Experian 2014 Annual Report Download - page 77

73
REMUNERATION
COMMITTEE REPORT
Current members
Roger Davis (Chairman)
Fabiola Arredondo
Jan Babiak
Alan Jebson
Deirdre Mahlan
George Rose
Sir Alan Rudge
Judith Sprieser
Paul Walker
Primary roles
• To recommend to the Board senior
management remuneration policy
and the Chairman’s remuneration.
• To determine individual remuneration
packages for executive directors and
certain senior executives.
• To communicate with shareholders
on remuneration policy.
• To review and recommend to the
Board the design of the Group’s
short- and long-term incentive plans.
• To oversee the Group’s executive
pension arrangements.
Governance
The Remuneration Committee was
in place throughout the year ended
31 March 2014 and met four times. The
Board considers all of the Committee’s
members to be independent non-
executive directors, in accordance with
provision D.2.1 of the UK Corporate
Governance Code. The Chairman and
Chief Executive Officer attend meetings
by invitation. They do not attend when
their own remuneration is discussed and
no director is involved in deciding his or
her own remuneration. Other regular
attendees include the Group Human
Resources Director and members of the
Global Reward team. The Committee
meets regularly with its independent
advisers.
On first appointment, all Committee
members received an induction in the
Committee’s role and the operation of its
terms of reference.
Activities
At its meetings during the year,
the Committee:
• Approved the appointment of
Towers Watson as the Committee’s
independent advisers.
• Received and discussed a
presentation from Towers Watson
on current trends in executive
remuneration, the UK corporate
governance environment and
considerations for share plan
renewal. In this context, the
Committee also discussed the
Group’s executive remuneration
strategy for the year ended 31 March
2014, and considerations for the next
financial year.
• Received updates on the Company’s
voluntary application of the new UK
regulations covering the content of
directors’ remuneration reports, and
reviewed the 2013 report on directors’
remuneration, which included early
adoption of some elements of the
new regulations.
• Initiated and reviewed feedback
from a shareholder consultation
exercise, concerning the proposed
performance measures, targets and
operation of the Company’s long-term
incentive plans.
• Approved the proposed remuneration
arrangements for Don Robert as
Chairman, Brian Cassin as Chief
Executive Officer, and Lloyd Pitchford
as Chief Financial Officer.
• Received updates on the
Company’s long-term incentive plans,
including in respect of performance
conditions.
• Agreed: the 2013 bonus outcome;
2014 bonus targets; targets for
long-term incentive awards; the
participants for certain long-term
incentive plans; and to make share
plan awards.
• Initiated the invitation to employees
to participate in the 2013 Sharesave
plan, and received an update on
participation rates.
• Reviewed the Committee’s terms
of reference, and recommended
some changes to the Board for
consideration.
• Reviewed the Chairman’s fee and
the salaries of the Chief Executive
Officer, the Chief Financial Officer,
the Chief Operating Officer, the
Company Secretary and a number
of senior executives, taking account
of remuneration arrangements
throughout Experian and relevant
market data.
• Received an update on the
Company’s response to the UK
Department for Business Innovation
& Skills’ consultation on revised
reporting regulations for executive
pay.
The Report on directors’ remuneration
sets out the way in which the Company
has applied corporate governance
principles to directors’ remuneration.
Roger Davis
Chairman
Governance • Corporate governance report