Experian 2016 Annual Report Download - page 107

Purchase, cancellation and
holdings of own shares
The existing authority for the Company to
purchase its own shares was given at the
AGM held on 22 July 2015. It permits the
Company to purchase 98,516,227 of its
own shares in the market.
On 10 November 2015, the Company
announced the extension of its US$600m
shares repurchase programme
announced on 28 January 2015
by US$200m. The repurchases are
to be carried out pursuant to and in
accordance with the authority conferred
by the Company’s shareholders at
the 2015 AGM. The announcement
in November 2015 indicated the
intention that shares repurchased after
10 November 2015 under the programme
would be cancelled.
During the year ended 31 March 2016,
the Company purchased 29,612,926 of
its own shares, at a cost of US$533m (of
which 13,638,278 shares were purchased
before the 2015 AGM). On 15 May
2015, 1,806,546 ordinary shares in the
Company were transferred from treasury
to RBC cees Trustee Limited, the
administrator of Experian’s share plans,
for nil consideration, to be used to meet
obligations under employee share plans.
No shares have been purchased by the
Company since 31 March 2016.
As at the date of approval of this Annual
Report the Company (1) holds 63,164,322
(2015: 46,233,732) of its own shares
as treasury shares, and (2) had an
unexpired authority to purchase up to
82,541,579 of its own shares.
Details of the new authority being
requested at the 2016 AGM are
contained in the circular to shareholders,
which accompanies this Annual Report
and is available on the Company’s
website at www.experianplc.com.
Details of the shares in the Company
purchased by and held under The
Experian plc Employee Share Trust and
the Experian UK Approved All-Employee
Share Plan are set out in note Q to the
Company financial statements.
Significant agreements –
change of control
The Group is party to a number of
agreements that take effect, alter,
terminate, or have the potential to do
so, upon a change of control of the
Company following a takeover bid.
These agreements are as follows:
• The Group’s banking facilities contain
provisions which, in the event of a
change of control, could result in their
renegotiation or withdrawal.
• The Group’s Senior Notes and
Euronotes allow holders to require
repayment of the notes, if a rating
agency re-rates the notes to below
investment grade, following a change
of control.
• All of Experian’s share-based
employee incentive plans contain
provisions relating to a change of
control. Outstanding awards and
options would normally vest and
become exercisable, subject to
satisfaction of any performance
conditions at that time.
• The Group is party to a limited
number of operational arrangements
which can be terminated or
altered upon a change of control
of the Company, but these are
not considered to be individually
significant to the Group’s business
as a whole. In certain cases, it is
considered that their disclosure
would be seriously prejudicial to
the Company.
Employment information
Employment of people
with disabilities
People with disabilities have equal
opportunities when applying for
vacancies. In addition to complying
with legislative requirements, the Group
has procedures to ensure that it treats
disabled employees fairly and carefully
manages their training and career
development needs. The policies are
considered to operate effectively. The
Group supports employees who become
disabled during the course of their
employment, by offering re-training or
re-deployment, to enable them to remain
with the Group whenever possible.
Employee involvement
Experian is committed to employee
involvement throughout the business.
The Group is intent on motivating staff,
keeping them informed on matters that
concern them in the context of their
employment, and involving them through
local consultative procedures. Where
there are recognition agreements with
trade unions, the consultation process
is established through national and local
trade union representatives and through
joint consultation committees.
Employees are kept well informed on
matters of interest and the financial
and economic factors affecting the
Group’s performance. This is done
through management channels,
conferences, meetings, publications
and intranet sites. More detail on
employee engagement, together with
information on diversity, succession
planning and talent development,
can be found in the Our people section
of the Strategic report.
Experian supports employee share
ownership by providing employee share
plan arrangements, which are intended
to align employees’ interests with those
of shareholders.
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105Governance •Directors’ report