Experian 2015 Annual Report Download - page 67

Board, committee and director
effectiveness review
An independent external evaluation of
Board and committee effectiveness was
carried out in March 2014 by Sheena
Crane, who had no connections with the
Group. This was the first year of the Board’s
three-year review cycle. Following that
evaluation, the Board set areas of focus
for 2014/15. Given the depth of Ms Crane’s
external evaluation, the second year of
the cycle involved the Board performing
an internal evaluation of where it stood
versus last year’s areas of focus and the
resulting actions, as well as agreeing areas
of focus for the coming year. The third year
of the cycle, to be undertaken next year, is
intended to be an interview/questionnaire-
based internal evaluation.
This year’s internal evaluation comprised
a discussion on the Board’s effectiveness
at the January 2015 Board meeting,
based on materials circulated before
the meeting. These materials included
management’s update to the Board on
the status of the focus areas and resulting
actions, following last year’s external
evaluation. There were also separate
meetings between each director and the
Chairman, in relation to the director’s
performance. The Deputy Chairman and
Senior Independent Director evaluated the
Chairman, taking account of input from
the Chief Executive Officer and the other
directors. Each principal Board committee
also evaluated its own performance.
At the January 2015 meeting, the
Board noted that there had been good
progress against the agreed areas of
focus. In particular:
Strategy – The strategy-setting process has
enhanced the Board’s consideration of long-
term market opportunities and the Group’s
growth ambitions beyond the traditional
planning horizon. The Board also receives
more regular updates on key development
projects and domain knowledge topics.
Specific action plans have been developed
for each key strategic initiative.
Regulatory environment – The Audit
Committee receives a regular compliance
update, including the impact on the
business of UK Financial Conduct Authority
and US Consumer Financial Protection
Bureau regulation. The Board also receives
a regulatory update at every meeting. Below
Board level, these matters are kept under
ongoing review throughout the business.
Training continues to focus on regulatory
compliance and information security.
Risk management – The Board is
considering the Group’s risk appetite in
the context of the 2014 revisions to the
UK Corporate Governance Code and
associated guidance. A large amount of
work has already been done to enhance
the risk-related elements of the Group’s
acquisition and integration processes,
including developing internal guidance,
expanding the frequency and depth of
post-investment reviews and carrying out
detailed risk assessments immediately
post-acquisition.
Succession and talent development
– Following a number of Board changes
over the past 18 months, the Nomination
and Corporate Governance Committee
will increase its focus on succession
planning for the broader executive team and
development plans for identified short- to
medium-term successors. This includes
opportunities for top talent to meet the non-
executive directors, as part of Board visits
to the business and other presentations to,
and interactions with, the Board.
Board development – The Board visited
Madrid, Spain, in September 2014, Costa
Mesa, California, in March 2015, and
will visit São Paulo, Brazil, in September
2015. The programme of overseas Board
visits will be considered regularly, as
part of the normal review of the Board’s
annual meeting schedule. The structure of
overseas Board visits has been reviewed,
to incorporate both geographic and
strategic business areas and domain
knowledge focus areas.
Year 1 (2014)
Evaluation by external facilitator
Year 2 (2015)
Internal review against detailed Year 1 review
Year 3 (2016)
Interview/questionnaire-based, internal evaluation
Board’s three-year effectiveness review cycle
65Governance •Corporate governance report