Experian 2016 Annual Report Download - page 68

What did the Board do during the year?
The Board’s key activities during the year are set out below. These include activities related to the Group’s strategy, which the
Board decided on in light of its risk appetite and risk management processes.
Investor relations
• Received an investor relations and
media update at each Board meeting.
• Reviewed and discussed draft
full- and half-year financial results
presentations, for analysts and
institutional shareholders.
• Through the Remuneration Committee,
engaged with shareholders on
proposed remuneration arrangements
for 2015/16.
Corporate development
• Reviewed and discussed the
corporate development pipeline
at each Board meeting.
• Approved or noted the disposal of a
number of the Group’s businesses,
in line with the Group’s strategy of
focusing the portfolio.
• Disposals included FootFall, Baker
Hill, the Group’s consumer insights
businesses (Simmons and Hitwise),
and smaller businesses in Estonia,
Morocco and The Netherlands.
• Conducted post-investment reviews
on the 2013 acquisitions of Passport
Health, Pacific Micromarketing,
Decisioning Solutions, LeadSpend
and 41st Parameter.
Strategy
• Reviewed and discussed
presentations at the annual strategy
sessions, including consideration of
the Group’s objectives and priorities,
opportunities to drive growth, a
review of the Group’s financial
and capital structure, and culture
and talent.
• Received strategy presentations
on Driving for Growth, Marketing
Services, Consumer Services,
Health, Growth concepts and
Data Quality; and action plans for
foundational priorities and regional
growth agendas.
• Approved the Group’s strategy
for 2016/17.
Governance and risk
• Discussed regulatory matters with
the Group General Counsel at every
scheduled Board meeting, including the
client-related data security incident.
• Reviewed risk reports, the
appropriateness of preparing the
financial statements on a going concern
basis and the Audit Committee’s
advice on making a ‘fair, balanced
and understandable’ statement.
• Approved risk appetite statements
for the Group, reviewed the
recommendation of the Audit
Committee on the appointment
of KPMG as external auditor and
approved that appointment.
• Received regular updates on corporate
responsibility issues and the annual
environmental and health and safety
updates, and specific updates on the
UK Modern Slavery Act and the EU
Market Abuse Regulation.
• Reviewed Board evaluation findings
and agreed areas of focus, authorised
Board members’ potential conflicts
of interest and approved the annual
re-election of Board members.
• Received details of Board
members’ external appointments
and share dealings.
Operational and financial
performance, including monitoring
• Reviewed operational and financial
updates from the Chief Executive
Officer, the Chief Operating Officer
and the Chief Financial Officer at
each scheduled Board meeting, and
received updates on an ongoing
brand project.
• Reviewed monthly reports, including
details of performance against budget
and the Group’s financial position.
• Approved the Group’s Annual Report
and full- and half-year financial
results, and made recommendations
regarding dividend payments.
• Approved the entry into additional
bilateral borrowing facilities and
the US$200m increase to the
existing US$600m share
repurchase programme.
• Discussed and approved the Group’s
budget presentation for 2016/17 and
received updates on Group insurance
and pension arrangements.
• Approved a further capital investment
in the Group’s Australian credit
bureau business.
Other
Corporate governance report continued
66 Governance •Corporate governance report