Experian 2014 Annual Report Download - page 89

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Current contractual arrangements
Don Robert has a service agreement with Experian Services Corporation (‘ESC’) dated 7 August 2006. This agreement, which will
terminate on his appointment as Chairman on 16 July 2014, provides that if ESC terminates his employment without cause, he is
entitled to the following severance payments: continued payment of monthly salary for 12 months from the termination date; 12
months’ participation in welfare benefit plans in which he participated during his employment; and an annual bonus based on
100% achievement of objectives, payable in equal monthly instalments for 12 months. The same amounts are payable by ESC if he
terminates the contract: (i) following material breach by ESC; or (ii) for Good Reason following a change of control of ESC. Good
Reason means, during the six months following a change of control, a material and substantially adverse reduction or change in his
position. These terms are in line with US employment practice.
Don Robert’s service agreement also provides for the following payments to be made if the agreement terminates in the event of
his death (in addition to payments due but unpaid before death): a pro rata annual bonus for the bonus year to the termination date,
based on the Group’s performance in that bonus year; and a lump sum equal to 12 months’ base salary, to be paid no later than 90
days after the date of death. If the employment is terminated due to his disability, he is entitled to the bonus as described immediately
above (in addition to payments due but unpaid before the termination). Any deferred compensation obligations will be governed in
accordance with the relevant plan rules. This is consistent with US employment practice.
Chris Callero has a service agreement with ESC, dated 11 June 2009, which is terminable by 12 months’ notice from either ESC or
Chris. There is no payment in lieu clause in his service agreement.
Brian Cassin has a service agreement with Experian Limited, dated 29 February 2012, and a new agreement that takes effect from
16 July 2014 on becoming Chief Executive Officer. These agreements are terminable by 12 months’ notice from Experian Limited or
six months’ notice from Brian. The agreement provides for payment in lieu of notice (base salary only).
Other than as described above, the service contract of each of the executive directors does not provide for any benefits on the
termination of employment.
Non-executive directors do not have service contracts but each has a letter of appointment with no provision for any termination
payment. Each appointment is for a renewable three-year term, subject to election/re-election by shareholders, but may be
terminated by either party on one month’s written notice (six months’ notice in the case of the Chairman).
Statement of consideration of shareholder views
In advance of the AGM, the Chairman of the Committee writes to our largest shareholders (typically the 25 with the most
significant shareholdings) and investor representative bodies, such as the Association of British Insurers and the National
Association of Pension Funds, to provide information on any changes to our remuneration structure. Where requested by these
shareholders, or bodies, the Committee engages in further discussion and clarification, to help them make an informed voting
decision. If any major concerns are raised, these are discussed with the Committee Chairman in the first instance, and the rest
of the Committee as appropriate.
At its first meeting following the AGM each year, the Committee considers all shareholder feedback received in relation to the AGM.
This feedback, and any additional feedback received during any meetings or from any correspondence, is then considered as part of
the Committee’s annual review of remuneration policy, which normally takes place at meetings in November and January.
Governance • Report on directors’ remuneration