Experian 2015 Annual Report Download - page 80

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Chairman’s introduction and highlights
The Remuneration Committee (the ‘Committee’) is pleased to present its Report on directors’ remuneration (the ‘Report’) for the
year ended 31 March 2015.
Although Experian plc is a Jersey incorporated and registered company we have drawn up this report in line with Schedule 8 of the
UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2013, as well as the UK Financial Conduct
Authority (‘FCA’) Listing Rules and the UK Corporate Governance Code (‘the Code’).
The Report is in two sections:
• the Annual report on remuneration which explains how we implemented our remuneration policy for the year ended 31 March 2015
and how we propose to implement it for the year ending 31 March 2016; and
• the Directors’ remuneration policy report which contains details of the remuneration policy approved by shareholders last year
and which applies until the 2017 AGM. This has been included for ease of reference only.
Shareholders will be invited to approve the Annual report on remuneration at the Company’s AGM on 22 July 2015.
This year has seen significant changes in our executive leadership team. At the 2014 AGM, Don Robert was appointed Chairman, Brian
Cassin was appointed Chief Executive Officer (‘CEO’) and Kerry Williams was appointed Chief Operating Officer (‘COO’). Lloyd Pitchford
joined as Chief Financial Officer (‘CFO’) on 1 October 2014. Given these changes, and the fact that Experian’s long-term incentive plans
(the ‘Plans’) were coming to the end of their ten-year cycle, the Committee felt it was appropriate to conduct a thorough review, to
consider whether the remuneration structure, and in particular the Plans, remain fit for purpose.
The new senior management team has reviewed the existing strategy of the business and clarified that their priority is to continue to focus
where Experian has clear strengths and deliver growth whilst driving operational efficiencies and performance improvements. In addition,
they are committed to optimising the capital allocation in the business by balancing investment with returns to shareholders.
The Committee’s view is that our Plans have been a significant underpin of the business strategy and Group performance over the past
nine years and they are well understood by our senior leaders. Given the support for our remuneration policy at the 2014 AGM, we believe
our shareholders share this view. Consequently, the Committee has decided that no changes to the framework of our Plans and our
remuneration policy are necessary. It is therefore proposing to seek shareholder approval for renewal of the Plans at the 2015 AGM.
Whilst the Plans will operate in the same way as before, we are proposing two minimal changes that are consistent with our policy, namely:
• the introduction of clawback provisions, in line with the revised 2014 Code, which will also apply to the annual bonus plan; and
• a minor adjustment to the profit before tax (‘PBT’) metric, whereby we will now measure growth in Benchmark PBT on a per share
basis. Whilst continuing to encourage profit growth, this will also reinforce the discipline of balancing growth investments against the
value of returning capital to shareholders and therefore enhance the alignment of management and shareholders’ interests.
These changes strengthen the alignment with both our business strategy and the shareholder experience, and support our philosophy
that executive directors should only benefit for delivering exceptional returns to shareholders.
In the context of the underlying performance of the Group (Benchmark PBT growth of 4% at constant currency), the Committee determined
that a bonus payout equivalent to 75% of salary (as against a maximum payout of 200%) was appropriate for the executive directors for the
year ended 31 March 2015. The executive directors have elected to defer 100% of their annual bonus for this year into the Co-investment
Plans (‘CIP’), which is a strong signal of their confidence in Experian and aligns their interests closely with those of shareholders.
Roger Davis – Chairman of Remuneration Committee
Current members
Roger Davis (Chairman)
Fabiola Arredondo
Jan Babiak
Alan Jebson
Deirdre Mahlan
George Rose
Judith Sprieser
Paul Walker
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Report on directors’ remuneration
•Report on directors’ remunerationGovernance