Experian 2014 Annual Report Download - page 74

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Private shareholders – the Company
Secretary, Charles Brown, oversees
communication with private shareholders
and the Company issues a ‘Shareholder
Questions’ card each year with the AGM
documentation. Mr Brown ensures that
the Company responds to shareholders
directly, as appropriate, either at or
following the meeting.
Website – the Company’s website is an
important channel for communicating
with shareholders and all material
information reported to the regulatory
news services is published there,
together with copies of annual and half-
year results announcements and interim
management statements.
Investor relations ‘app’ – this
contains information on our financial
performance, together with reports,
presentations and news of upcoming
events.
Risk management
and internal control
The Board is responsible for establishing,
maintaining and reviewing sound risk
management and internal control
systems, and there is an ongoing process
in place for identifying, evaluating and
managing the significant risks Experian
faces, including those risks relating to
social, ethical and environmental matters.
This process has been in place for the
financial year and up to the date of
approval of this annual report. Full details
of the Experian risk management and
internal control systems can be found
in the Protecting our business section
of the annual report.
As such systems are designed to
manage rather than eliminate the risk of
failure to achieve business objectives,
they can provide reasonable, but not
absolute, assurance against material
financial misstatement or loss. For
certain joint arrangements, the Board
relies on the systems of internal
control operating within the partners’
infrastructure and the obligations of
the partners’ boards, relating to the
effectiveness of their own systems.
The UK Corporate Governance Code
provides that an annual review of the
effectiveness of the risk management
and control systems is performed and,
in the manner displayed below, the Audit
Committee performs this review under
delegated authority from the Board.
Following the review, it is the Board’s
view that the information was sufficient
to enable it to review the effectiveness
of the Group’s system of internal control
in accordance with the UK Financial
Reporting Council’s ‘Internal Control:
Revised Guidance for Directors’ (the
‘Turnbull Guidance’), and the system has
no significant failings or weaknesses.
Board committee reports
The principal Board committees are the
Nomination and Corporate Governance
Committee, the Remuneration
Committee and the Audit Committee.
The committees operate within defined
terms of reference, which cover the
authority delegated to them by the
Board. The terms of reference are
available on the Experian website at
www.experianplc.com or from the
Company Secretary on request. The
Company Secretary is secretary to
all three committees.
Throughout the year, the committee
chairmen reported to the Board on the
issues considered at committee meetings
and the minutes of Audit Committee
meetings were circulated to the Board.
Reports of the activities of each of the
principal Board committees follow.
Corporate governance report continued
Independent
assessment
Management
assurance
Through a
combination
of ongoing and
annual reviews,
the Board is
able to review
the ongoing
effectiveness
of the
Group’s risk
management
and internal
control
systems
Board/Audit
Committee
approved
• Internal audit reports
• Internal audit fraud and whistleblowing reports
• External auditors’ report
• Corporate responsibility independent assurance report
• Review by relevant regulatory bodies (e.g. US Consumer Financial Protection Bureau)
• Evaluation of external auditors
• Evaluation of internal audit
• Annual executive certification of compliance with Turnbull Guidance and control adequacy
• Risk management reports
• Compliance reports
• Information security reports
• Material litigation reports
• Impairment and going concern reviews
• Annual report and half-yearly financial report review
• Management representation letters
• Annual internal audit plan
• External auditors’ engagement letter
• External auditors’ annual audit plan
• Treasury policy review
• Compliance policy review
• Global Delegated Authority Matrix, which defines internal approval procedures
Risk management and internal control systems review process
Governance • Corporate governance report