Experian 2016 Annual Report Download - page 62

It is the Board’s view that the Company has applied the principles and complied with the provisions of the UK Corporate Governance
Code (the ‘Code’) published in September 2014, throughout the year ended 31 March 2016.
The Corporate governance report, including the overview below, together with the Report on directors’ remuneration, explains how
the Company has applied the Code’s main principles and complied with its provisions during the year. The information required
by UK Financial Conduct Authority Disclosure and Transparency Rule (‘DTR’) 7.2 is set out on these pages and the Corporate
governance report, other than that required by DTR 7.2.6R, which is set out in the Directors’ report.
The main principles of the
UK Corporate Governance Code
How Experian has applied the principle
Section A: Leadership
A.1 The board’s role: The company should be
headed by an effective board which is collectively
responsible for the long-term success of
the company.
The Board meets sufficiently regularly to discharge its duties and has
a written schedule of matters reserved to it for decision. The Chairman
ensures that the Board agenda strikes the right balance between strategy,
commercial objectives and performance monitoring, and the Board
ensures that the necessary financial and human resources are in place.
A.2 Division of responsibilities: There should be a
clear division of responsibilities at the head of the
company between the running of the board and
the executive responsibility for the running of the
company’s business. No one individual should have
unfettered powers of decision.
The Chairman, Don Robert, is responsible for the leadership and
effectiveness of the Board, while the Chief Executive Officer, Brian
Cassin, is responsible for the day-to-day management of Experian.
A.3 The chairman: The chairman is responsible
for leadership of the board and ensuring its
effectiveness on all aspects of its role.
The Chairman sets the Board agenda, making sure to reflect the Board’s
priorities or concerns. He manages Board meetings and encourages
open and constructive debate on all agenda items, being clear about
avoiding any sense of group think.
A.4 Non-executive directors: As part of their role as
members of a unitary board, non-executive directors
should constructively challenge and help develop
proposals on strategy.
The Experian non-executive directors do this through the annual strategy
sessions, ongoing Board oversight and monitoring of performance,
increased focus on Experian’s competitive position, and the evaluation of
risk in the context of the Group’s strategy.
Section B: Effectiveness
B.1 The composition of the board: The board and its
committees should have the appropriate balance
of skills, experience, independence and knowledge
of the company to enable them to discharge their
respective duties and responsibilities effectively.
The Nomination and Corporate Governance Committee keeps Board
composition under regular review and, in the light of recent and
upcoming Board departures, is focused on ensuring that the Board has
the right skills, experience and knowledge (reflecting Experian’s main
geographies and focus areas), as well as appropriate diversity.
B.2 Appointments to the board: There should be a
formal, rigorous and transparent procedure for the
appointment of new directors to the board.
There is a well-established process for any new Board appointments,
and this is led by the Nomination and Corporate Governance Committee,
under the leadership of the Deputy Chairman, George Rose. This
Committee is supported by internal and external resource, as appropriate,
and its report sets out the process undertaken during the year for the
appointment of Luiz Fleury.
B.3 Commitment: All directors should be able to
allocate sufficient time to the company to discharge
their responsibilities effectively.
The expected time commitment of directors is set out on appointment
and is contained in letters of appointment. Board members also meet
with management and shareholders, prepare for meetings, make site
visits and receive business presentations. Any new commitments being
taken on are notified in advance to the Chairman, so he can take a view
on any potential impact on time commitment.
B.4 Development: All directors should receive
induction on joining the board and should regularly
update and refresh their skills and knowledge.
Experian is a complex business and it is important that Board members
are fully and properly inducted and immersed in all key areas. As such,
a tailored induction programme is in place for all new directors, and
highlights of Luiz Fleury’s induction (which would be typical) follow. The
Chairman discusses training and development requirements with each
Board member annually.
UK Corporate Governance Code
60 Governance •UK Corporate Governance Code