Experian 2016 Annual Report Download - page 99
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The Remuneration Committee (not audited)
All of our non-executive directors are members of the Committee and met four times during the year ended 31 March 2016.
All of the Committee’s members are considered to be independent non-executive directors in accordance with the Code.
The Committee’s terms of reference can be found at www.experianplc.com/about-us/corporate-governance/board-committees/.
The Committee’s roles and responsibilities
• To recommend to the Board senior management remuneration policy and the Chairman’s remuneration.
• To determine individual remuneration packages for executive directors and certain senior executives.
• To communicate with shareholders on remuneration policy.
• To make recommendations to the Board on the design of the Group’s short- and long-term incentive plans.
• To oversee the Group’s executive pension arrangements.
Committee activities
During the year, the Committee:
• Reviewed the 2015 draft Report on directors’ remuneration.
• Agreed the renewal of the Company’s long-term incentive plans to be put to a shareholder vote at the 2015 AGM.
• Considered the Company’s approach to disclosure of annual bonus targets.
• Initiated and reviewed feedback from a May 2015 shareholder consultation exercise, concerning the proposed
performance measures, targets and renewal of the Company’s long-term incentive plans and the introduction of
clawback and malus provisions.
• Approved the proposed remuneration arrangements for operational leadership (including the Chief Operating Officer),
functional leadership (including the Chief Financial Officer), the Group HR Director and the Chief Executive Officer.
• Received updates on the Company’s long-term incentive plans, including in respect of performance conditions, current
executive remuneration trends (including a market overview), matters for the Group to consider in 2017, and pension matters.
• Agreed: the 2015 bonus outcome; 2016 bonus targets; targets for long-term incentive awards; the participants for certain
long-term incentive plans; to make share plan awards; and recruitment matters in respect of senior hires.
• Initiated the invitation to employees to participate in the 2015 Sharesave plan, and received an update on participation rates.
• Reviewed the Committee’s performance and terms of reference.
97Governance •Report on directors’ remuneration