Experian 2014 Annual Report Download - page 99

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Annual bonus
The Committee has agreed to compensate Mr Pitchford for the annual bonus he will be forfeiting by increasing any annual bonus
payment due to him in respect of the Experian annual bonus plan, by an amount equivalent to a target bonus payment under his
previous plan, on a time pro-rated basis. For the avoidance of doubt, bonus payable under the Experian annual bonus plan will be
subject to the same performance conditions as for the other executive directors and will be pro-rated to reflect Mr Pitchford’s time
in employment over the financial year.
Chief Operating Officer (‘COO’)
Kerry Williams will succeed Chris Callero as COO on 16 July 2014.
The Committee has agreed that he will remain on his current salary of US$900,000 and this will next be subject to review in
April 2015.
His ongoing remuneration package will be structured in line with the remuneration policy set out in the Directors’ remuneration
policy report.
Consideration by the directors of matters relating to directors’ remuneration
In making its decisions, the Committee consults with the Chairman, the Chief Executive Officer and the Group HR Director. Other
members of the Global Reward team are also invited to attend Committee meetings as appropriate. The Chief Financial Officer is
also normally consulted in respect of performance conditions applying to short-term and long-term incentive arrangements. No
executives are present when their own remuneration arrangements are being discussed.
The Committee has access to independent consultants to ensure it receives objective advice. Following a review and competitive
tendering process in October 2013, the Committee appointed Towers Watson as external advisers, replacing Deloitte LLP who had
advised the Committee since 2007. Towers Watson provides other services to Experian globally which comprises advice on pensions,
benefits, employee engagement and market data.
Deloitte LLP continued to provide unrelated advisory and tax services to the Group during the year.
In addition, Kepler Associates (‘Kepler’) provided incentive plan award valuations and remuneration data in addition to supporting
data for the target calibration process. Kepler does not provide any other services to the Group.
Towers Watson, Kepler and Deloitte LLP are members of the Remuneration Consultants Group and as such voluntarily operate under
the Code of Conduct in relation to executive remuneration consulting in the UK. Accordingly the Committee was satisfied that their
advice was objective and independent.
The fees paid to the current advisers for advice and services to the Committee in the year ended 31 March 2014 are set out in the
following table. Fees are based on hours spent:
Adviser Fees paid in 2014
Towers Watson £40,510
Kepler Associates £24,750
Statement of voting at general meeting
The voting to approve last year’s Report on directors’ remuneration at the AGM on 17 July 2013 is set out in the following table:
Votes for (including
discretionary votes) % of votes cast Votes against % of votes cast
Total number
of votes cast
Number of
votes withheld
592.2m 89.8% 67.5m 10.2% 659.7m 22.1m
As discussed in the section titled Statement of consideration of shareholder views, the Committee wrote to shareholders in advance
of the AGM explaining changes to the remuneration structure and engaged with them, where appropriate, to discuss any concerns
or to clarify their understanding. After the AGM, a number of other shareholders who withheld their support were contacted in order
to understand the reasons for their vote.
On behalf of the Remuneration Committee
Charles Brown
Company Secretary
6 May 2014
Governance • Report on directors’ remuneration
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