Experian 2013 Annual Report Download - page 64
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What did the Board do during the year?
The key corporate activities during the year, among which are activities which reflect the overall strategy of the Group and
were decided upon in the light of the Board’s risk appetite and risk management processes, were as follows:
Corporate governance report continued
Governance and risk
•Reviewed reports on risk and the
appropriateness of the financial
statements being prepared on a
going concern basis.
•Formalised the Group’s process
and procedures in relation to
compliance, including the role of the
Global Compliance Council, and the
approval of compliance policies.
•Received regular updates on
corporate responsibility issues, and
the annual environmental and health
and safety updates.
•Reviewed the findings of the 2012
Board evaluation, approved a set of
internal Board principles, approved
amendments to Board committee
terms of reference, authorised
potential conflicts of interest of
Board members and approved
the annual re-election of Board
members.
•Received details of share dealings
and external appointments of Board
members.
Corporate development
•Received an update at each Board
meeting on the pipeline of potential
corporate development activity.
•Approved the acquisition of a further
29.6% interest in Serasa S.A., the
market leading credit bureau in
Brazil, taking the Group’s holding to
99.6%.
•Concluded the formation of a joint
venture with Cerved Group SpA to
provide enhanced consumer credit
information services to the Italian
market.
•Approved the disposal of the Group’s
price comparison shopping business
(PriceGrabber) and North American
online lead generation activities.
•Conducted post-investment
reviews on the 2010 acquisitions
of the assets of Mighty Net (online
credit monitoring services) and
RentBureau (aggregation of rental
payment history data in the US).
Operational and financial
performance, including
monitoring
•Received operational and financial
updates from the Chief Executive
Officer and Chief Financial Officer
respectively at each scheduled
Board meeting.
•Reviewed monthly finance reports,
including details of performance
against budget and the Group’s
financial position.
•Approved the Group’s annual
report, full and half-year financial
results and made recommendations
regarding dividend payments.
•Approved the issue of US$600m
2.375% notes due 2017.
•Approved the Group’s budget for
2013/14, and received updates
on Group insurance and pension
arrangements.
Strategy
•Spent the annual ‘strategy day’
receiving presentations from the
Group’s senior leaders: these
included consideration of the
key strategic issues facing the
Group and potential growth areas.
•Received specific presentations on
new product and platform initiatives,
developing engagement with clients
and employees, potential new
verticals and financial analysis.
•Approved the Group’s strategy
for 2013/14.
Investor relations
•Received an investor relations
and media update at each Board
meeting.
•Reviewed draft analysts’ results
presentations, when reviewing
the Group’s full and half-year
financial results.
•Reviewed the results of the 2012
investor audit (see engagement with
shareholders and others section for
more detail).
•Through the Remuneration
Committee, engaged with top
shareholders on proposed
remuneration arrangements
for 2012/13.
Other
62 Experian Annual Report 2013 Governance