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•  Corporate governance statement
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•  Statement of directors' responsibilities

Corporate governance statement

As the Combined Code states, boards should set the values and standards for a company. Experian’s board is committed to the highest standards of corporate governance and believes that such standards, which apply equally to Experian’s directors and employees, are critical to business integrity, performance and to maintaining investors’ trust in Experian.

The Combined Code on Corporate Governance

The Combined Code on Corporate Governance published by the UK Financial Reporting Council in June 2006 sets out guidance on how companies should be directed and controlled to ensure good governance practice and is applicable to this reporting period. The Financial Services Authority requires companies listed in the UK to disclose, in relation to Section 1 of the Combined Code, how they have applied its principles and whether they have complied with its provisions throughout the accounting year. This statement sets out details of how the Company has applied the principles and complied with the provisions of the Combined Code during the year ended 31 March 2009. Further information on the Combined Code can be found on the Financial Reporting Council’s website www.frc.org.uk.

Statement of compliance

It is the board’s view that the Company has been compliant with the provisions set down in Section 1 of the Combined Code throughout the year ended 31 March 2009.

The board

The directors have responsibility to the Company’s shareholders for ensuring that the Company is appropriately managed and that it achieves its objectives. The board meets regularly to determine the Company’s strategic direction, review the Company’s operating and financial performance and oversee that the Company is adequately resourced and effectively controlled. The specific duties of the board are clearly set out in a formal schedule of matters reserved to the board for decision. There is a wide range of corporate governance issues and items that are specifically reserved for decision by the board. Matters requiring board approval include:

• The Group’s long-term objectives and commercial strategy.
• The annual operating and capital expenditure budgets and any material changes to them.
• Acquisitions, disposals and other transactions above delegated limits.
• Major changes to the Group’s capital structure, corporate structure, or any changes to the Company’s listing or its status as a public limited company.
• Announcements of half-yearly and preliminary results and interim management statements.
• Dividend policy.
• Treasury policy, including entry into banking facilities, foreign currency exposure and the use of financial derivatives.
• Shareholder documentation.

The full schedule of matters reserved to the board is available from the Company Secretary on request and on the Experian website www.experianplc.com.

One of the Group’s key internal governance documents is the Global Delegated Authorities Matrix. This draws together the schedule of matters reserved to the board, the terms of reference for the board committees as well as authority levels for the Group’s principal operating subsidiaries, directors and senior executives. For those matters not specifically reserved to the board, the Matrix prescribes the cascade of authorities delegated throughout the Group by respective Group companies, together with the monetary limits of the delegations. Responsibility for approval of smaller acquisitions, disposals and other transactions has been delegated by the board to its principal operating subsidiaries. Approval of capital expenditure and revenue expenditure (within defined monetary limits) has also been delegated to the principal operating subsidiaries. The Company Secretary ensures that, at each of its meetings, the board receives reports on the activities of its committees and copies of minutes of the meetings of the principal operating subsidiaries to monitor the exercise of the delegations.

The board and its committees operate in line with an agreed work plan. The January meeting focuses on strategy, the March meeting deals with the approval of operating budgets for the coming financial year and the May and November meetings cover the consideration of the annual financial statements and the half-yearly financial report respectively. The Chief Executive Officer and the Chief Financial Officer provide reports at all scheduled board meetings and senior executives below board level are often invited to make presentations to the board and participate in certain aspects of the strategy and budget reviews.

The directors

The board currently comprises the Chairman, the Chief Executive Officer, the Chief Financial Officer, the President and Chief Operating Officer and six independent non-executive directors. It is the current intention of the board to appoint an additional non-executive director at an appropriate time. Each non-executive director serves for a fixed term not exceeding three years that may be renewed by mutual agreement. Subject to the board being satisfied with a director’s performance, independence and commitment, each non-executive director may normally serve a maximum of three terms of three years.

Each director is required to have been elected by shareholders at the annual general meeting following his/her appointment by the board. Additionally, each director must be re-elected at least once every three years. The board’s policy is to appoint and retain non-executive directors who can apply their wider knowledge and experiences to their understanding of the Group. Experian’s non-executive directors are experienced and influential individuals from a range of industries and countries and, together, they bring an objective viewpoint and range of experience to the Company which ensures that no individual or group of individuals is able to dominate the board’s decision-making. In addition to their strengths of experience, diversity and an international perspective, the board also seeks to comply with the requirements of the Combined Code on the independence of non-executive directors.

The Chairman and the Chief Executive Officer

The respective roles of the Chairman and Chief Executive Officer are clearly established, set out in writing and agreed by the board. The Chairman’s priority is the management of the board and the Chief Executive Officer’s primary role is the running of the Company’s businesses and the development and implementation of strategy. The Chairman’s commitment to the Company is two to three days per week and his main interests outside the Company are set out in his biographical details. The board believes that the Chairman continues to be able to carry out his duties and responsibilities effectively for the Company.

Senior Independent Director

Under the Combined Code the board appoints one of the non-executive directors to act as senior independent director. The main responsibility of the Senior Independent Director is to be available to shareholders should they have concerns that they have been unable to resolve through normal channels, or when such channels would be inappropriate. The Senior Independent Director is also responsible for leading the board’s discussion on the Chairman’s performance and the appointment of a new chairman, when appropriate. Sir Alan Rudge served as Senior Independent Director throughout the year ended 31 March 2009.

Company Secretary

All directors have access to the advice and services of the Company Secretary, whose appointment and removal may be effected only with board approval. He is responsible for ensuring board procedures are followed and for advising the board, through the Chairman, on governance matters.

Board meetings and directors’ attendance

The Company requires all directors to devote sufficient time to the work of the board and, wherever possible, to attend the meetings of the board and the committees on which they serve. In addition to the annual general meeting (which all directors attended), the board had six scheduled and one ad-hoc meeting during the year ended 31 March 2009. For each scheduled board meeting, the directors meet over either a two or three day period and board committee meetings are also held during the time they are together. Structuring the board and committee meetings in this way enhances the effectiveness of the board and its committees; for details of board and committee meetings and their attendance by board members please see the table below.

In January and March 2009, the Chairman and the non-executive directors met as a group without the executive directors present. At the end of the January 2009 meeting, the Chairman withdrew so that, under the leadership of the Senior Independent Director, the non-executive directors had the opportunity to discuss any appropriate issues and appraise the Chairman’s performance, taking account of the views expressed by the executive directors. Going forward, the Chairman and the non-executive directors intend to normally meet as a group without the executive directors present at the end of each scheduled board meeting.

Independence

The Combined Code requires that at least half the board, excluding the Chairman, should comprise independent non-executive directors as determined by the board. It is the board’s view that an independent non-executive director needs to be able to present an objective, rigorous and constructive challenge to management, drawing on his/her wider experiences to question assumptions and viewpoints. To be effective, an independent director needs to acquire a sound understanding of the industry and the Group so as to be able to evaluate properly the information provided. Having considered the matter carefully, the board is of the opinion that all of the current non-executive directors are independent and free from any relationship or circumstances that could affect, or appear to affect, their independent judgement. Accordingly, over half of the directors, excluding the Chairman, are considered independent non-executive directors.

Re-election

Each of the directors being proposed for re-election at the 2009 annual general meeting has been subject to a performance evaluation during the year ended 31 March 2009.

Information flow

Directors are fully briefed in advance of board and committee meetings on all matters to be discussed. The Chairman, with the assistance of the Company Secretary, ensures that directors are supplied in a timely manner with information in a form and of a quality to ensure they are fully briefed and to enable the board to discharge its duties effectively. Additional information is also provided to directors on a monthly basis.

Board and committee effectiveness

The effectiveness of the board and its committees is vital to the success of the Group and the Company undertakes an evaluation each year in order to assess how well the board, its committees, the directors and the Chairman are performing.

Following the independent review last year, this year’s board and committee reviews were conducted ‘in-house’ and were led by the Chairman with the support of the Company Secretary. All directors completed an online questionnaire evaluating board processes, effectiveness and where improvements may be considered. The questionnaire contained a range of questions and included free text boxes for additional comments. A report on the findings was presented to the board and the board and the nomination committee discussed the feedback received which included suggestions relating to board composition and induction and training. Positive comments were made around the progress that the board has made since the Company’s listing in October 2006, the effectiveness of the board and the relationship that exists between the board and senior management.

The principal board committees also undertook an evaluation exercise which was similar in structure to the board evaluation. The feedback from those evaluations was discussed at the respective meetings of the principal committees.

The performance of the Chairman was also reviewed and took into account the views of both the executive and non-executive directors. The Chairman’s evaluation was managed by the Senior Independent Director who provided feedback to the Chairman. As part of the Chairman’s evaluation, the non-executive directors met separately under the chairmanship of the Senior Independent Director.

The executive directors were evaluated in respect of their duties through a separate process whereby the Chairman assessed all of the directors, having obtained feedback from the other directors. Following the reviews, the directors have concluded that the board and its committees operate effectively. Additionally, the Chairman has concluded that each director contributes effectively and demonstrates full commitment to his/her duties.

Induction and training

Following appointment, directors receive an induction programme, which includes business presentations from senior management, site visits and receipt of information about such matters as the operating procedures and activities of the Group, the governance structure of the Group, information on the duties and responsibilities of directors and information on dealing in the Company’s shares. The induction process is continued throughout the directors’ terms of office.

The board believes strongly in the development of all Group employees and directors and it is a requirement of each director’s appointment that they commit to continue acquiring knowledge about the business.

To achieve this, directors are kept briefed on Experian’s business, the environment in which it operates and other matters throughout their period of office. The form that development takes is subject to the requirements of the directors. During the year, directors received a number of induction and training sessions ranging from an external presentation on risk management to internal presentations on the finance function, the finance systems of the Group, financial reporting and a number of the Group’s businesses. The board made a visit to the Group’s business in Brazil and met and received presentations from management and employees. Further visits to Group business locations are included in the board’s future meeting programme.

There is a procedure in place whereby directors may, in the performance of their duties, seek independent professional advice at the Company’s expense if considered appropriate. No director obtained any such independent professional advice during the year ended 31 March 2009.

Conflicts of interest

The articles of association of the Company were amended at the 2008 annual general meeting to give the board the power to authorise conflicts, or potential conflicts, of interest. The authorisation procedure that the board adopted involved the issue of a questionnaire by the Company Secretary asking directors to identify any conflicts or potential conflicts, which were considered by the board at the next meeting. Directors are also required to advise the Company Secretary of any actual or potential conflicts as soon as they arise, so that they can be considered by the board at the next available opportunity. It is the board’s view that the Company’s procedures for ensuring that the board’s powers of authorisation of conflicts are operating effectively and that the procedures have been followed.

Board committees

The principal board committees are the nomination 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. These can be found on the Experian website www.experianplc.com and are available from the Company Secretary upon request. The Company Secretary is secretary to all three committees.

Throughout the year the chairman of each committee provided the board with a report of the issues considered at the meetings of the committees and the minutes of the committee meetings were circulated to the board. Reports of the activities of each of the principal board committees are set out below.

Nomination committee report

John Peace, chairman of nomination committee

Members

The nomination committee comprised the following directors during the year:

John Peace (Chairman)*
Don Robert
Fabiola Arredondo
Laurence Danon
Roger Davis
Sean FitzPatrick (resigned on 18 December 2008)
Alan Jebson
Sir Alan Rudge
David Tyler

* except in respect of any matter concerning succession to the chairmanship of the Company when the Senior Independent Director takes the chair.

Meetings

The committee met twice during the year ended 31 March 2009.

Primary roles

To ensure that appropriate procedures are in place for the nomination, selection, training and evaluation of directors.

To ensure that adequate succession plans are in place.

To review the Company’s board structure, size, composition and succession needs, at all times keeping under consideration the balance of membership and the required balance of skills, knowledge and experience of the board.

To identify and nominate for the board’s approval suitable candidates to fill vacancies for non-executive and, with the assistance of the Chief Executive Officer, executive directors, such appointments to be made on merit and against objective criteria to ensure that the board maintains its balance of skills, knowledge and experience.

Governance

The nomination committee was in place throughout the year ended 31 March 2009. Six members of the committee are considered independent non-executive directors in accordance with provision A.4.1 of the Combined Code.

The Group Human Resources Director and the Global Talent Director attend certain committee meetings by invitation.

Activities

At its meetings during the year, the committee discussed the structure, size and composition of the board and its committees (taking into account views expressed in the board and committee reviews during the year), reviewed the time commitment required from the non-executive directors and reviewed its own performance and terms of reference. The committee also discussed succession planning for the Chairman and the Chief Executive Officer and received a report on the Experian Global Employee Survey which was carried out in January 2009.

During the year, the committee was actively engaged in orderly succession planning for the senior management, keeping resources under review, and evaluating succession plans for all senior positions, with a focus on the quality of existing management resource and its depth, bearing in mind who is likely to come through to fill positions in the next few years.

There is an established process used to appoint new non-executive directors of the Company which begins with the nomination committee agreeing the scope of the role and engaging a specialist search company to identify potential directors. The committee reviews the short list submitted by the search company and interviews prospective candidates who are, if thought suitable, recommended to the board, which makes the appointment.

In accordance with the articles of association of the Company, directors are subject to election at the first annual general meeting following their appointment, and thereafter they must seek re-election no more than three years from the date they were last elected or re-elected.

During the year, the committee recommended to the board the appointment of Chris Callero as an executive director. The board approved the recommendation and Mr Callero was appointed as a director on 1 April 2009.

Remuneration committee report

Roger Davis, chairman of remuneration committee

Members

The remuneration committee comprised the following non-executive directors during the year:

Roger Davis (Chairman)
Fabiola Arredondo
Laurence Danon
Sean FitzPatrick (resigned on 18 December 2008)
Alan Jebson
Sir Alan Rudge
David Tyler

Meetings

The committee met four times during the year ended 31 March 2009.

Primary roles

To recommend to the board Experian’s senior management remuneration policy and that of the Chairman.

To determine individual remuneration packages for executive directors and certain senior executives.

To communicate with shareholders on remuneration policy.

To review and recommend to the board the design of the Group’s short and long-term incentives.

To oversee the Group’s executive pension arrangements.

Governance

The remuneration committee was in place throughout the year ended 31 March 2009. The committee is chaired by Roger Davis and all of its members are considered independent non-executive directors in accordance with provision B.2.1 of the Combined Code. The Company’s Chairman and Chief Executive Officer attend committee meetings by invitation. They do not attend when their individual remuneration is discussed and no director is involved in deciding his own remuneration. Other regular attendees include the Group Human Resources Director and the Global Head of Reward. All members of the committee were provided with an induction in the role of the committee and the operation of its terms of reference on first appointment.

Activities

At its meetings during the year, the activities of the committee included the review and approval of a number of proposed changes to the structure of the Company’s long-term incentive plans, a review of the Chairman’s fee, salary reviews of the Chief Executive Officer, the Chief Financial Officer, the President and Chief Operating Officer and a number of senior executives, a review of pension matters, initiation of the invitation to employees to participate in the 2008 sharesave scheme and a review of its own performance and terms of reference.

The report on directors’ remuneration sets out the way in which the Company has applied corporate governance principles to directors’ remuneration.

Audit committee report

Alan Jebson, chairman of audit committee

Members

The audit committee comprised the following non-executive directors during the year:

Alan Jebson (Chairman)
Fabiola Arredondo
Laurence Danon
Roger Davis
Sean FitzPatrick (resigned on 18 December 2008)
Sir Alan Rudge David Tyler

Meetings

The committee met four times during the year ended 31 March 2009, with meetings held to coincide with key dates within the financial reporting and audit cycle.

Primary roles

To monitor the integrity of the financial statements.

To review the effectiveness of the system of internal control including the risk management systems.

To review the effectiveness of the audit process and the independence and objectivity of the external auditors. To monitor and review the effectiveness of the internal audit function.

To develop and implement policy on non-audit services to be provided by the external auditors.

To approve the remuneration and terms of engagement of the external auditors and make recommendations in relation to their re-appointment.

Governance

The audit committee was in place throughout the year ended 31 March 2009. The committee is chaired by Alan Jebson and all of its members are considered independent non-executive directors in accordance with provision C.3.1 of the Combined Code. The Chairman and the executive directors attend committee meetings by invitation. Other regular attendees include the Global Executive Vice President Legal and Regulatory Risk, the Head of Global Internal Audit and the external auditors. At each meeting, the committee meets with the external auditors and internal audit executives without management present.

The board is satisfied that at least one member of the audit committee has recent and relevant financial experience and is confident that the collective international business experience of the committee members enables them to act as an effective committee. The committee has access to the financial expertise of the Group and its auditors and the chairman of the audit committee is in regular contact with key members of senior management.

Activities

The activities of the audit committee during the year ended 31 March 2009 included the following:

Financial reports: The committee reviewed all financial reports before recommending their publication to the board.

Internal controls and risk management: During the year, the committee reviewed a variety of reports on risk, including Material Risk Reports, Material Litigation Reports and Information Security Reports.

External auditors: The lead audit partner from PricewaterhouseCoopers LLP attends all meetings of the audit committee. Other PricewaterhouseCoopers staff are invited to attend meetings where their particular expertise can be utilised. The performance of the external auditors is evaluated by the audit committee each year, with a particular focus this year on the robustness of the audit (including independence and quality control), quality of delivery and the quality of people and service. The audit committee determined that there was nothing to indicate that PricewaterhouseCoopers LLP had not carried out an effective audit of the financial statements for the year ended 31 March 2008.

Details of fees paid to the external auditors for the year are set out in note 6 to the Group financial statements.

PricewaterhouseCoopers provide a range of services to Experian (including non-audit services) and a policy has been adopted by the Company in relation to the provision of such services by the external auditors and can be summarised as follows.

Provided that the provision of such services does not conflict with the external auditors’ statutory responsibilities and ethical guidance, the following types of services may be assigned to the external auditors:

Further assurance services: where the external auditors’ deep knowledge of the Group’s affairs means that they may be best placed to carry out such work. This may include, but is not restricted to, shareholder and other circulars, regulatory reports and work in connection with acquisitions and divestments.

Taxation services: where the external auditors’ knowledge of the Group’s affairs may provide significant advantages which other parties would not have. Where this is not the case, the work is put out to tender.

General: in other circumstances, the external auditors may provide services provided that proposed assignments are put out to tender and decisions to award work are taken on the basis of demonstrable competence and cost effectiveness. However, the external auditors are specifically prohibited from performing work related to accounting records and financial statements that will ultimately be subject to external audit; management of or significant involvement in internal audit services; any work that could compromise the independence of the external auditors; and any other work that is prohibited by UK ethical guidance.

The policy includes financial limits above which the chairman of the audit committee must pre-approve any proposed non-audit services. The audit committee receives half-yearly reports containing details of assignments and related fees carried out by the external auditors in addition to their normal work.

The Company’s policy has recently been amended to cap the payment, going forward, of non-audit fees to the Company’s auditors at 100% of fees for audit and assurance services, except in exceptional circumstances.

The audit committee has considered the evaluation of the external auditors, the proposed fee structure and the audit engagement terms for 2009 and is satisfied that the performance, contribution and commitment of PricewaterhouseCoopers LLP are such that their re-appointment is merited. Accordingly, the committee has recommended to the board that the re-appointment of the external auditors be proposed to shareholders at the 2009 annual general meeting.

Internal audit: At each committee meeting, the Head of Global Internal Audit presents an internal audit report, which includes details of any issues requiring the attention of the audit committee, an update on the work being performed by internal audit and details of the planned internal audit work programme. This year, the exercise to monitor and review the effectiveness of the internal audit function was overseen by Experian’s Group Corporate Secretariat, on behalf of the audit committee, to enable the committee to fulfil its Combined Code review obligation. The review concluded that the internal audit function is effective and adds value to the business.

Fraud and whistleblowing: The audit committee receives an annual report from internal audit on instances of actual or potential fraud, and concerns relating to the financial accounting of the Company. During the year, progress was also made to ensure continued publicity for the fraud and whistleblowing helpline.

Performance evaluation: The committee conducts a yearly evaluation of its performance. For 2008, the review was coordinated by the Company Secretary on behalf of the audit committee chairman using an online software tool. The results of the evaluation were discussed at the September 2008 committee meeting. An area for future focus identified was the provision of further training opportunities for committee members and a plan has been put in place to address this issue.

Internal controls and risk management

The board acknowledges that it is responsible for the Group’s system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide reasonable, but not absolute, assurance against material misstatement or loss.

The board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, including those risks relating to social, ethical and environmental matters. This process was in place throughout the year under review and up to the date of approval of the annual report and meets the requirements of the Combined Code. For certain joint arrangements, the board places reliance upon the systems of internal control operating within the partners’ infrastructure and the obligations upon partners’ boards relating to the effectiveness of their own systems. In the board’s view, the information it received was sufficient to enable it to review the effectiveness of the Group’s system of internal control in accordance with the ‘Internal Control Revised Guidance for Directors’ contained in the Combined Code. The audit committee has kept under review the effectiveness of this system of internal control and has reported regularly to the board.

The board reviews annually the effectiveness of the key procedures which have been established to provide internal control. The key procedures, which operate throughout the year, are as follows:

Risk assessment

• The Group sets out its objectives clearly as part of its planning process and organisation design. These objectives are incorporated as part of the planning cycle and are supported by the use of both financial and non-financial key performance indicators.
• Risks are methodically anticipated, identified, assessed and appropriately mitigated as part of an enterprise-wide risk management process operating throughout the Group on an ongoing basis and headed by an executive risk management committee (‘ERMC’), supported by regional risk management committees (‘RRMC’).
• The ERMC has responsibility for oversight of the Group’s risk management process and monitors and evaluates the Group’s global risk profile. Responsibility for evaluation and mitigation of regional risks falls to the RRMC, to which Experian’s business units submit reports on a quarterly basis, detailing identified risks, associated mitigation strategies and the status of implemented action steps.
• Senior management makes presentations on risk to the audit committee, which reports regularly to the board on the risks facing the Group’s business.
• The audit committee has delegated responsibility from the board for reviewing the effectiveness of the Group’s internal controls and receives an annual report on the controls over these risks. This includes risks arising from social, ethical and environmental matters.
• The Group has in place a number of strategic project committees, whose reviews are considered an essential part of the delegated authorities process. These committees have established processes, which include risk assessment as an integral component.
• The Group has in place a full-time Global Enterprise Risk Manager.

Control environment and control activities

• The Group has established procedures and detailed matrices for delegated authority which ensure that decisions that are significant, either because of their value or the inherent degree of risk, are taken at an appropriate level.
• The Group has implemented appropriate strategies to deal with each significant risk that has been identified. These strategies include internal controls, insurance and specialised treasury instruments.
• The Group sets out principles, policies and standards to be adhered to throughout its business. These include risk identification, management and reporting standards, ethical principles and practice, accounting policies, treasury policy, information security policy and policy on fraud and whistleblowing.

Information and communication

• The Group has a comprehensive system of budgetary control, including monthly performance reviews for each major business. These reviews are at a detailed level within each region and at a high level for the board.
• On a monthly basis, the achievement of business objectives, both financial and non-financial, is assessed using a range of performance indicators. These indicators are regularly reviewed to ensure that they remain relevant and reliable.
• The Group has whistleblowing procedures in place for employees to report suspected improprieties.

Monitoring

• A range of procedures is used to monitor the effective application of internal control in the Group, including management assurance, through the ongoing risk management process, and independent assurance, through internal audit reviews and reviews by specialist third parties.
• The internal audit department’s responsibilities include reporting to the audit committee on the effectiveness of internal control systems, focusing on those areas considered to be of greatest risk to the Group.
• Follow-up processes are used to ensure appropriate response to changes and developments in risks and the control environment.

Engagement with shareholders and others

The Company places a high degree of importance on maintaining good relationships and communications with institutional investors, private investors and others and makes every effort to ensure that shareholders are kept informed of significant Company developments.

There is an ongoing programme of dialogue and meetings between the executive directors and institutional investors and analysts. At these meetings, a wide range of relevant issues including strategy, financial performance, management and governance are discussed within the constraints of the information already made public. The announcement of interim management statements, trading updates, half-year and annual results also provide opportunities for the Company to answer questions from analysts covering a wide range of topics. During the year, Experian’s investor relations team arranged a number of visits for investors to Experian operations, including in the USA and UK.

To assist members of the board to gain an understanding of the views of institutional shareholders, at each of its meetings the board receives an investor relations and media report, which covers a wide range of matters including a commentary on the perception of the Company and views expressed by the investment community, media reports, share price performance and analysis.

The board is equally interested in the concerns of private shareholders and, on its behalf, the Company Secretary oversees communication with these investors. It is the practice of the Company to issue a ‘Shareholder Questions’ card with the annual general meeting documentation to enable shareholders to put relevant questions to the Company. Shareholders are also able to put questions to the Company via its website.

The Company has taken advantage of the provisions allowing communications to be made electronically to shareholders where they have not requested hard copy documentation. As a result the Company’s website has become a very important method of communication with shareholders. The website provides shareholders and potential investors with information about the Company, including annual and half-yearly reports, recent announcements, share price information, and information on corporate responsibility and governance matters. All material information reported via a regulatory news service is simultaneously published on the Company’s website affording all shareholders full access to Company announcements.

The board notes that Section 2 of the Combined Code seeks to encourage more active participation by institutional shareholders, including entering into a dialogue with companies and making considered use of their votes – principles which the Company supports.

Annual general meeting

The annual general meeting is an important event in Experian’s corporate calendar and provides a valuable opportunity for the board to communicate with private investors. All directors, including the chairmen of the audit, remuneration and nomination committees, attend the meeting.

Experian’s 2009 annual general meeting will take place on Wednesday 15 July 2009 and shareholders are encouraged to attend the meeting and use the opportunity to ask questions. However, given the size and geographical diversity of the Company’s shareholder base, attendance may not always be practical and shareholders are encouraged to use proxy voting on the resolutions put forward. Every vote cast, whether in person or by proxy, is counted, because votes on all matters except procedural issues are taken by a poll. Shareholders also have the opportunity to send in questions prior to the annual general meeting.

In line with the Combined Code, details of proxy voting by shareholders, including votes withheld, are made available on request and are placed on the Company’s website www.experianplc.com following the meeting. At the meeting, the Company complies with the Combined Code as it relates to voting, the separation of resolutions and the attendance of committee chairmen. All directors were present during the 2008 annual general meeting and met with shareholders on an informal basis before the main business of the meeting. In 2008, voting levels at the annual general meeting showed an increase to 56% of the issued share capital of the Company, compared with 54% in 2007.

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