Experian 2016 Annual Report Download - page 105

The directors present their report and
the audited financial statements for the
year ended 31 March 2016.
Report layout
The presentation of information within
this report has been reviewed and the
format has been amended this year
to provide the information in a more
structured manner.
The Corporate governance report
and the Shareholder and corporate
information form part of this Directors’
report. The Strategic report contains
certain information equivalent to that
required in this Directors’ report.
Financial and
operational information
Results and dividend
The Group income statement
shows a profit for the year ended
31 March 2016 of US$752m
(2015: US$772m). The directors have
announced the payment of a second
interim dividend, in lieu of a final dividend,
of 27.50 US cents per ordinary share
(2015: 27.00 US cents) to be paid on
22 July 2016 to shareholders on the
register of members on 24 June 2016.
A first interim dividend of 12.50 US cents
per ordinary share was paid on
29 January 2016, giving a total dividend
for the year of 40.00 US cents per ordinary
share (2015: 39.25 US cents).
Research and development
Research and development plays a key
role in supporting Experian’s activities.
Details of such activities are given in the
Strategic report.
Disposal of businesses
Information in respect of the disposal
of businesses during the year is
contained in note 13 to the Group
financial statements.
Post balance sheet events
Details of events occurring after the
end of the reporting period are
contained in note 42 to the Group
financial statements.
Share capital
Details of the Company’s share capital
and changes during the year ended
31 March 2016 are set out in note P to
the Company financial statements.
Financial risk management,
objectives and policies
As indicated in the Financial review
within the Strategic report, descriptions
of the use of financial instruments
and Experian’s treasury and risk
management objectives and policies
are set out in note 7 to the Group
financial statements.
Political donations
Experian did not make any political
donations during the year ended
31 March 2016.
Going concern
Details of the adoption of the going
concern basis in preparing the Group
financial statements are set out in
note 2 to the Group financial statements
and are incorporated into this report
by reference.
Directors
Information on directors holding
office in the year
The directors’ names, biographical
details and key skills and experience are
shown in the Board of directors section.
Luiz Fleury was appointed as a non-
executive director on 8 September 2015.
Alan Jebson retired as a non-executive
director on 22 July 2015, and Jan
Babiak resigned and Fabiola Arredondo
stepped down as non-executive
directors on 13 January 2016 and
31 January 2016 respectively.
Particulars of directors’ remuneration,
service contracts and interests in the
Company’s ordinary shares are shown in
the Report on directors’ remuneration.
There were no changes in the directors’
interests in the ordinary shares between the
end of the financial year and 10 May 2016.
In line with the UK Corporate
Governance Code, all directors (with
the exception of Judith Sprieser, who
will retire from the Board with effect
from the conclusion of the 2016 AGM
on 20 July 2016), being eligible, will
offer themselves for election or re-
election at the 2016 AGM. An evaluation
of the performance of the Board, its
committees and individual directors was
carried out during the financial year.
The Board is satisfied that all directors
contribute effectively and demonstrate
commitment to their roles. The
Corporate governance report contains
further details of the evaluation process.
Insurance and third-party
indemnification
During the year and up to the date of
approval of this Annual Report, the
Company maintained liability insurance
and third-party indemnification
provisions for its directors and officers.
Appointment and removal
of directors
Both the Company, by ordinary
resolution, and the directors may
elect any person to be a director.
The number of directors shall not exceed
the maximum number fixed by the
Company’s articles of association. Any
person appointed by the directors shall
only hold office until the next AGM and
shall then be eligible for election. The
office of a director shall be vacated on
the occurrence of any of the events listed
in article 92 of the Company’s articles
of association. The Company may, in
accordance with its articles of association,
remove any director from office and elect
another person in their place.
Annual General Meeting
The Company’s 2016 AGM will be held
at The Merrion Hotel, Upper Merrion
Street, Dublin 2, D02 KF79, Ireland,
at 9.30am on Wednesday 20 July 2016.
Shareholders who are unable to attend
may submit questions beforehand via
email to [e-mail]
or on the prepaid card sent to
shareholders with the notice of meeting.
The questions will be addressed at the
meeting, via the Company’s website at
www.experianplc.com or individually
as appropriate. The notice of meeting
has been circulated to shareholders
and can also be viewed on the
Company’s website.
Directors’ report
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103Governance •Directors’ report