Experian 2016 Annual Report Download - page 104

Element and link
to strategy
Operation Maximum potential
value and payment at target
Performance metrics,
weightings, relevant time
period and clawback
Share Option Plan (‘SOP’)
Provides focus
on increasing
Experian’s share
price over the
medium to
longer term.
Options are granted with an exercise
price equivalent to the market value of
an Experian share at the date of
grant. These vest subject to achieving
performance targets that are tested over
a three-year period and are exercisable
for a seven-year period thereafter.
No option grants have been made since
2009 and the Committee has agreed that
no further awards will be made, unless
warranted by exceptional circumstances
such as recruitment.
Normal maximum awards are
200% of salary. However, the rules
of the SOP allow awards of up to
400% of salary.
Minimum vesting of awards is zero.
Nothing vests for below-target
performance.
For target performance,
25% of the options vest.
For maximum performance,
100% of the options vest.
The vesting of options
is based on financial
performance targets.
Clawback provisions apply.
Chairman and non-executive director (‘NED’) fees
Attract
individuals with
a broad range
of experience
and skills, to
oversee the
implementation
of our strategy.
The Chairman is paid a fee in equal
instalments. The Group may provide the
Chairman with a limited range of benefits
such as a company car or allowance,
healthcare and tax advice.
The NEDs are paid a basic fee plus
additional fees for chairing a Board
Committee and for the role of Deputy
Chairman / Senior Independent Director.
NED fees are paid in equal instalments
during the year.
NEDs receive an additional fee where
attendance at Board meetings involves
intercontinental travel from their home
location. The Company may settle any tax
due on travel expenses incurred by the
Chairman and NEDs.
The Committee sets the
Chairman’s fees and benefits at
a level it considers appropriate,
against comparable roles in
similar companies.
NED fees are set by the Board
as a whole.
Fees are normally reviewed
every two years, against those of
Chairmen and NEDs in companies
of similar size, international reach
and complexity.
No performance-related
arrangements are in
place for the Chairman
or the NEDs.
Notes
The remuneration policy for executive directors, and for around 800 members of our senior management, is more heavily weighted
towards variable pay than for other employees. This makes the greater part of their remuneration conditional on successfully
delivering our business strategy and, in turn, high levels of corporate performance and shareholder returns. This underpins the
link between creating value for shareholders and the pay of our most senior leaders.
The performance measures used in the annual bonus and the long-term incentive plans are all financial or share-based. The
performance-management process, which we use throughout Experian, assesses executives against both financial and non-
financial objectives. Performance against these individual objectives ultimately supports our financial performance, so the
Committee believes it is appropriate that financial metrics remain the key measures. These seek to ensure the underlying
financial performance of the business, while clearly aligning the interests of shareholders and executive directors.
On behalf of the Remuneration Committee
Charles Brown
Company Secretary
10 May 2016
Directors’ remuneration policy continued
102 Governance •Report on directors’ remuneration