Experian 2016 Annual Report Download - page 72

Corporate governance report continued
Chairman and Chief Executive Officer
There is a clear division of responsibilities between the Chairman and the Chief Executive Officer. These responsibilities, which
have been formalised in writing, can be found on the Company’s website, www.experianplc.com, and are summarised below.
The Chairman, Don Robert, is responsible for the Board’s leadership and governance, ensuring its effectiveness, setting agendas,
ensuring that directors receive accurate, timely and clear information and that there is effective communication with shareholders.
He facilitates the effective contribution to the Board by the non-executive directors, and ensures constructive relationships
between the executive and non-executive directors. The Chief Executive Officer, Brian Cassin, is responsible for the day-to-day
operations of the business, in line with the strategy and commercial objectives agreed by the Board. He is also responsible for
promoting and conducting the affairs of the Company with the highest standards of ethics, integrity and corporate governance.
Chairman’s responsibilities include: Chief Executive Officer’s responsibilities include:
Running the Board effectively and ensuring that the
Board as a whole plays a full and constructive part in
developing and determining the Group’s strategy and
overall commercial objectives.
Running the Group’s business and developing the Group’s
strategy and overall commercial objectives.
Promoting the highest standards of integrity, probity and
corporate governance throughout the Group and particularly
at Board level.
Implementing, with the executive team, the decisions of the
Board, its committees and the principal subsidiaries.
Ensuring that the Board receives accurate, timely and clear
information on the Group’s performance and its issues,
challenges and opportunities.
Maintaining a dialogue with the Chairman on the important
and strategic issues facing the Group and ensuring that the
Chairman is alerted to forthcoming complex, contentious or
sensitive issues.
Ensuring effective communication with the Company’s
shareholders, including by the Chief Executive Officer, the
Chief Financial Officer and other executive management,
and ensuring that members of the Board develop an
understanding of the views of the Company’s major investors.
Leading the communication programme with shareholders.
Senior Independent Director
The Senior Independent Director is the
Deputy Chairman, George Rose. He
is available to meet shareholders who
have concerns that cannot be resolved
through discussion with the Chairman,
the Chief Executive Officer or the Chief
Financial Officer, or where such contact
is inappropriate.
Non-executive directors
Appointment
Non-executive directors are initially
appointed for a term of three years which
may, subject to satisfactory performance
and election or re-election by the
shareholders, be extended by mutual
agreement. They normally serve for a
maximum of nine years, through three
terms of three years each.
Meetings of non-executive directors
In addition to attending Board and
committee meetings, the non-executive
directors meet without the executive
directors present at the end of each
scheduled Board meeting. The non-
executive directors also met a number
of times this year with the Deputy
Chairman, and without the Chairman
present, and discussed matters
including the Chairman’s performance.
Independence
The Board considers each of the non-
executive directors to be independent in
character and judgment and that there
are no relationships or circumstances
that are likely to affect (or could appear
to affect) each director’s judgment.
70 Governance •Corporate governance report