Experian 2016 Annual Report Download - page 71

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Board support
The Group Corporate Secretariat,
under the leadership of Charles Brown,
the Company Secretary, provides
administrative and logistical support to
the Board. The Company Secretary is
also responsible for:
• corporate governance, statutory and
listing, prospectus, and disclosure
and transparency rules compliance
and reporting;
• shareholder services; and
• corporate responsibility.
He is secretary to the Board, its
principal committees and the Global
Strategic Projects Committee, and is
a member (and secretary) of the
Group Operating Committee.
All directors receive financial and
operational information each month, to
help them discharge their duties. Board
papers are circulated at least a week
ahead of each Board meeting, to ensure
directors have time to review them
before meetings.
Directors have access to independent
professional advice at the Company’s
expense, if they consider it appropriate.
No director obtained any such advice
during the year ended 31 March 2016.
Induction and training
There is an induction programme for
all new non-executive directors. Luiz
Fleury’s induction programme during the
year comprised the following corporate
and business/operational sessions:
Corporate – this included focused
briefings on: strategy and Group history;
a financial, budget and capital strategy
overview; strategic planning, corporate
development and competition; legal,
regulatory and government affairs; risk;
information security and technology;
corporate responsibility; remuneration,
talent and people; audit; market-facing
issues, media views and investor
relations matters; and corporate
governance. The relevant corporate
executives provided the induction, and
meetings were also held with the external
auditor and lead external counsel.
Business/operations – this included:
a global sales overview; a customer
service briefing; a data centre tour; a UK
and Ireland strategic development and
financial overview; and Credit Services,
Marketing Services, Decision Analytics,
Consumer Services, 41st Parameter,
Business Express and Mosaic business
overviews and product demonstrations.
The Board also received the following
training and updates during the year:
São Paulo, Brazil – alongside the
Board and committee meetings in
September 2015, the Board received a
comprehensive update on the Group’s
Latin American businesses, including
updates on a sales transformation
programme, operational efficiencies,
positive data, new product initiatives, the
competitive landscape, the regulatory
environment and culture and talent.
Nottingham, United Kingdom –
in March 2016, the Board visited our
operational headquarters in Nottingham
where senior leaders of the Group’s
UK and Ireland business briefed the
Board on a number of important areas,
including: the changing competitive
environment for Experian in the UK; risk
and regulatory issues facing the Group;
customer needs and expectations; and
people, culture and the operating model.
A number of product demonstrations
were also provided to Board members.
Other – the Board also received
technical and development updates,
as well as briefings during the year on
matters including: health and safety; the
Experian brand; the Group’s Consumer
Services business; pensions; and
compliance. External advisers and
clients also briefed Board members on
information security matters and client
perspectives in Latin America.
Conflicts of interest
The Company’s articles of association
allow the Board to authorise actual
or potential conflicts of interest. The
authorisation procedure involves Group
Corporate Secretariat issuing guidance
and a questionnaire each August, asking
directors to identify any conflicts or
potential conflicts, which the Board then
considers at its September meeting. In
addition, directors are expected to advise
the Company Secretary of any actual or
potential conflicts as soon as they arise,
so the Board can consider them at the
next available opportunity. In the Board’s
view, this procedure operated effectively
during the year under review.
Balance of executive and
non-executive directors
at 31 March 2016
Chairman
Executive
Independent non-executive
Length of tenure of directors
at 31 March 2016
0–5 years
Over 5 years
69Governance •Corporate governance report