Corporate governance

The Company is led by an effective and committed Board, which is collectively responsible for the long-term success of the Company. The Board’s role is to provide entrepreneurial leadership, and it sets the Company’s purpose, strategy and values, ensuring these are aligned with our culture. The Board is responsible for monitoring progress towards Experian’s strategic objectives, approving proposed actions and ensuring the necessary resources are available for long-term sustainable success, to generate value for shareholders and contribute to wider society. The Board is supported by its committees, the executive directors, principal subsidiaries and the Group Operating Committee, while retaining exclusive control and oversight over the decisions set out in the Schedule of Matters Reserved to the Board.

The Board sets the Group strategy, and there is a process in place to support this. The Board also reviews and sets the Group’s budget for the forthcoming financial year, and the diagram also outlines the key steps in that process. The Group’s strategy remains consistent, and we continue to aim to deepen Experian’s position in our markets and open up new value pools. We have received notable recognition for our people, our culture, our products, and the positive impact we make on the societies where we operate, and we remain very confident in Experian’s long-term prospects. The strategic actions we have taken in prior years to build a stronger and more advantaged business have set us up well to navigate good and challenging times alike. We have made strong progress in all our businesses and regions, and we continue to be uniquely placed to improve financial inclusion in our markets, bring financial power to all, and create a better tomorrow for consumers, for businesses, for our people and for our communities.

During the financial year

• The Chief Executive Officer (CEO) updates the Board at every scheduled meeting on operational, financial, business, and any relevant strategic and budget matters
• The Board is provided with details of Group and regional performance, and accompanying underlying narrative
• The Board continually monitors management and financial performance on the Group’s objectives. Before scheduled meetings, the Board receives updates on operational and financial matters, as well as any strategic or major initiatives underway
• Relevant senior management attend Board meetings when required to give in-depth updates either on regional or Group operational or functional matters, including strategic and budgetary matters
• The Board receives relevant between meeting updates, to allow for appropriate oversight and monitoring, and the Board also conducts post-investment reviews on an agreed timeline (for example in relation to any acquisitions it has previously approved)
• During the year, there is detailed review of strategic and budgetary plans, and financial planning and prioritisation continues

June to December

• A strategy summit considers priorities and commences development of the Group’s strategy. A Group Operating Committee off-site meeting is held to focus on key strategic issues
• Mid-year Board review of strategic progress, including an update on the strategy summit and off-site key themes
• Group Operating Committee and leadership meetings to review strategy, and internal refinement and costing of plans and prioritisation of opportunities continues
• The Board received and discussed a detailed Government and Regulatory Affairs update in Dublin, Ireland in July 2023. The Director of Government and Public Affairs, UK and Ireland, Senior Vice President, Government Affairs, North America, and the Group General Counsel provided the update, and it included details of the team structure, regulatory and legislative risks, thoughts regarding Generative Artificial Intelligence (GenAI), and updates on the global political outlook as it relates to Experian
• In September 2023, the Board travelled to the UK and visited our London office. The Board reviewed the EMEA and Asia Pacific regional strategy with management, and met colleagues

January

• Two-day Board strategy sessions are held with the Group Operating Committee and senior leaders. In January 2024, the sessions were held over two days at our North America operational headquarters in Costa Mesa, California, USA
• The Board sessions include extensive strategy discussions with regional and Group operational and functional leaders and their teams, which help the Board support and monitor ongoing strategy roll-out
• Sessions in January 2024 included Experian Software Solutions, North America and Brazil regional updates, including Consumer Services, and North America Financial Services and Employer and Verification Services. The Board also reviewed the Technology Strategy and received a strategic update on the Group’s activities concerning Artificial Intelligence (AI)
• The strategic framework considered by the Board also includes the foundations that allow us to achieve our growth aspirations, for example, embedding a high-performance culture, and ensuring sustainability through strong client relationships and continued investment in product innovation
• The Board approves the Experian strategy in January

March

• As part of the budget process, the Board reviews the Group budget, to support having the correct resources in place to execute the agreed Group strategy. Discussions include detailed focus on both regional and global business budgets
• The Board continually monitors management and financial performance against the Group’s objectives
• The Board approves the budget for the forthcoming financial year in March
• In March 2024, the Board travelled to the UK and visited our London office. The Board reviewed the UK and Ireland regional strategy with management, and met colleagues
• The Board also received and discussed an environmental, social and governance (ESG) strategic update with the Chief Sustainability Officer in March 2024 (including details of how we operationalise our ESG strategy, continue to make progress across the breadth of ESG, and ensure we have strong execution plans to achieve our existing commitments)

The Board delegates management of the Group’s day-to-day activities but is accountable to shareholders for financial performance and creating long-term shareholder value. To achieve this, the Board has put in place a framework of controls, including clear and robust procedures and delegated authorities, which enables the Group to appraise and manage risk effectively. You can read about the Board’s procedures for managing risk (including emerging risks), overseeing the internal control framework, and determining the nature and extent of the principal risks the Company is willing to take to achieve its strategic objectives, in the Risk management and internal control systems section of the 2024 Annual Report.

In addition, the Board has reserved decisions about certain key activities to itself, including:

Strategy and management – approval and oversight of Experian’s long-term objectives and commercial (and ESG) strategy, approval of annual operating and capital expenditure budgets, and oversight and monitoring of operations.

Structure and capital/Financial reporting and controls/Risk management – changes in the Group capital or corporate structure. Approval of the Group’s results, dividends, dividend policy, significant changes in accounting policy, tax policy and treasury policy.

Contracts – approval of major or strategic capital projects, and of major acquisitions, disposals and investments.

Board membership/Delegation of authority/Corporate governance/Policies – approval of changes to Board composition, ensuring adequate succession planning, reviewing reports from Board committees, reviewing governance arrangements, and approval of various policies.

Communication – approval of key stakeholder documents, circulars, prospectuses, and reviewing investor sentiment.

There is a clear division of responsibilities between the Chair and the Chief Executive Officer. The Chair is primarily responsible for the Board’s leadership and governance, ensuring its effectiveness, setting agendas, ensuring that directors receive accurate, timely and clear information, and ensuring that there is effective communication with shareholders.

He facilitates the non-executive directors’ effective contribution to the Board, and ensures constructive relationships between the executive and non-executive directors.

The Chief Executive Officer, Brian Cassin, is responsible for the Group’s day-to-day business, in line with the strategy, risk profile, objectives and policies set by the Board and its committees. He is accountable to the Board for the Group’s development and its operations.

A copy of the division of responsibilities can be found here. 

The Senior Independent Director, Alison Brittain, is responsible for providing support and guidance to the Chair and serves as a trusted intermediary for the other directors. She is available to meet shareholders who have concerns that cannot be resolved through discussion with the Chair, the Chief Executive Officer or the Chief Financial Officer, or where such contact is inappropriate. A copy of the specific provisions of the UK Corporate Code applicable to Alison’s role can be found here.

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.

The Board is committed to the highest standards of corporate governance and, for the year ended 31 March 2024, the Company complied with all the provisions of the UK Corporate Governance Code published in July 2018.

A detailed corporate governance report can be found in our 2024 Annual Report.