 100% – 4/4 100% – 5/5
Deirdre Mahlan 83% – 5/6 (–) 83% – 5/6 (–) 75% – 3/4 80% – 4/5
George Rose 100% – 6/6 (–) 100% – 6/6 (–) 100% – 4/4 100% – 5/5
Sir Alan Rudge 100% – 6/6 (1) 100% – 6/6 (1) 100% – 4/4 100% – 5/5
Judith Sprieser 83% – 5/6 (2) 100% – 6/6 (1) 100% – 4/4 n/a
Paul Walker 100% – 6/6 (1) 100% – 6/6 (1) 100% – 4/4 100% – 5/5
Includes, in brackets, attendance at two ad hoc Board meetings and one ad hoc Nomination and Corporate
Governance Committee meeting during the year. Percentage calculations do not include attendance at the ad
hoc meetings.
Governance • Corporate governance report