Experian 2015 Annual Report Download - page 60

I am pleased to make my first Corporate
governance report to you as Chairman
of Experian, and to outline the key ways
in which we applied the UK Corporate
Governance Code principles regarding
the Board’s role and effectiveness during
the year.
In our Annual Report 2014, we described
important Board changes and the reasons
for them. Although they necessarily
involved transition, the changes have
gone smoothly and have energised and
enhanced the already strong Board team.
In addition, the Board’s commitment to
effective corporate governance, and to
ensuring that the Group operates openly
and transparently, remains firm.
Of course, no organisation can stand still
from a governance perspective, so we
review and develop our structures and
processes, both to meet the UK Corporate
Governance Code’s continuously evolving
best practice recommendations and
because it is the right thing to do for our
business. In this Corporate governance
report, we provide some insight into the
Group’s governance framework, the key
activities of the Board and its committees
during the year, how we have engaged with
investors (including the important role of
our Deputy Chairman, George Rose) and
the Group’s risk management and internal
controls systems. We also provide an
update on the tender of the exter nal audi t.
Board role
One of the Board’s key roles is to set the
Group’s strategic aims. The Board held its
annual strategy session in January 2015,
which was part of a detailed process that
included outlining our strategic priorities
to the market. These are to: focus on
our key strengths; deliver performance
improvements; seize attractive growth
opportunities; drive operational efficiency
and productivity; and rigorously optimise
capital. You will find more detail on our
five strategic priorities in the Our
strategy section.
We have also said that we must adapt to
changing market influences, including
increasing regulation. Greater regulatory
scrutiny is here to stay and, while it has the
potential to generate revenue opportunities,
the Board is mindful of its role in ensuring
that the Group has appropriate governance
to meet its obligations. For example, our
UK business is preparing to apply for full
authorisation by the UK Financial Conduct
Authority. In the USA, the Consumer
Financial Protection Bureau oversees our
business and the Board receives an update
at every meeting in relation to the rapidly
evolving regulatory landscape.
The Board is also tasked with ensuring
that the Group has the financial resources
to meet its strategic aims. The capital
measures that form part of our strategic
priorities include making the business as
efficient as possible and generating good
investment returns. To achieve this, as
outlined in the Financial review, we have
deployed new methodologies to assess
investment and acquisition risks, and
changed how we assess and allocate
capital. There is a defined delegation of
authority from the Board and an effective
governance framework in the Group,
within which we can accommodate these
adjustments to our capital allocation
approach. We also enhanced the
reporting to the Board during the year,
so we can more comprehensively
monitor the Group’s performance.
Board effectiveness
The Nomination and Corporate
Governance Committee, under the
chairmanship of George Rose, the Deputy
Chairman, continues to regularly review
the Board’s structure. It does this from a
strategic, long-term perspective, to make
sure we have the most appropriate Board
composition, as well as considering talent
management and succession planning
below Board level.
My priorities this year as Chairman included
the inductions for our new Chief Financial
Officer, Lloyd Pitchford, Chief Operating
Officer, Kerry Williams, and independent
non-executive director, Jan Babiak. Kerry
already has immense experience and
knowledge of Experian’s business, meaning
that much of his induction was focused on
the listed-company aspect of his new role.
Lloyd and Jan undertook a comprehensive
induction programme during the year,
which also included presentations on all
key aspects of Experian’s operations. We
provide more detail on Board induction,
training and ongoing interaction with the
business later in this report.
Chairman’s introduction
“ Effective corporate governance is about more than
adhering to a set of rules. It provides an appropriate
control framework, within which we have developed
our strategic priorities and can execute them to
create long-term value for shareholders.”
Summary
Don Robert Chairman
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58 Chairman’s introduction•Governance