Experian 2014 Annual Report Download - page 75

71
NOMINATION AND
CORPORATE GOVERNANCE
COMMITTEE REPORT
Current members
Sir Alan Rudge (Chairman)
Sir John Peace
Don Robert
Fabiola Arredondo
Jan Babiak
Roger Davis
Deirdre Mahlan
George Rose
Alan Jebson
Judith Sprieser
Paul Walker
Primary roles
• To ensure that appropriate
procedures are in place for
nominating, selecting, training
and evaluating directors, and
that adequate succession plans
are in place.
• To review the Board’s structure, size,
composition and succession needs,
keeping under consideration at all
times the balance of membership
and the Board’s required balance
of skills, experience, independence
and knowledge.
• To identify and nominate, for
the Board’s approval, suitable
candidates to fill vacancies for
non-executive directors and,
with the Chief Executive Officer’s
assistance, executive directors. Board
appointments are made on merit and
against objective criteria, to ensure
the Board maintains its balance of
skills, experience, independence
and knowledge.
• To review legislative, regulatory and
corporate governance developments
and make recommendations to
the Board, and to ensure that the
Company observes the standards
and disclosures recommended by
the UK Corporate Governance Code.
Governance
The Committee was in place throughout
the year ended 31 March 2014 and
met seven times, including one ad hoc
meeting. The Board considers nine
current members of the Committee,
including the Committee Chairman, to
be independent non-executive directors,
in accordance with provision B.2.1 of the
UK Corporate Governance Code. The
Group Human Resources Director and
the Global Talent Director attend certain
meetings by invitation. The new Chief
Executive Officer, Brian Cassin, will not be
a member of the Committee.
Activities
The Committee spent a significant
amount of time during the year
considering Board succession, including
Chairman succession, culminating in
the changes described earlier in the
Corporate governance report.
The Chairman succession process
began after Sir John Peace announced
in May 2013 that he intended to resign
as Chairman. The Committee agreed
to conduct an external search and also
asked Mr Robert if he was interested
in the role. The Committee considered
a number of external search partners,
with the Committee Chairman, Sir Alan
Rudge, interviewing those shortlisted. The
Committee approved the appointment
of Zygos, sought shareholders’ initial
feedback on the Chairman role, short-
listed candidates and assessed their
fit against a Committee-approved role
specification. Following these actions, the
Committee confirmed in principle that it
supported Don Robert’s appointment as
Chairman, subject to further shareholder
engagement and Board approval.
In terms of the Chief Executive Officer
role, Spencer Stuart was engaged to
assess the market for external candidates.
They also undertook a comparative
assessment and external benchmarking
of Experian’s executive leadership team.
This comprised executive intelligence
analysis, competency-based interviews
and 360-degree feedback. The Committee
reviewed the output of the exercise,
then confirmed in principle its support
for appointing Brian Cassin as Chief
Executive Officer, subject to shareholder
engagement and Board approval. Spencer
Stuart also began to assess the market
for Chief Financial Officer candidates,
and the Committee approved the Chief
Financial Officer role specification. A
shortlist of candidates was developed,
and further refined, and the Committee
recommended the appointment of Lloyd
Pitchford to the Board, which approved
the appointment.
Sir Alan Rudge
Chairman
Governance • Corporate governance report