Experian 2015 Annual Report Download - page 65

Board
Composition
The Board currently comprises the
Chairman, three executive directors and
eight independent non-executive directors,
including a Deputy Chairman. Jan Babiak
was appointed as a non-executive director
on 29 April 2014. On 16 July 2014, a number
of previously announced Board changes
took effect: Don Robert was appointed as
Chairman, Brian Cassin was appointed
as Chief Executive Officer, Kerry Williams
was appointed as Chief Operating Officer,
and George Rose was appointed as
Deputy Chairman and Senior Independent
Director. Sir John Peace, Chris Callero and
Sir Alan Rudge retired as directors on that
date. Lloyd Pitchford was appointed as
Chief Financial Officer on 1 October 2014.
On 21 January 2015, Alan Jebson notified
the Company of his intention to retire as a
non-executive director, with effect from the
conclusion of the AGM on 22 July 2015.
What is the Board’s role?
The Board sets the Group’s strategic
direction and ensures that we have the
necessary financial and human resources
to achieve our goals. In January each
year, senior management presents the
proposed strategy for the following
financial year to the Board. This allows
the Board to critically review the proposed
strategy with management and, at
the January Board meeting, consider
the strategy for approval. The budget
discussions in March ensure that we have
the right resources to deliver the agreed
strategy; the discussions also include
detailed focus on both regional and
global business line budgets.
The Board also monitors management and
financial performance against the Group’s
goals. To enable it to do this, the Board
receives operational and financial updates at
every scheduled Board meeting, and receives
performance and operational updates
between meetings. The Board also conducts
post-investment reviews on an agreed
timeline, for any acquisitions it has approved.
Board
Nomination
and Corporate
Governance
Committee
Remuneration
Committee
Audit
Committee
Don Robert 100% – 6/6 100% – 6/6 n/a n/a
Brian Cassin 100% – 6/6 n/a n/a n/a
Lloyd Pitchford* 100% – 3/3 n/a n/a n/a
Kerry Williams** 100% – 4/4 n/a n/a n/a
Sir John Peace+ 100% – 2/2 50% – 1/2 n/a n/a
Chris Callero+ 100% – 2/2 n/a n/a n/a
Fabiola Arredondo 100% – 6/6 100% – 6/6 100% – 4/4 100% – 4/4
Jan Babiak++ 100% – 6/6 100% – 6/6 100% – 4/4 100% – 4/4
Roger Davis 100% – 6/6 100% – 6/6 100% – 4/4 100% – 4/4
Alan Jebson 83% – 5/6 100% – 6/6 100% – 4/4 100% – 4/4
Deirdre Mahlan 100% – 6/6 100% – 6/6 100% – 4/4 100% – 4/4
George Rose 100% – 6/6 100% – 6/6 100% – 4/4 100% – 4/4
Judith Sprieser 100% – 6/6 100% – 6/6 100% – 4/4 n/a
Paul Walker 100% – 6/6 100% – 6/6 100% – 4/4 100% – 4/4
Sir Alan Rudge+ 100% – 2/2 100% – 2/2 100% – 1/1 100% – 1/1
* Lloyd Pitchford was appointed on 1 October 2014.
** Kerry Williams was appointed on 16 July 2014.
+ Sir John Peace, Chris Callero and Sir Alan Rudge retired on 16 July 2014.
++ Jan Babiak was appointed on 29 April 2014.
Attendance at Board and principal committee meetings
The Board is not involved in managing
the Group’s day-to-day activities but it is
accountable to shareholders for delivering
financial performance and long-term
shareholder value. To achieve this, the
Board has put in place a framework of
controls, which enables the Group to
appraise and manage risk effectively,
through clear and robust procedures and
delegated authorities. In addition, the
Board has reserved certain key activities
to itself for decision, including:
Strategy and management – approving
and overseeing Experian’s long-term
objectives and commercial strategy, ensuring
that the necessary financial and human
resources are in place to meet the objectives.
Management oversight – reviewing
operating, financial and risk performance.
Regulatory and statutory activity –
including approving the Group’s results,
key stakeholder documents and dividends.
Finance and treasury – approving the
framework for the Group’s finance, banking
and capital structure arrangements.
Appointments – approving
appointments, on the Nomination and
Corporate Governance Committee’s
recommendation.
Approval of Group policies – including,
for example, an anti-corruption policy, a
gifts and hospitality policy, a global code of
conduct and a global compliance policy.
Board meetings
The Board meets regularly and on an ad
hoc basis when required. Each scheduled
meeting is normally held over two or three
days, with Board committee meetings also
taking place during this time. This structure
enhances the effectiveness of the Board and
its committees.
The Board holds at least one overseas
meeting each year, which allows
management across the Group to present
to the Board and to meet the directors
informally. In September 2014, the Board
spent three days in Madrid, Spain and held
Board and committee meetings during the
visit. In March 2015, the Board spent three
days in Costa Mesa, California, during which
it held Board and committee meetings.
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