Experian 2014 Annual Report Download - page 71

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Experian website
The Experian website (www.experianplc.com) contains additional information on our corporate governance.
There you will find:
• Terms of reference of the principal Board committees.
• The schedule of matters reserved to the Board.
• The Company’s memorandum and articles of association.
• Details of AGM proxy voting by shareholders, including votes withheld.
• Schedule of responsibilities of the Chairman and Chief Executive Officer.
Board, committee and director effectiveness review
An external evaluation of Board and committee effectiveness
was carried out during the year by Sheena Crane (who has
no other connections with the Group) to provide the Board
with greater insights into its performance and to identify
opportunities to further increase and improve its overall
effectiveness. Ms Crane conducted the evaluation in February/
March 2014, and attended the Board meeting in March 2014 to
present her conclusions.
Set out below are details of the progress since the prior year’s
internal evaluation, and the Board’s effectiveness objectives
for the coming year. The external evaluation process was
complemented with separate meetings between each director
and the Chairman. The evaluation of the Chairman himself was
undertaken by the Deputy Chairman and Senior Independent
Director, taking account of the input of the Chief Executive
Officer and the other directors.
Progress report on Board evaluation priorities
identified in the 2012/13 internal evaluation
Strategy
The Board continued to focus on their key development role in
determining strategic direction, including an increased spotlight
on an increasingly regulated environment for the Group (e.g.
the UK Financial Conduct Authority assuming responsibility for
consumer credit regulation with effect from 1 April 2014) and
elevated focus on risk assessment of new opportunities.
Board and committee composition
Several key Board changes were considered during the year due
to retirements and promotions. The Nomination and Corporate
Governance Committee and the Board spent a significant
amount of time focused on this area, including further
development of the Board succession plan to ensure it remained
robust and fit for purpose taking account of the strategic
direction of the Group.
The announcement in January 2014 of the appointment of the
Chief Executive Officer as Chairman and the Chief Financial
Officer as Chief Executive Officer (as well as other Board
changes) was the culmination of a carefully and thoughtfully
considered succession process, which was agreed by the Board
and then shared with the investor community.
Management succession
Continued development of the talent pool remained a high
priority for the Group and for the Board. Board members
received opportunities to meet with key talent and potential
future leaders during the year, including on their visit to Dallas,
Texas and at other Board meetings.
Board visits
The Board continued to make visits, and receive presentations,
in respect of its key markets, as highlighted elsewhere in this
Corporate governance report. These provided the Board with
excellent insights into those key markets.
Board effectiveness objectives for 2014/15
Strategy
This year the Board will continue to monitor the Group’s
business portfolio and geographies, with a focus on longer term
direction to help the Board make appropriate strategic choices
and to prioritise investment and resource allocation.
Regulatory environment
Given its increasing relevance for the Group, the Board will
ensure that the Group remains fully equipped to deal with the
rapidly evolving regulatory environment. It will monitor, support,
challenge and recommend ways to remain at the forefront of
embedding best practice.
Risk management
One of the Board’s ongoing key requirements is that the Group
has robust processes in place to identify, evaluate and manage
their key risks. In the coming year more time and emphasis
will be placed on evaluating key risk areas including emerging
market and acquisition risk.
Succession and talent development
The Board will continue to provide significant focus on
matching succession and talent development with the strategic
challenges facing the Group to ensure there are the available
capabilities and talent to succeed. This will include the
appointment of two new independent non-executive directors to
further strengthen the Board (one was appointed in April 2014).
Board development
Overseas visits are a key source of development for individual
non-executive directors as well as for the whole Board. This year
the Board will continue their programme of key regional market
visits, and this will provide them with deeper insights into local
issues, risk, culture, talent and related matters.
Governance • Corporate governance report