Experian 2016 Annual Report Download - page 67

Board
Composition
The Board currently comprises the
Chairman, three executive directors
and six independent non-executive
directors, including a Deputy Chairman.
Biographical details of individual
directors are set out earlier.
Role
The Board sets the Group’s strategic
direction and ensures that we have
the necessary financial and human
resources to achieve our goals. In
January each year, senior management
presents the proposed strategy for the
following financial year to the Board. This
allows the Board to critically review the
proposed strategy with management
and, at the January Board meeting,
consider the strategy for approval. The
budget discussions in March ensure that
we have the right resources to deliver the
agreed strategy. The discussions also
include detailed focus on both regional
and global business budgets.
The Board also monitors management
and financial performance against the
Group’s goals. To enable it to do this,
the Board receives operational and
financial updates at every scheduled
Board meeting (including competitive
analysis), and receives performance
and operational updates between
meetings. The Board also conducts
post-investment reviews on an agreed
timeline, for any acquisitions it has
previously approved.
It is not appropriate for the Board to
be involved in managing the Group’s
day-to-day activities but it is accountable
to shareholders for delivering financial
performance and long-term shareholder
value. To achieve this, the Board has put
in place a framework of controls and
delegated authorities, which enables
the Group to appraise and manage risk
effectively, through clear and robust
procedures and delegated authorities.
In addition, the Board has reserved
certain key activities to itself for
decision, including:
Strategy and management –
approving and overseeing Experian’s
long-term objectives and commercial
strategy, ensuring that the necessary
financial and human resources are in
place to meet the objectives.
Management oversight – reviewing
operating, financial and risk performance.
Regulatory and statutory activity –
including approving the Group’s
results, key stakeholder documents
and dividends.
Finance and treasury – approving
the framework for the Group’s
finance, banking and capital
structure arrangements.
Appointments – approving
appointments, on the Nomination
and Corporate Governance
Committee’s recommendation.
Approval of Group policies – including,
for example, an anti-corruption policy,
a share dealing policy, a gifts and
hospitality policy, a global code of
conduct, a global compliance policy and
a tax policy.
Board meetings
The Board meets regularly and on
an ad hoc basis when required. Each
scheduled meeting is normally held
over two or three days, with Board
committee meetings also taking place
during this time. This structure enhances
the effectiveness of the Board and
its committees.
The Board holds at least one overseas
meeting each year, which allows
management across the Group to
present to the Board and to meet the
directors informally. In September 2015,
the Board spent three days in São Paulo,
Brazil, and held Board and committee
meetings during the visit. In March 2016,
the Board spent time in Nottingham,
United Kingdom, for a site visit and
business presentations.
Attendance at Board and principal committee meetings
Board
Nomination
and Corporate
Governance
Committee
Remuneration
Committee
Audit
Committee
Current directors
Don Robert 5/6 (83%) 3/4 (75%) n/a n/a
Brian Cassin 6/6 (100%) n/a n/a n/a
Lloyd Pitchford 6/6 (100%) n/a n/a n/a
Kerry Williams 6/6 (100%) n/a n/a n/a
Roger Davis 6/6 (100%) 4/4 (100%) 4/4 (100%) 5/5 (100%)
Luiz Fleury (from 8 September 2015) 4/4 (100%) 2/2 (100%) 3/3 (100%) 4/4 (100%)
Deirdre Mahlan 6/6 (100%) 4/4 (100%) 4/4 (100%) 5/5 (100%)
George Rose 6/6 (100%) 3/4 (75%) 4/4 (100%) 4/5 (80%)
Judith Sprieser 6/6 (100%) 4/4 (100%) 4/4 (100%) n/a
Paul Walker 6/6 (100%) 4/4 (100%) 4/4 (100%) 5/5 (100%)
Past directors
Fabiola Arredondo (to 31 January 2016) 5/5 3/3 3/3 4/4
Jan Babiak (to 13 January 2016) 4/4 3/3 2/2 3/3
Alan Jebson (to 22 July 2015) 2/2 1/1 0/1 1/1
65Governance •Corporate governance report