Corporate governance involves setting appropriate strategic aims for Experian, providing the leadership and resources to put them into effect, while striking the right balance between risk and long-term value creation for all of our stakeholders.
UK Corporate Governance Code
It is the Board's view that the Company has complied with the principles and provisions of the UK Corporate Governance Code (‘Code') throughout the year ended 31 March 2014. In January 2014, the Board announced the appointment of the current Chief Executive Officer as Chairman with effect from July 2014. The Code (A.3.1) states that a chairman should on appointment be deemed to be independent and that a chief executive should not go on to be chairman of the same company. However, the Code goes on to state:
"If exceptionally a board decides that a chief executive should become chairman, the board should consult major shareholders in advance and should set out its reasons to shareholders at the time of the appointment and in the next annual report."
The Board confirms that, in line with the Code, extensive consultations were held with shareholders in advance of the appointment and that it has set out the reasons behind the appointment to shareholders both at the time of the appointment and in this annual report.
A detailed corporate governance report can be found in our Annual Report 2014.
The Board currently comprises the Chairman, two executive directors and eight independent non-executive directors, including a Deputy Chairman. Lloyd Pitchford has been appointed as Chief Financial Officer, and will join in September 2014.
You will find biographical details of all the current directors, including details of their key skills and experience in our Annual Report 2014.
What is the Board's role?
The Board sets Experian'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 Experian has the right resources to deliver the agreed strategy, and include detailed focus on both regional and global business line 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, and receives financial updates between meetings. The Board also receives post-investment reviews on an agreed timeline, for any acquisitions it has approved.
It is not possible, or correct, for the Board to be involved in managing the Group's day-to-day activities. However, the Board 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, 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 – approval and oversight of 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 – review of operating, financial and risk performance.
Regulatory and statutory activity – including approval of the Group's results, key stakeholder documents and dividends.
Finance and treasury – approval of the framework for the Group's finance, banking and capital structure arrangements.
Appointments – approval of appointments, on the Nomination and Corporate Governance Committee's recommendation.
Approval of Group policies – including, for example, an anti-corruption policy, a gifts and hospitality policy, a global code of conduct and a global compliance policy.
Chairman and Chief Executive Officer
There is a clear separation of the roles of the Chairman and the Chief Executive Officer which is set down in writing. The Chairman's primary role is the running of the Board, while the Chief Executive Officer's primary role is the running of the Group's businesses and the development and implementation of strategy. Don Robert succeeded Sir John Peace as Chairman and Brian Cassin succeeded Mr Robert as Chief Executive Officer, both with effect from 16 July 2014. Mr Robert is a non-executive Chairman, and the existing written separation of the roles of the Chairman and the Chief Executive Officer remains in force.
Senior Independent Director
The Senior Independent Director is the Deputy Chairman, George Rose. The Senior Independent Director 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.
Board committee reports
The principal Board committees are the Nomination and Corporate Governance Committee, the Remuneration Committee and the Audit Committee. The committees operate within defined terms of reference which cover the authority delegated to them by the Board, and details of their membership and terms of reference can be found in the Board committees section of the website.