Experian 2014 Annual Report Download - page 73

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will remain in force. This clear separation
was not amended in any respect when the
Board resolved to make the appointments.
The schedule of responsibilities of the
Chairman and the Chief Executive Officer
is available on the Company’s website,
www.experianplc.com, and an extract
appears on the previous page.
Senior Independent Director
The Senior Independent Director is
the Deputy Chairman, Sir Alan Rudge.
George Rose has been appointed to
succeed Sir Alan as Senior Independent
Director (and Deputy Chairman), and this
change will take place with effect from
the conclusion of the AGM on 16 July
2014. The Senior Independent Director
is available to meet shareholders who
have concerns that cannot be resolved
through discussion with the Chairman,
the Chief Executive Officer or the Chief
Financial Officer, or where such contact
is inappropriate.
Non-executive directors
Appointment
Non-executive directors are initially
appointed for a term of three years which
may, subject to satisfactory performance
and election or re-election by the
shareholders, be extended by mutual
agreement. Non-executive directors
normally serve for a maximum of nine
years, through three, three-year terms.
Meetings of non-executive directors
In addition to attending Board and
committee meetings, the non-executive
directors normally meet without the
executive directors present at the end
of each scheduled Board meeting. The
non-executive directors also meet at
least once a year without the Chairman
present, and did so a number of times
during the year.
Independence
The Board considers each of the
current non-executive directors to be
independent in character and judgment
and that there are no relationships
or circumstances that are likely to
affect (or could appear to affect)
each director’s judgment.
Relations with shareholders
and others
Set out below are a few of the ways
in which the Company interacts with
investors and others, and keeps abreast
of their views:
Board – an investor relations and media
report is circulated before every Board
meeting, and contains a commentary on
the investment community’s perception of
the Company, media reports, share price
performance and analysis.
Consultation with investors –
this year, the chairmen of both the
Remuneration Committee and the
Nomination and Corporate Governance
Committee consulted major investors
and others. Roger Davis and Sir Alan
Rudge respectively discussed future
remuneration arrangements and
Board changes. Sir Alan also held a
number of meetings with investors
and representative bodies.
Investors and analysts – the executive
team has an ongoing programme of
dialogue and meetings with institutional
investors and analysts, at which they
discuss a wide range of issues including
strategy, performance, management
and governance, within the constraints
of information already made public. The
announcement of the annual and half-
year results and interim management
statements provide opportunities for
the Company to answer questions from
analysts covering a wide range of topics.
Investor roadshows took place during
the year in Dublin, London, Edinburgh,
Boston, Sydney, Melbourne and Singapore.
Annual general meeting (‘AGM’) –
this important event provides a valuable
opportunity for the Board to communicate
with shareholders and to meet them
informally before the main business of
the meeting. All directors are expected
to attend the AGM.
The 2014 AGM will take place on
Wednesday 16 July 2014. Shareholders
are encouraged to attend and to use the
opportunity to ask questions. However,
if it is not practical for shareholders to
attend, we encourage them to use proxy
voting on the resolutions put forward, all
of which (with the exception of procedural
resolutions) are taken by a poll. In 2013,
voting levels at the AGM were 67.6% of
the Company’s issued share capital,
compared with 69% in 2012.
Board training – Dallas
The Board visited Dallas, Texas, in September 2013 and spent time at the
Group’s National Consumer Assistance Centre and other operational facilities,
including a data centre. The Board also received in-depth training presentations
from senior executives, as follows:
Review of the regulatory environment – including a review of the Group’s
activities, updates on the political and regulatory environment, the risks and
opportunities for the Group and appropriate strategies for operating in an
increasingly regulated environment.
Customer service – sessions covering areas such as building the Experian
brand so it becomes the most trusted consumer brand for credit information
and identity protection services, building a world-class consumer experience
and empowering the consumer.
Technology and information technology strategy – including details of
achievements to date, the Technology team’s strategic objectives, the key
programmes deployed around the Group and potential innovations.
Vertical markets and channels business reviews – the vertical markets and
channels reviewed were retail, US public sector, automotive, healthcare, affinity
and SME (small and medium enterprises).
Governance • Corporate governance report