Experian 2014 Annual Report Download - page 76

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The Committee also considered the likely
requirements for appointing a new Deputy
Chairman and Senior Independent
Director to replace Sir Alan Rudge, who
had announced his intended retirement.
Before the Committee made any
recommendation on Mr Robert’s
and Mr Cassin’s appointments, it
sought shareholder feedback on the
appointments and additional safeguards
to ensure sufficient independence, checks
and balances, and challenge on the
Board.
On the basis of the shareholder feedback
and previous Committee discussions,
the Committee recommended these
appointments, and also the appointments
of George Rose as Deputy Chairman
and Senior Independent Director, an
external Chief Financial Officer and a
new independent non-executive director.
The Board unanimously approved the
appointments. Sir John Peace fully
supported the appointment of his
successor, but was not involved in the
appointment decision. The Committee
undertook further engagement with major
shareholders and governance bodies
after the appointments were announced,
including a letter to major shareholders
and investor representative bodies, and a
number of meetings with such bodies.
Of the two external search consultancies
used for the Chairman and Chief
Executive Officer appointments, Spencer
Stuart has an existing connection with
the Company: it provides executive search
services in respect of other roles around
the Group.
During the year, the Committee also
approved the process for the 2014/15
Board evaluation; received an AGM
briefing from the Company Secretary,
including voting results and shareholder
feedback; reviewed the Committee’s
terms of reference; and, following
rigorous review, recommended that the
Board re-appoint certain directors for
further terms.
The Board’s diversity policy
We respect, value and welcome diversity,
including gender diversity, and seek to
reflect the diversity of our client, investor
and general employee base in our Board.
To this end, we recruit talented and
diverse Board members, who have the
appropriate mix of skills, capabilities and
market knowledge to ensure the Board
is effective. When recruiting, we look
across all sectors and non-traditional
talent pools, and we require diversity of
candidates on our shortlists. There are
further details regarding diversity below
Board level in the Our people section.
Process for Board appointments
The processes for the Chairman, Chief
Executive Officer and Chief Financial
Officer appointments are described
previously. The Committee also has an
established process for appointing non-
executive directors, which begins with
the Committee agreeing the scope of the
role and engaging a specialist search
company to identify candidates. The
Committee reviews the search company’s
shortlist and interviews candidates who,
if thought suitable, are recommended to
the Board for appointment. In accordance
with the UK Corporate Governance Code
and the Company’s articles of association,
any newly appointed director is subject
to election at the first AGM following the
appointment, and at every subsequent
AGM, and an induction programme is
developed for the new appointee. This
process was followed during the year in
respect of the appointment of Jan Babiak,
and the specialist search company
used was Lygon (who also provide other
executive search services, and market-
mapping services).
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