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Experian PLC — Annual Report 2022
Jun 10, 2022
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Annual Report
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Experian plc
Strategic Report
Our Purpose
We are committed in our pursuit of bringing financial power to all. We want to deliver the full power of data, analytics and technology to transform lives and deliver better outcomes for people and businesses. Our work empowers individuals, families, businesses, communities and governments to make smarter decisions and navigate the world with confidence. Our supportive, inspiring culture helps encourage our people to become the best versions of themselves. The accelerating shift to digital underpins our business. We embrace innovation and technology to take advantage of the possibilities data holds. Through our range of products and solutions, we help millions of people gain access to financial services, and better protect themselves against fraud and identity theft. We help businesses understand their customers better, lend more responsibly, effectively and swiftly, while minimising credit and fraud risk.
Brian Cassin
Chief Executive Officer
Consumers
Helping individuals better understand their financial position, take control of their finances and manage their financial health.
Businesses
Helping businesses to make faster, smarter decisions. Enabling them to lend responsibly, more fairly and quickly, reduce risk, and deliver a better customer experience.
Communities
Using data to help the most vulnerable in society gain access to credit, improve financial literacy and confidence, and support economic growth.
Our People
Creating a diverse, equitable and inclusive workplace where everyone can thrive and bring their best selves to work.
Experian at a Glance
Chair's Statement
Chief Executive's Review
Our Purpose in Action
Experian is a company proudly built on purpose. Our purpose is central to our brand, articulated by our people and mutually reinforced by our culture – it is explicitly bound to everything we do. Millions of people worldwide are still excluded from accessing fair and affordable credit because they are invisible to the financial system. It is our social mission to improve financial inclusion, because access to credit opens up opportunities for people to transform their lives. We recognise that we play a pivotal role in society and we have a responsibility to use data as a force for good. Our people put this into action every day, by developing capabilities and using their expertise to help millions manage their financial lives.
Stakeholder Engagement
Our Investment Case
Key Performance Indicators
Our Business Model
Our Strategy
Sustainable Business
Environmental, Social and Governance
Improving Financial Health for All
Treating Data with Respect
Inspiring and Supporting Our People
Working with Integrity
Protecting the Environment
Non-financial Information and Statement
Financial Review
Risk Management and Principal Risks
Viability and Going Concern
Governance
Chair's Introduction
Board of Directors
Corporate Governance Report
Nomination and Corporate Governance Committee Report
Audit Committee Report
Report on Directors’ Remuneration
Directors' Report
Financial Statements
Financial Statements Contents
Independent Auditor's Report
Group Financial Statements
Group Income Statement
| Year ended 31 March 2022 | Year ended 31 March 2021 | |
|---|---|---|
| Revenue | US$ 6,267 m | US$ 5,342 m |
| Benchmark EBIT¹ | US$ 1,640 m | US$ 1,379 m |
| Benchmark Profit before tax | US$ 1,535 m | US$ 1,265 m |
| Benchmark EPS | USc 124.5 | USc 103.1 |
¹ From ongoing activities. The results for the year ended 31 March 2021 have been re-presented for the reclassification to exited business activities of certain B2B businesses.
| Growth % at actual rates | Growth % at constant rates | |
|---|---|---|
| Revenue – ongoing activities | +17 % | +17 % |
| Benchmark EBIT¹ | +19 % | +19 % |
| Benchmark profit before tax | +21 % | +22 % |
| Benchmark EPS | +21 % | +21 % |
Group Statement of Comprehensive Income
Group Balance Sheet
Group Statement of Changes in Equity
Group Cash Flow Statement
Notes to the Group Financial Statements
Company Financial Statements
Company Financial Statements
Notes to the Company Financial Statements
Shareholder and Corporate Information
Glossary
Roundings
Certain financial data has been rounded in this report. As a result, the totals of data presented may vary slightly from the actual arithmetic totals of the data.
Exchange Rates
Principal exchange rates used are given in note 10 to the Group financial statements. The average pound sterling to US dollar rate is 1.37 (2021: 1.31).
Financial Highlights
Reconciliation of Statutory to Benchmark Measures
To download this Annual Report and our other corporate literature visit www.experianplc.com
| Statutory | Non-benchmark items | Benchmark | Investment-related items | Amortisation of acquisition intangibles | Non-cash financing items | Exceptional items | Total | |
|---|---|---|---|---|---|---|---|---|
| Year ended 31 March 2022 | ||||||||
| Revenue US$m | 6,288 | – | – | – | – | – | – | 6,288 |
| Ongoing | 6,267 | 21 | – | – | – | – | – | 6,288 |
| Exited | ||||||||
| Revenue US$m | 1,411 | 29 | 174 | – | 26 | 1,640 | ||
| Ongoing | 5 | – | – | – | – | 5 | ||
| Exited | ||||||||
| Operating profit US$m | 1,416 | 29 | 174 | – | 26 | 1,645 | ||
| Benchmark EBIT US$m | ||||||||
| Profit before tax US$m | 1,447 | 57 | 174 | (169) | 26 | 1,535 | ||
| Benchmark PBT US$m | ||||||||
| Basic EPS USc | 127.5 | 3.7 | 13.8 | (16.6) | (3.9) | 124.5 | ||
| Benchmark EPS USc |
See note 6 to the Group financial statements for definitions of non-GAAP measures.
| Growth % at actual rates | Growth % at constant rates | |
|---|---|---|
| Revenue | +17 % | +16 % |
| Operating profit | +20 % | +19 % |
| Profit before tax | +34 % | 19 % |
| Basic EPS | +45 % | 23 % |
| Year ended 31 March 2022 | Year ended 31 March 2021 | |
|---|---|---|
| Revenue US$m | 6,288 | 5,372 |
| Operating profit US$m | 1,183 | |
| Profit before tax US$m | 1,077 | |
| Basic EPS USc | 88.2 |
One of the biggest challenges in the world is financial inclusion. We are driven by our purpose to:
- Making a real difference
- Inclusive, inspiring and supportive of our people
- Purpose, innovation and culture driving our success
- Improve financial health for all
- Championing consumers across our business
- Core products
- Social innovation
- Community investment
We have 20,600 dedicated employees serving 120,000 clients across 43 countries
- Certified in 20 of 28 countries' Great Places to Work
- Fortune’s 100 Best Companies to Work For
- 1 in 3 employees took part in our Careers Week
- Record numbers of new graduates and apprentices
- Employee engagement of 78%
Treating data with respect
Data fuels our business and as its trusted custodian, it is only right that we have outlined this year our new Global Data Principles which embody five key values: Accuracy, Fairness, Transparency, Inclusion, Security.
Learn more about how we're inspiring and supporting our people: See pages 56-61
Learn more about how we're making a difference: See pages 46-71
Experian plc Strategic report 4
- Expansion in Health, Automotive, Insurance and FinTech
- Pushing forward into verification
- Forging ahead in Brazil with positive data
- Now 134m members globally
- Innovating with broader propositions
- Expanding into new geographies
- Growing the Experian Marketplace
Our purpose-led approach, investment in our people and technology, and execution of our strategy are reflected in our results. The business is performing strongly with 17%¹ revenue growth.
Growing our business through innovation and technology
- Group organic revenue growth² +12%
- Acceleration in Business-to-Business² +9%
- A step-change in Consumer Services² +22%
¹ Total revenue growth at constant exchange rates.
² Organic revenue growth from ongoing activities at constant exchange rates.
Executing on our strategy and investing in exciting growth initiatives
- Driving to scale in our smaller regions
- Expanding in new growth markets
- Leading the next phase of credit decisioning development
- Capitalising on a unique market opportunity in Brazil
- Redefining Consumer Services far beyond credit scores and monitoring
Learn more in our Strategy section: See pages 34-45
Learn more in our Chief Executive’s review: See pages 8 to 13
Developing new ideas helps fuel future growth. We embrace new technologies, nurture our talent, and celebrate successes throughout the company.
- Innovating at pace
- An established culture of continuous innovation
- Award-winning products
- Leading with our cloud-enabled solutions
- Investing in the world’s leading data scientists to sustain scientific excellence
- Internal science-led competitions
- Dedicated Agile month for employees
| Revenue by business activity³ (US$m) | |||
|---|---|---|---|
| A. Business-to-Business: Data | 3,313 | ||
| B. Business-to-Business: Decisioning | 1,341 | ||
| C. Consumer Services | 1,613 | ||
| Total | 6,267 |
| Revenue by region³ (US$m) | ||||
|---|---|---|---|---|
| A. North America | 4,122 | |||
| B. Latin America | 791 | |||
| C. UK and Ireland | 847 | |||
| D. EMEA/Asia Pacific | 507 | |||
| Total | 6,267 |
³ Revenue from ongoing activities.
Experian plc Annual Report 2022 Strategic report 5
Chair’s statement
FY22 has been a strong financial year for Experian, with a growing contribution from our relentless focus on innovation and fulfilling our purpose to make a real difference in the financial lives of consumers and our clients.
Championing consumers
Consumer Services has delivered outstanding successes, with much more to come. We are now connected with 134 million free members globally, which makes us one of the biggest financial platforms in the world. We plan to grow and deepen these relationships to help individuals plan their financial lives more effectively. As our business expands, so does our ability to positively impact people’s lives. We launched our new Experian Go programme in the USA, designed to help the 28 million people who do not have a profile in the credit ecosystem. Experian Go helps these ‘credit invisibles’ create a credit profile for the first time, and then go on to potentially become scorable with greater access to fair and affordable finance options.
In Brazil, we continued our focus on helping consumers manage their debt through our Feirão Limpa Nome campaign. We travelled to nine cities across Brazil and, over all, this year supported nine million consumers to renegotiate their debts with lenders. This is a big step to help the indebted improve their financial position. These are just a few examples of how Experian is delivering consumer propositions that help make a profound difference in people’s lives, working to extend financial inclusion.
Our technology, data, digital journeys
Our clients are continually upgrading their systems to enhance their customers’ digital experiences while also seeking to lower the cost of acquiring and retaining their customers. We have a rolling programme of investment in our technology, software and data sets to take full advantage of today’s growth in digital services. Our superior data assets, especially when combined with our sophisticated analytics, have put Experian in a position of strength to take advantage of a wide array of opportunities. Experian's global platforms, like Ascend, help companies to incorporate more analytical insight into their decisions, unlocking their competitive advantage, and hence growing their business. Similarly, PowerCurve on the cloud enables our clients to better understand data and make fast, efficient decisions that support their strategic goals.
In our Health business, we have invested in an initiative we call the 'digital front door', which helps eliminate the friction most patients experience in paying for healthcare in the USA. We have also entered new market segments such as Verification and Employment Services, a market with a lot of potential and very closely adjacent to our heritage in credit risk assessment. We have built a solid base in the
You will see throughout this year’s Annual Report how Experian is delivering on its business plans while also making a powerful difference to the communities in which we operate around the world. Helping people and organisations thrive in the digital economy has been, and will remain, a powerful driver of growth opportunities for Experian across all our addressable markets. We could not be successful in this endeavour without our talented people, who bring to life Experian’s innovative and entrepreneurial culture. We are proud to have been the recipient of many recognitions this year, including numerous accolades for our inclusive and diverse culture and a global recognition as a Great Place to Work. Fortune named us in its 2021 ‘Change the World’ list, reflecting our efforts to drive financial inclusion worldwide. And, in recognition of our sustainability work, we were named as one of Europe’s Climate Leaders 2022 by the Financial Times.
Making a difference to financial lives
Experian plc Strategic report 6
USA, and we will continue to look for ways to expand this business in other geographies. We are making a lot of progress in Latin America. Our business in Brazil has started to realise the potential of the profound shift which legalised the utilisation of positive data in the credit risk assessment process, and which will greatly widen access to credit. We have also made good progress towards expanding our geographic footprint in Latin America with bureau acquisitions in Chile and more recently an agreement in Panama.
ESG is integral to what we do
We place a strong emphasis on our Environmental, Social and Governance (ESG) responsibilities. Doing the right thing for society, our clients, consumers, colleagues and communities is something we are proud of, and we believe this directly contributes to our growth. Improving financial health is fundamental to our business, and the area where we play the biggest role. With our focus on empowering consumers to improve their financial lives, we help people gain access to credit, safeguard their identity, save money, renegotiate debts and improve their financial knowledge. Experian Boost in the USA and UK helps people build credit profiles that paint a fuller picture of their financial lives. Experian Go is another step on this journey. Each year we also invest in new social innovation products, which have now reached 82 million people since 2013, in line with our stated target of reaching 100 million people by 2025. We have continued our commitment to partner with charities through our United for Financial Health programme to provide financial education and resources. We have built many partnerships to provide targeted financial education for microentrepreneurs in Brazil, young people in the UK and Ireland, and diverse communities in the USA – including a YouTube series hosted by Grammy Award-winning recording artist Lecrae that reached over 10 million people.# Experian plc Annual Report 2022
Strategic report
Chief Executive’s review
The United for Financial Health programme is now being implemented across multiple regions, and connecting with consumers across the globe. We have committed to become carbon neutral in our own operations by 2030¹, and have cut our Scope 1 and 2 market-based emissions by 44% since 2019, making significant progress towards our 50% science-based target. We are engaging with suppliers to reduce our Scope 3 emissions, and earned a place on the 2021 CDP Supplier Engagement Leaderboard after obtaining an ‘A’ Supplier Engagement Rating. Moving forwards we will be working on our Net Zero Transition Plan over the next year to help us move towards a net zero target.
People and culture
In FY22, we refreshed our people strategy to ensure that we are able to meet our ambition of being recognised as one of the ’25 greatest places to work in the world’ and to ensure we have a strategy that enables us to attract, retain and develop the best talent within a high-performance, inclusive and caring culture. We take pride in our strong ‘people first’ culture. This is critical for us to preserve and enhance as we develop new ways of working post-pandemic. The COVID-19 pandemic created an unprecedented set of circumstances that have underscored just how critical staying connected with our colleagues is to our success. Therefore, we were delighted to be certified as a Great Place to Work in 20 of our countries including our largest markets of the USA, Brazil and the UK.
We have developed a strong employer brand with a philosophy focused on diversity, equity and inclusion – essential to our purpose of creating a better tomorrow, together. Members of our Group Operating Committee take ownership of this agenda by sponsoring five key areas of focus: gender, LGBTQ+, ethnicity, disability and mental health.
We recognise the global competition for talent so our strategy is focused on high-demand technical skills in crucial markets. We hosted the first-ever Global Careers Week, which over a third of our employees attended, and we launched an internal Career Hub – so that our employees can have access to the resources to continually develop and learn. We have created a global internal talent pool for critical technology skills, as well as expanding our hiring in early careers to develop young, diverse talent through the organisation.
As an organisation, we are aware that our leaders amplify our ambition, culture, and values. In 2022, two-thirds of new top-100 leaders were promoted from within, with the remainder hired externally. We are proud that two of our biggest roles (Chief Operating Officer and CEO, North America) have been filled by internal talent, and that two of our regions, North America and EMEA/Asia Pacific, are now led by women.
Governance and the Board
Strong corporate governance has always been at the heart of the Experian business, and we maintain the highest standards as set out in the UK Corporate Governance Code 2018.
During FY22, Kerry Williams notified the Company of his intention to retire as Chief Operating Officer (COO) and as an executive director of the Company after 19 years at Experian. Kerry has played a pivotal role in taking Experian to the strong position we are in today. We thank Kerry for his outstanding contribution to Experian and wish him well for his retirement.
Craig Boundy succeeds Kerry Williams. Craig has successfully led Experian's North America region for eight years, having joined Experian in November 2011 to lead the UK and Ireland region, and operated in a variety of leading management positions. Craig assumed the position of COO on 1 April 2022 and will join the Board as an executive director of the Company from the conclusion of the Company's Annual General Meeting on 21 July 2022, when Kerry will step down from the Board. To ensure a smooth succession process, Kerry will remain with Experian through to 31 March 2023.
Two of our independent non-executive directors, Deirdre Mahlan and George Rose, will also retire from the Board at the conclusion of the 2022 AGM, having completed nine years’ service on the Experian Board. We would like to thank Deirdre and George for their significant contributions to Experian since joining the Board in 2012.
I’m pleased to share that Jonathan Howell will be appointed to succeed Deirdre as Chair of the Audit Committee from 1 July 2022 and Alison Brittain will be appointed to succeed George as Senior Independent Director and Chair of the Remuneration Committee from the conclusion of the 2022 AGM. Both Jonathan and Alison are existing independent non-executive directors.
Our performance and looking ahead
Our financial performance this year was very strong. We delivered +12% organic revenue growth, +21% growth in Benchmark EPS, and a historic high cash flow conversion of 109% for the Group. Our strong performance is testament to the transformation we are undertaking in Consumer Services, as we become a more comprehensive provider of services to consumers, and our emphasis on providing new datasets and innovative solutions for our Business-to-Business clients.
We look forward from a position of strength, but also mindful of the increasingly uncertain geopolitical environment. Regardless of the challenges ahead, we believe that our clear purpose, great talent and strong culture, combined with continued investment in superior data and technology assets, will enable us to deliver for all our stakeholders.
¹ All references in this Annual Report to ‘carbon neutral in our own operations by 2030’ includes all Scope 1 and 2 emissions, plus within Scope 3 the categories of ‘Purchased Goods and Services’, ‘Business Travel’ and ‘Fuel-and-energy related activities’ (which represent 83% of our baseline emissions in Scope 3). This is aligned with the emissions covered by our science-based target approved by the Science Based Target initiative (SBTi). Refer to pages 64-71 for further information.
Chief Executive’s review
We had a very good year as we progress our mission to bring financial power to all. We are executing well against our long-term plans, sustained by our investments in innovation and technology, and supported by our dedicated employees. We strongly believe in doing the right thing, developing products and social innovations that help make a positive difference to people’s lives. We apply our expertise and capabilities to make it easier, cheaper and faster for people and organisations to access financial services. This is more important now than ever.
Brian Cassin
Chief Executive Officer
Experian made significant progress this year. We advanced strategically across multiple fronts and our financial performance was strong. This reflects effective execution against our long-term plans, sustained by the investments we have made in new products, in our technology platforms and in new business development opportunities. I am proud of the accomplishments of our 20,600 people around the world.
Total revenue growth was 17% at constant currency, while organically we grew 12%. We have made material progress towards positioning Experian as a major brand to help people with their financial health, reaching 134 million free members across our three largest markets. We are helping to democratise credit, making it simpler, faster and cheaper for people and businesses to achieve good outcomes.
Our products form part of the critical infrastructure of financial services, health, automotive and many other industries, and our growth opportunities are driven by investments to upgrade infrastructure, digitise platforms, provide better experiences to customers and protect against fraud. We are also taking advantage of a unique market opportunity in Brazil, as well as successfully entering new market segments, such as income and employment verification.
- Total revenue growth was 17% at both constant and actual exchange rates. At constant currency organic revenue growth was 12%.
- Organic revenue growth in North America was 13%, 17% in Latin America and 11% in UK and Ireland, including very strong contributions from Consumer Services across all three regions.
- EMEA/Asia Pacific delivered 3% organic revenue growth with a positive EBIT margin trajectory, reflecting our shift to focus on strategic markets.
- B2B organic revenue growth was 9%, reflecting strength in data volumes, uptake of new data sources, further adoption of our innovative platforms, progress across fraud and identity management services and expansion in new vertical segments.
- We made significant progress in Consumer Services, with organic revenue up 22%, reflecting membership growth and expanded consumer propositions.# Experian plc Strategic report 8
a Grow th in B enchmar k EB IT wa s 1 9% at bothc ons tant and a ctual e xchange ra tes . a Our Be nchmark E BI T margin was 26. 2%, up60 basis p oint s at co nst ant cur renc y and up 40 ba sis point s at ac tual exchan ge rate s. a We delive red gr ow th in B enchmar k ear nings per shar e of 21 % at b oth co nst ant and ac tual exchange rate s. a Cash fl ow was ve r y s tron g, w ith a conver sion r ate of Be nchmark EBI T into Ben chmark op er ating c ash flow of 1 09%. Ben chmark op er ating c ash flow w as US$ 1 . 8bn, up 22% a t ac tual exchang e rate s. a We ende d the ye ar wit h a lever ag e rat io of1 .9x, comp are d to our tar get of 2.0 -2.5x forNe t debt to B enchmar k EBI T DA . B2B organic r evenu e grow th wa s 9%: a In Data , volum es wer e gen eral ly st rong . Thisr efle cte d ec onomi c reb ound a cros s mos t geo gr aphie s, cli ent take - up of our ex tensi ve data as se ts an d succ es sf ul ex tension into n ew client s egm ents . Newpr oduc t s and ver tical dev elopm ent wereal s o meanin gful c ontr ibutor s to our per formance. Ascend delivered strong grow th . We als o be nefit te d fr om the up take of posi tive da ta at tr ibute s and s cor es in Bra zil, an d we ad ded to o ur data c over age inincom e and emp loym ent data an d signe d over 1 00 cl ient cont ra ct s forE x pe ri an Veri f y in Nor th Ame ric a.
Full-year financial highlights
Str ong performance driven by our mission to bring financial power to all
| Revenue | Benchmark EPS | Benchmark EBIT¹ | ||||
|---|---|---|---|---|---|---|
| US$ 6.3 bn | +12 %² | USc 124.5 | +21%³ | US$ 1.6 bn | +19%¹ |
Highlights
| 2022 | ||
|---|---|---|
| 1 | From ongoing activities, at constant exchange rates. | |
| 2 | Organic revenue growth at constant exchange rates. | |
| 3 | At constant exchange rates. |
Experian plc Strategic r eport 8
Revenue and Ben chmark EBI T by region , Benchmar k EBI T margin 2022
| 2022 US$m | 2021¹ US$m | Total growth % | Organic growth % | |
|---|---|---|---|---|
| Revenue North America | 4,122 | 3,530 | 17 | 13 |
| Latin America | 791 | 625 | 25 | 17 |
| UK and Ireland | 847 | 737 | 11 | 11 |
| EMEA/Asia Pacific | 507 | 450 | 13 | 3 |
| Ongoing activities | 6,267 | 5,342 | 17 | 12 |
| Exited business activities | 21 | 30 | n/a | |
| Total | 6,288 | 5,372 | 16 | |
| Benchmark EBIT North America | 1,381 | 1,201 | 15 | |
| Latin America | 223 | 172 | 27 | |
| UK and Ireland | 188 | 123 | 51 | |
| EMEA/Asia Pacific | – | (27) | 122 | |
| Total operating segments | 1,792 | 1,469 | 22 | |
| Central Activities – central corporate costs | (152) | (90) | n/a | |
| Benchmark EBIT from ongoing activities | 1,640 | 1,379 | 19 | |
| Exited business activities | 5 | 7 | n/a | |
| Total Benchmark EBIT | 1,645 | 1,386 | 19 | |
| Benchmark EBIT margin – ongoing activities | 26.2% | 25.8% | | |
¹ Results for FY21 are re-presented for the reclassification to exited business activities of certain B2B businesses. Total growth and organic growth percentages are at constant exchange rates. See the Financial review for analysis of revenue, Benchmark EBIT and Benchmark EBIT margin by business segment and note 6 to the Group financial statements.
a In Decisi oning , we se cure d new w ins for ourc loud- enabled deci sioning platforms. Weals o made signi fic ant pro gre ss acr oss fr aud and i dentit y management , as wel l as acros s analy tics . a Vertic al market s al so contr ibute d str ongly. InHealt h, he althc are pr ovi der s in the US A areinve stin g to improv e digita l consum er exp eri ence s, an d we del iver ed s tro ng pro gres s acr oss al l major pr oduc t lin es inoursuite . This in clude d som e ben efit fro mone - o C OVI D - 1 9 r ela ted s er v ice s. Autom otiv e deli vere d a so lid p er f orman ce refle c ting mar ket reb ound an d a str ong contr ibu tion f rom re cent inn ovat ions .
Year-on-year % change in organic revenue ¹ – for the year ended 31 March 2022
| % of Group revenue² | Data | Decisioning | B2B³ | Consumer Services | Total | |
|---|---|---|---|---|---|---|
| North America | 65 | 9 | 13 | 10 | 21 | 13 |
| Latin America | 13 | 12 | 21 | 14 | 40 | 17 |
| UK and Ireland | 14 | 9 | 7 | 81 | 9 | 11 |
| EMEA/Asia Pacific | 8 | 4 | 1 | 3 | n/a | 3 |
| Total Global | 100 | 91 | 1 | 92 | 2 | 12 |
¹ At constant exchange rates.
² Percentage of Group revenue from ongoing activities calculated based on FY22 revenue at actual exchange rates.
³ Business-to-Business (B2B) segment, consisting of Data and Decisioning business subdivisions.
Consumer Services organic r evenue gr ow th was 22%: a We now have 1 3 4 millio n fre e con sumer memb ership s acros s our thr ee l arg es t markets, up by 2 4 million year - on -year . Dur ing th e year we a dde d 1 1 millio n fre e memb ers in t he USA , 1 2 millio n in Bra zil and1 .5 millio n in the UK . a All re gions d eli vere d st rong gr ow th enab led by incre ase d memb erships , sc aling of o ur credi t marketp lac es, an d the a dditio n of newpr op ositio ns to our e cos ys tem to hel p our memb er s save m oney. a We are inves ting in n ew ver tical s su ch asinsur ance to f ur th er ex tend o ur Nor t h Americ a insurance marketplace oer forour m emb ers , hel ping to br ing t hem abet ter in sura nce cu stom er ex per ien ce.
Environme ntal, S ocial and Governance (E SG) highlights
a We launch ed E xp er ian Go in th e USA in Januar y, which allows cre dit invisib les to star t building a cr edit pr ofile in minute s. Since l aunch, 4 0,00 0 cons umer s have conne c ted to E xp er ian Go. We wer e als o deli ghted to b e rec ognis ed as a 2022 B IG Innovat ion Award winn er for de live ring innovative products that help consumers thrive finan cially . a We reach ed 21 millio n pe ople t hrou gh our so cial innovat ion pr oduc t s this year , our pro gramm e to deli ver so cietal b ene fit s and improv e financial healt h, br inging t he total to82 millio n since 201 3. T his compar es to our tar get of 100 million p eop le by 2025. a Our fla gship Unite d for F inancial Healt h pro gramm e (UFH) has n ow conne c ted wi th 87 million p eo ple and is o n tra ck to me et ourtar get of 1 00 mill ion by 2024. T hrou gh par t ner ships wi th NG Os acr oss o ur re gions , it pro vide s financial e duca tion to emp ower vuln erabl e co mmu nities. a We prid e ours elve s in our ‘p eop le firs t’ cultur e and wer e deli ghted in sur veys that 88% of our em ploye es b eli eve that E x pe rian is commit te d to creat ing a dive rs e, equi table and inclusi ve (DE I) culture . Curr ently 33% of our Se nior Le ader s are f emale, r epre sent ing fur ther pr ogr es s toward s our tar get of 4 0% by F Y24. Ou r Nor t h Am eri ca and E ME A / A sia Pacific regions (together representing 73 % of Group r evenu es) are le d by wom en, and 36% of our Board ar e female . a Our commi tment to w ork ing wi th integr it y include s our app roa ch to tax . T o enhance our tr ansparen cy, we are publishin g a T axRep or t in June 2022, exp lainin g our appro ach to ta x and pr ovi ding mo re infor matio n on our t ax co ntr ibuti on. a We are pleas ed to b e rec ognis ed as on e ofthe Finan cial T imes’ Europ e Clima te Lea der s 2022 for o ur eor ts in r educin g ourcar bo n emissi ons . As p ar t of our j ourn ey to be c arb on ne utr al by 2030 in o ur own ope rati ons , we have re duce d our S cop e 1 and 2 emis sions b y 44% since our ba se yea r 201 9 . We’ re en gagin g wi th o ur supp lier s inord er to redu ce our S cop e 3 emis sions . Wewere al so p rou d to be nam ed by C DP asa 2021 Suppli er Enga gem ent Le ade r . Weare now pr ogr es sing wi th our pl anning toward o ur Net Zer o transi tion .
9 Experian plc Annual Report 2022 Strategic repor t
Chief Execu tive ’ s review contin ued
a We investe d US$781 m thr ough a cquisit ions and US$32m of inve stm ent s in supp or t of our st rate gic init iativ es . Th es e inves tment s include d:
b The a cquisiti ons of Empte ch and th e tra deand a ss ets of T ax Cr edit C o. , as par tof t he ex pansio n of our inc ome ver ific atio n busine ss in N or t h Ame ri ca. Af ter th e per io d end, we al s o comple ted the ac quisitio n of CIC Plu s.
b The a cquisiti on of Gabi , to ex tend o ur Nor t h Americ a insur ance mar ketp lac e.
b In Lat in Ame ric a, we a cquire d Hol ding Veloz Invest imentos e P ar ti cipaç õe s S. A . (Pagu eV eloz), a digit al pay ment s Fin T e ch in Bra zil which w ill fo rm p ar t of our o nline debt resolution proposition, Limpa Nome. We acquire d a major it y s take in Sinac ofi Buró, a l eadin g credi t bure au in Chile , and we have al so sign ed an agr eem ent to acquir e a major it y s take in AP C B uró in Panama. A f ter the p er iod e nd, we sign ed an agre eme nt to acquir e a major it y st ake in MOVA Socie dade de E mpré st imo entr e Pes so as S. A . (M OV A ), a leading cr edi t techno logy F in T e ch in Br azil.
a We are announcin g a sec ond inter im divi dend of 35 .7 5 US cent s p er share, up1 0% . This w ill be p aid on 22 J uly 2022 toshareho lder s on th e regis ter at t he closeofb usine ss on 24 June 2022.
a We have complete d our F Y22 shar e repur chas e pro gramm e for a ne t cash consi der atio n of US$ 1 49m, which o s et s deli ver ies und er emplo yee shar e plans . Wehave als o announ ced t hat we will comme nce a ne t US$ 1 75m share repur chas e pro gramm e in F Y23, w hich willa gain mainly os et del ive rie s unde r employee share p lans.
a Dur ing th e year we r ed eem ed o ur £400m 3.50% Euron otes du e Oc tob er 2021 . We under took a b ond is sue tot allin g €500 m (US$555m) in Febr uar y 2022. O ur bo nds , netof de ri vati ves , total led US$ 3. 9b n as at31March 2022 and had an aver ag e remaining ten or of six yea rs . Undraw n commit te d bank b orr owing f acili ties wereUS$2.6b n as at 31 March 2022 (2021 : US$2.7bn).
a As at 31 March 2022, N et debt to B enchmar k EBI TD A was 1 . 9 x , compar ed to ou r targ et lever ag e ran ge of 2.0 - 2.5x.# Experian plc Strategic report
People Capital allocation and liquidity
Following changes in market adoption of IFRS 16 ‘Leases’ our definition of Net debt has been updated to include lease obligations.
a On 19 January 2022, Experian’s Board announced the appointment of Craig Boundy as Chief Operating Officer and Jennifer Schultz as CEO, North America, both from 1 April 2022. We also announced that Kerry Williams would retire from our Board at the conclusion of the Annual General Meeting on 21 July 2022 and that Craig would be appointed to our Board at that time. We thank Kerry for his outstanding contribution to Experian and wish him well for his retirement.
a Two of our independent non-executive directors, Deirdre Mahlan and George Rose, will also retire from our Board at the conclusion of the Annual General Meeting on 21 July 2022, having completed nine years’ service on the Experian Board. We wish to thank Deirdre and George for their significant contributions to Experian since joining our Board in 2012.
a The Experian Board announces that Jonathan Howell has been appointed to succeed Deirdre as Chair of the Audit Committee from 1 July 2022 and that Alison Brittain has been appointed to succeed George as Senior Independent Director and Chair of the Remuneration Committee from the conclusion of the Annual General Meeting on 21 July 2022. Both Jonathan and Alison are existing independent non-executive directors.
a Cash generation was very strong, and we ended the year with leverage of 1.9 x net debt/Benchmark EBITDA.
a Benchmark operating cash flow was US$1.8bn, up 22% at actual exchange rates.
a We continued to invest in data, technology and new products through capital expenditure, which represented 8% of total revenue. We plan to sustain strong levels of investment to support our growth, and for FY23 we expect capital expenditure to represent circa 9% of total revenue.
Other financial developments
Benchmark PBT was US$1,535m, up 22% at constant currency and 21% at actual rates, after lower Benchmark net interest expense of US$110m (2021: US$121m). Benchmark net finance costs decreased by US$11m, reflecting a reduction in our average funding cost from debt refinancing. For FY23, we expect net interest expense to be around US$120-125m.
The Benchmark tax rate was 25.7% (2021: 25.9%). For FY23, we expect a rate of around 26%, taking into account expected profit mix for the year.
Our Benchmark EPS was 124.5 US cents, an increase of 21% at both constant and actual exchange rates.
The weighted average number of ordinary shares (WANOS) increased to 914m (2021: 910m), following issuance in the previous year. For FY23, we expect WANOS of circa 914m.
Benchmark operating cash flow increased by 22% at actual rates to US$1.8bn and our cash flow conversion was 109% (2021: 106%). The increase is due to the mix of growth, strong control of working capital and some phasing.
Foreign exchange translation was neutral to Benchmark EPS in the year.
For FY23, we expect a circa -1% impact on revenue, flat on Benchmark EBIT and circa +40 basis points on Benchmark EBIT margin, assuming recent foreign exchange rates prevail.
Since 31 March 2022, we have completed three acquisitions for cash consideration of US$221m, and signed an agreement for one further acquisition for US$8m that is subject to regulatory approval.
Outlook
For the year ahead, we expect organic revenue growth in the range of 7-9%, with modest margin improvement at constant exchange rates, supported by continuing investment behind the execution of our strategy. While we are closely monitoring the global macro economic trends, we are confident in our strong track record of robust and resilient performance through the economic cycle.
Regional highlights for the year ended 31 March 2022
We delivered significant progress in North America. Revenue was US$4,122m, with total revenue growth of 17% and organic revenue growth of 13%. The acquisition contribution includes Tapad, which extends our position in digital marketing services, the investments we have made in Verification Services (Corporate Cost Control, EmpTech, Tax Credit Co.), as well as the acquisition of Gabi, which adds to our insurance capability within Consumer Services.
Organic revenue growth across B2B was 10%. This was driven by volumes strength, new product adoption, successful entry into income and employment verification, expansion into new client segments and strong execution across Health and Automotive.
Across financial services, market dynamics have been favourable, with ongoing investment by our clients to drive their digital transformations as well as in new customer acquisition and credit underwriting. This gave rise to strong demand for our innovation-led propositions and for Experian data. Bureau data volumes were strong across more traditional datasets and across our alternative data assets, particularly data which supports short-term lending.
Ascend expansion has again been accretive to growth as we add new modules and extend our reach within existing clients. We also made good progress across our decisioning suite, driven by PowerCurve deliveries, including successful expansion into the mid-market. Additionally, we saw growth across fraud and identity management and analytics.
We continue to increase penetration across new client segments, including for example the financial platforms of leading
| Organic revenue growth % | 2022 | 2021 | 2020 | 2019 | 2018 |
|---|---|---|---|---|---|
| 6 | 10 | 11 | 7 | 13 |
technology providers and in the Buy Now Pay Later segment. These factors offset contraction in mortgage volumes due to lower consumer re-financing activity. We expect mortgage to again be a headwind in FY23, of c.1.5% to Group organic revenue growth.
We are making good progress towards building our presence in employment and income verification services. Our acquisitions have overall exceeded our buy plan expectations and we have grown our market position through new client wins. We have signed over 100 client contracts for Experian Verify. We also continue to invest in growing the number of employment records we have access to, which reached 42 million by the year-end.
In Health, our strategy is to provide our clients with access to a broad set of capabilities to help them address administrative complexity and deliver more transparent financial outcomes for patients. There was strong demand for propositions which drive digital patient interactions, for identity management and for propositions which provide payment certainty, some of which included a contribution from COVID-19 linked activity. Targeting delivered good growth helped by market recovery and organic expansion of our product capabilities across digital activation, identity management and analytics.
Automotive also performed well, benefiting from market recovery as well as continued expansion of our product portfolio, including our Experian Marketing Engine proposition, a turnkey proposition that helps our automotive clients identify prospective customers.
In Consumer Services, we continue to expand our ecosystem of consumer products. Free memberships reached 52 million, up by 11 million year-on-year. It was our fastest growing segment in North America, delivering organic revenue growth of 21%. This reflected free membership growth, upsell into our premium credit and identity offers, strength across our credit marketplace and strength in partner solutions.
We are investing in the development of our insurance marketplace and are excited by the potential ahead to bring a better insurance customer experience to our members. This forms part of our plan to increase the depth of the relationships we have with our members, drive engagement, and find new ways to help our members save money. We are also taking additional steps to enrich our premium membership services, for example through the introduction of new privacy features to enhance our identity management offer, as well as services to help our members negotiate lower rates on internet, wireless, cable and home security bills.
- Free memberships up 11 million in North America, now reaching 52m
- 100 + new contracts for Experian Verify
We are making good progress towards building our presence in employment and income verification services.
North America
The strength of our revenue performance across North America translated into Benchmark EBIT up 15% to US$1,381m. Benchmark EBIT margin was 33.5%, down 50 basis points.# Experian plc Annual Report 2022
Strategic report
Organic revenue growth %
| 2022 | 2021 | 2020 | 2019 | 2018 | |
|---|---|---|---|---|---|
| 0 | 4 | (2) | (6) | 11 |
Chief Executive’s review continued
Progress in the UK and Ireland has been very good. We are successfully executing our transformation programme and delivered a material uplift in profitability. Revenue was US$847m and both total and organic revenue increased 11% at constant exchange rates. We are now turning our attention to positioning the business for sustained long-term growth through a defined set of growth initiatives.
B2B organic revenue growth was 8%. Volume growth was strong reflecting new credit prospecting and loan origination activity by our clients. Our new business performance was very strong, and we gained client mandates from across a wide spectrum, including in traditional banking, FinTech, Buy Now Pay Later and insurance. Clients recognise the superiority of our data assets, where we have placed specific emphasis on expanding population coverage, as well as on enhancing the quality of our data. This increased richness has increased credit visibility, while at the same time enhancing pinning, matching and the performance of our scores. When coupled with our broad analytical capabilities, this has contributed to the success we have seen in securing new mandates and to our improved revenue performance.
Organic revenue growth in Consumer Services was 19%. Over the past year we have attracted 1.5 million new free members to our platform to take the total to 11 million in our bid to help our members to master their credit and to help them to make savings. Our credit marketplace has grown significantly in scale, reflecting higher brand awareness and as we have provided unique propositions like Experian Boost. This in turn means we have attracted more lenders to our platform with a wider range of credit offers. We are investing to develop new engaging features to enrich both our premium and free services to sustain growth into the future.
Benchmark EBIT from ongoing activities improved considerably to US$188m, up from US$123m in FY21. The Benchmark EBIT margin from ongoing activities was 22.2% (2021: 16.7%). This reflects the progress we have made through our transformation programme, as well as the contribution from revenue growth.
Organic revenue growth %
| 2022 | 2021 | 2020 | 2019 | 2018 | |
|---|---|---|---|---|---|
| 66 | 13 | 9 | 17 |
We made a lot of progress across Latin America expanding and diversifying our portfolio from a product, geographic and strategic perspective. We delivered revenue of US$791m, with organic revenue growth of 17% and total revenue growth at constant currency of 25%. Acquisitions contributing to our performance included BrScan, which extended our position in fraud and identity management, Sinacofi, which is a new bureau in Chile, and PagueVeloz, which adds to our Consumer Services activities in Brazil. We also recently signed an agreement to acquire a majority stake in a credit bureau in Panama.
B2B organic revenue growth was 14%, helped by economic recovery, new sources of data, expansion of our product portfolio, greater market penetration and diversification into new verticals. In Brazil, the lending landscape is evolving rapidly following the introduction by the Central Bank of a series of regulatory reforms to improve access to credit to both consumers and to small and medium enterprises (SMEs). This is driving demand for our superior data assets, enhanced scores, sophisticated analytics, and our market-leading platforms. Our positive data product portfolio continues to grow, we delivered new installations of Experian Ascend, CrossCore 2.0 and PowerCurve on Experian One. We are investing to take advantage of new opportunities such as open data, securing our first client wins for our categorisation-as-a-service capability. We have expanded our position in fraud and identity management, and we are broadening our exposure to the agricultural sector, which is a significant component of the Brazilian economy and where there is an opportunity to enhance the efficiency of credit allocation to the broader agricultural community. We have also taken steps towards establishing a presence in the open receivables market with an agreement to acquire a majority stake in MOVA, which helps provide any company, including non-banks, with expertise and technology to perform data-driven credit assessments of their SME end-clients.
Spanish Latin America also delivered strong organic revenue growth. This was driven by volume recovery across our bureaux markets, client adoption of our new product innovations and a very strong performance across our decisioning, fraud prevention and analytics suite.
Consumer Services organic revenue growth was 40%. We attracted 12 million more consumers to our platform this year in Brazil to fulfil on our ambition to provide greater access to credit for all, taking our total free membership base to 71 million. Our debt resolutions service (Limpa Nome) continues to be very effective, adding more partners and helping more individuals to negotiate on their debts. Newer propositions such as our credit marketplace are growing at a rapid pace. We are attracting more lenders to our platform and matching more consumers to card and loan offers. Our premium proposition is also starting to scale. We have introduced new features to our premium offers, including a ‘lock/unlock’ feature which Experian first pioneered in North America, and which helps consumers with fraud and identity management.
Benchmark EBIT in Latin America was US$223m, up 27% at constant exchange rates. The Benchmark EBIT margin from ongoing activities at actual exchange rates was 28.2%, up by 70 basis points. Progress reflected revenue acceleration, even as we invested in developing Consumer Services. Our positive data product portfolio continues to grow. We delivered new installations of Experian Ascend, CrossCore 2.0 and PowerCurve on Experian One. And we are investing to take advantage of new opportunities such as open data.
Free memberships up 12 million in Brazil, now reaching 71m
| Latin America | UK and Ireland | Experian plc | Strategic report | 12 | Organic revenue growth % | 2022 | 2021 | 2020 | 2019 | 2018 |
|---|---|---|---|---|---|---|---|---|---|---|
| 11 | 14 | (3) | (14) | 3 |
In EMEA / Asia Pacific, revenue from ongoing activities was US$507m, with total revenue growth at constant exchange rates of 13% and organic revenue growth of 3%. The acquisition contribution principally relates to the contribution from our bureaux acquisitions, namely the Risk Management division of Arvato Financial Solutions (AFS) in Germany, and Axesor in Spain.
Clients recognise the superiority of our data assets, where we have placed specific emphasis on expanding population coverage, as well as on enhancing the quality of our data. This increased richness has increased credit visibility, while at the same time enhancing pinning, matching and the performance of our scores.
Free memberships up 1.5 million in United Kingdom, now reaching 11m
Our focus in EMEA / Asia Pacific is to concentrate our portfolio on strategic markets where we can take advantage of scale to drive more recurring revenue and more profitable growth. We continue to make good progress across our larger bureaux, and as we take advantage of the shift towards cloud-enabled solutions, alternative data propositions and open-banking solutions. We will continue to streamline our geographic and operational footprint over the coming year where we lack a path to scale.
Our actions have given rise to an improved trajectory for Benchmark EBIT, which for ongoing activities was breakeven for the year compared to a loss of US$(27)m in the previous year. The Benchmark EBIT margin for ongoing activities also improved to 0.0% from (6.0)%.
We are investing in the development of our insurance marketplace and are excited by the potential ahead to bring a better insurance customer experience to our members. This forms part of our plan to increase the depth of the relationships we have with our members, drive engagement, and find new ways to help our members save money.
Scan me Watch this testimonial about saving money on auto insurance
EMEA / Asia Pacific
| 13 | Experian plc | Annual Report 2022 | Strategic report | Our purpose in action | 9m | Brazilians helped to renegotiate debts totalling US$5. |
| :--- | :----------- | :----------------- | :--------------- | :-------------------- | :- | :------------------------------------------------- |# Experian plc Strategic Report 14
We're putting people in control of their financial well-being. We're helping them access, understand and take control of their credit, so they can use it to achieve their financial goals like buying a house, buying a car or sending a child to college. Along the way, we're helping people protect themselves from identity theft and fraud, save money, negotiate debt and improve their financial knowledge. Today, millions of people in the USA, Brazil, UK, India, Colombia and South Africa can see their credit information online, so they can anticipate, act and plan for a better tomorrow. Below are just some of the products that help consumers achieve their financial goals.
Helping consumers to establish their financial identity and move from credit invisible to scorable.
Our Limpa Nome online debt resolutions marketplace enables millions of consumers in Brazil to renegotiate their overdue debts.
Helping millions of consumers increase their credit score by sharing utility payment information to their credit file.
Experian Boost
Experian Go
Limpa Nome
Experian plc Annual Report 2022 Strategic Report 15
We help businesses understand their customers
- 19.1m business credit history records
-
15 Center for Financial Professionals Fintech Leaders 2022
- 23 consumer information bureaux
- 3.6bn credit decisions supported
- Facilitating billions of loans
- 1.4bn consumer credit history records
-
11 in IDC FinTech Rankings Top 100
Our purpose in action
For businesses
- 15 business information bureaux
Experian plc Strategic Report 16
We help organisations around the world to make faster, smarter decisions. We do this by transforming data into information, and by deploying advanced technologies, platforms and analytics that enable them to lend responsibly, more fairly and quickly to people and businesses. We help them to minimise the risk of fraud, deliver a better customer experience, identify new business opportunities, better understand their markets and reduce costs. Below are just some of the products that help businesses to make more informed and better decisions.
Our range of patient engagement solutions makes healthcare more accessible, seamless and convenient for patients and medical staff.
Our component-based decisioning platform helps businesses to make better customer decisions by deploying rich data and advanced analytics for analysing credit risk, decisioning, including marketing, identity and fraud, and affordability across the full customer lifecycle.
Our pioneering combination of data, technology and analytics helps businesses gain powerful insight to make quick and accurate lending decisions.
Experian Ascend
Experian Health
PowerCurve
Experian plc Annual Report 2022 Strategic Report 17
Our purpose in action
- 87m people connected through our United for Financial Health programme since launch in FY21
- Named in Fortune’s 2021 ‘Change the World’ list
- 25,000 hours volunteering
- US$10m+ invested in our Social Innovation Programme reaching 82m people (since FY13)
- 14 partnerships with NGOs
We believe in financial inclusion for all
For communities
Experian plc Strategic Report 18
Millions of people around the world are excluded from basic financial services. It is our mission to help people gain access to credit and improve their financial well-being, enabling families to transform their lives, from home buying to healthcare to education and entrepreneurship. Our focus is on improving financial literacy and confidence, helping people manage their financial lives, and preventing fraud and identity theft. We do this through our core business, social innovation products and community investment – including the United for Financial Health programme we launched in FY21 to support diverse communities.
Improving Financial Health Report
In South Africa we partnered with the National Small Business Chamber to support Small and Medium-sized Enterprises (SMEs) to improve their financial fitness.
In Brazil we partnered with non-profit Sebrae, to launch a free online financial education platform to help microentrepreneurs recover from the economic shock of COVID-19. Through this platform we have made more than 16 million connections with people since the launch in March 2021.
We partnered with Grammy Award-winning recording artist Lecrae to co-create a YouTube series called ‘Protect The Bag’ breaking down the basics for financial health. Protect The Bag has reached over 10 million individual social media users with financial education and messages of financial hope and inclusion.
Upskilling women in technology
We worked with Code First Girls in the UK, Italy and South Africa to upskill women in technology through training, coding mentoring and internships.
Enhancing financial literacy
Helping small businesses grow
Experian plc Annual Report 2022 Strategic Report 19
Our purpose in action
We recognise no boundaries and accept no limits to our ambition
- 40 Employee Resource Groups
- 20 countries certified Great Place To Work
- 99 nationalities represented
- 4.3 Glassdoor rating
- 5 generations in the workforce
For our people
Experian plc Strategic Report 20
The innovative solutions we provide to customers are made possible by our people. Globally, we employ 20,600 of the best and brightest minds and we want to be one of the best companies in the world to work for by creating a diverse, equitable and inclusive workplace where everyone can thrive and bring their best selves to work. Our products, our services and our time are used to make a real difference to the financial lives of people all over the world and we all work towards a common purpose, to be a force for good.
Experian's Early Careers programme
The programme helps young graduates 'Discover the Unexpected'. See what our UK graduates have to say about their work experience at Experian.
Committed to creating a more diverse workforce
We have set a target to ensure 40% of our senior leaders and 47% of our total workforce are women by March 2024. Meet the Women in Experian.
Experian Stories
This is a new financial education series told by our people. Silvia recounts what it was like to establish credit as a college student for the first time.
Experian plc Annual Report 2022 Strategic Report 21
Stakeholder engagement
They need:
* A high-quality and accurate data, to monitor their status and identity effectively
* Access to credit and other services
* Data security and privacy
* Protection from fraud and identity theft
How we engage
- Day-to-day engagement through our free platforms providing financial education, tools, free Experian credit reports online and various other products and services
- Marketing campaigns and media relations activities
- Social media channels, such as Ask Experian blog, #CreditChat campaign, CreditChatLive events and Experian News, as well as working with social influencers
- Consumer advocate outreach programmes
- Experian Education Ambassador employee volunteer outreach
- Consumer experience programmes
- Consumer Council
- Call centres address customer concerns on a range of issues, from access to credit, to amending data on their credit file, to helping to support people who are victims of identity theft
How we respond
To address data accuracy on credit files, we have processes for consumers to review their data, raise a query and have corrections made if needed.
We help consumers understand and improve their credit scores, and protect themselves against fraud through our core products, our social innovation products and our community investment programmes. We provide regular financial education and guidance through social media channels, and hold live video events with industry experts. We also raise awareness of relevant issues through our marketing campaigns and media articles. Our colleagues volunteer their time as Education Ambassadors to share knowledge through community programmes, client events and other consumer interactions. We listen and respond to consumer feedback on our products and services. As trusted custodians of data for millions of consumers, we have a responsibility to keep consumer data safe.We adopt rigorous policies and due diligence to ensure the security, privacy and accuracy of consumer data, and we strive to be transparent with consumers about the data we hold.
How we add value
We help millions of consumers take control of their finances and protect their identity. Our credit-monitoring services help consumers understand their credit status and their ability to access credit during key life events. Our marketplaces help consumers take control of their finances by finding credit and insurance offers that will help them save money. Our debt resolution services help consumers negotiate with lenders to secure more-affordable terms.
Our ambition is to be viewed as one of the greatest companies in the world by all our stakeholders. To achieve this, we need to understand the needs of our stakeholders and the most effective way to engage with them.
Consumers are at the heart of what we do – they use our products and services to monitor their financial status, protect themselves from identity theft, and to shop for credit and insurance offers in our marketplaces.
Creating value for all stakeholders
- 134m free members across the USA, Brazil and UK
- We help millions of people and support 3.6bn credit decisions facilitating billions of loans
- 11.2m conversations with consumers
- 174k fraud victims supported
- Prevented fraud of at least US$11bn
They need
- To enhance the services they provide to their customers – typically faster and frictionless digital interactions
- To identify their customers and prevent fraudulent transactions
- To meet their own compliance and regulatory requirements
- High-quality and accurate data
- Data security and privacy
How we engage
- Day-to-day interactions with Sales, Product and Support teams
- Ongoing client relationship and Net Promoter Score surveys, customer loyalty monitoring
- Responding to client requests for information
- Engaging with clients through webinars, advisory boards and conferences
Communities
Need:
- Business success, employment and job creation
- Access to public services
- Long-term asset creation in communities
- Inclusion in mainstream financial services and products
- A healthy environment to live in
How we engage:
- Community investment, charity partnerships and sponsorship
- Employee volunteering
- Gifts in kind and pro-bono work
- Advice and support
- Social Innovation programme
- United for Financial Health programme
- Campaigns to raise awareness of topics relevant to communities
How we respond
We monitor our clients’ expectations through customer-experience programmes, and we use their feedback to help us improve their experience with Experian. We collaborate with clients on solutions to their key challenges at our four DataLabs around the world, and we provide regular opportunities for clients to explore how data and technology can help them address market trends. We use our Athena innovation-management system to innovate on emerging customer requirements.
How we add value
We help thousands of businesses use data more effectively – enabling them to make faster and smarter decisions so they can deliver more efficient and frictionless services to their customers. We help them by turning data from many sources into useful information. We create powerful analytics and software, so they can make more informed lending decisions and protect themselves from fraud. Every year, our data supports billions of credit decisions, facilitating billions of loans and microloans for their customers, while preventing billions in fraud.
How we respond
Community investment has always been central to our corporate responsibility programme, with a strong focus on initiatives that support financial education and management. Our employees get involved through volunteering, and we offer technical support for charities. By working with NGO partners and through our United for Financial Health programme, we connect with people across diverse communities. This programme enables us to direct our investment more effectively across communities. Many of our core products (e.g. Experian Boost and Experian Go) and social innovation products (e.g. Limpa Nome) help improve financial lives, including for vulnerable members of society.
How we add value
Central to our purpose is helping people access credit and other financial services that they can use to take control of their financial circumstances and improve their lives. We also support local economies through employment and paying taxes. By helping businesses prosper, we enhance their potential as local employers.
- Clients: Our B2B clients are organisations that purchase our data assets, technology solutions and analytics.
- Our communities: Those who live in areas where we operate.
- 1.4bn people reached through Social Innovation projects
- US$15.9m community investment
- 23 consumer and 15 business information bureaus
- 43 countries
- 120k clients globally
- 25,000 hours volunteering
- 87m people connected through our United for Financial Health programmes since launch in FY21
Experian plc Annual Report 2022 Strategic report
Stakeholder engagement continued
Supplier Relationship Management
- Our suppliers: Those who have a direct contractual relationship with us to supply goods or services.
- Our people: Everyone employed by Experian.
- 20,600 employees
- 31 key suppliers in our dedicated SRM
- 14.3 Glassdoor rating
- 99 nationalities represented
- 40 Employee Resource Groups
- 12,000 data contributors in the USA
They need
- To feel valued for their contribution
- To feel supported, especially while working remotely
- To feel they make a difference to society
- To contribute to our engaging, positive, empowering culture
- Training and learning
- Career progression
- Job security
How we engage
- Internal communications
- Regular dialogue and performance discussions with managers
- Regular people surveys, surveys for new joiners and leavers
- Board engagement
- Employee Resource Groups and other networking opportunities
- Feedback via online feedback.me tool
- Employee assistance helpline
- Whistleblowing hotline
They need
- Long-term, collaborative, trusted relationships
- Business opportunities
- To mitigate market and financial risks
- To meet regulatory requirements and our Environmental, Social and Governance (ESG) expectations
How we engage
- Procurement process
- Our Supplier Relationship Management (SRM) programme
- Supplier-facing website
- Third-Party Supplier Risk Assessment process
- Through the Carbon Disclosure Project (CDP)
How we respond
We have a ‘people first’ culture. We listen to our people’s views and value their feedback. In response to our regular engagement surveys (Pulse and Great Place to Work (GPTW)), we share practical suggestions through our enterprise-wide communication platform, Horizon. The platform enables employees to post comments on all articles and the authors of the articles respond to the comments in a timely manner. Our CEO, CFO and COO host quarterly global meetings alongside our results sessions where all colleagues are invited to ask questions on any topic related to the business.
How we add value
Our work carries great responsibility, and how we work is as important as what we do. We support a positive, collaborative, diverse, equitable and inclusive culture and do all we can to make Experian a great place to work, where every person can bring their whole selves to work. We celebrate great performance and offer employees support to learn new skills and progress their careers, giving them a sense of purpose – an integral part of our organisational culture that has a positive impact globally.
How we respond
We create close and collaborative relationships with key suppliers to ensure streamlined processes, performance, segmentation and qualification. This helps us uncover and realise new value, increase savings and reduce costs and risk of failure. We have a specific supplier-facing website to help suppliers understand our expectations and ethical requirements, and we conduct due diligence to ensure compliance with critical issues such as data security, modern slavery and environmental performance. Forging close relationships also helps us ensure we meet our compliance obligations.
How we add value
Many of our data contributors are also our clients. They often supply us with data through a give-to-get model. Our ability to combine, clean, sort and aggregate data from thousands of data contributors creates a more complete picture of consumer or business interactions across markets.
Experian plc Strategic report
Our shareholders and bondholders
Current and potential owners of Experian’s shares and bonds.
Governments
Governmental institutions and policy-makers in all our regions.
- 1.4bn consumer and business credit history and repayment records
- 12% Organic revenue growth
- 19% reduction in total carbon emission intensity since 2019
- 15# 7 % Return on capital employed US c 51.7
5 Full-year dividend per share US c 12
4.5 Benchmark EPS
They are concerned about:
- Generating prosperity
- Managing economic cycles
- Supporting their stakeholders’ financial well-being
- Compliance with regulations
- Managing issues that affect consumers and businesses
- Mitigating impacts of, and reversing, climate change
How we engage:
- Constructive relationships with policymakers, including regular interaction with members of senior management
- Responding to public consultations on issues relevant to our business
They need:
- To understand Experian’s strategic direction, financial performance, and the sustainability of the business
- To analyze structural market trends
- To generate sustainable investment returns through share price appreciation, dividends or share buybacks
- To understand management and incentive structures
- To ensure they are investing in businesses that are committed to environmental progress, societal benefit and which have strong governance
How we engage:
- Quarterly financial updates, Annual Report, Diversity, Equity and Inclusion Report and Improving Financial Health Report
- Meetings, roadshows, conferences and sessions specific to our business, strategy and ESG matters
- Responding to investors’ queries on financial, strategic and ESG topics
- Regular investor surveys and feedback
- During our Annual General Meeting shareholders are able to meet and put questions to our senior management team and Board of Directors
How we respond:
We monitor regulations and put in place policies and processes to ensure compliance. Board and Audit Committee reporting includes legislative and regulatory matters as well as relevant government affairs matters. We take part in events to communicate the role we play in supporting an innovative, regulated data industry. We engage with policymakers to inform the development of appropriate legislation, and participate in multi-stakeholder engagement for policy consultation and to provide policymakers with a better understanding of our industry, data processing and innovative data use. We also engage with various organisations to address societal challenges.
How we add value:
We enable the transparent flow of data that is essential to the functioning of modern economies and the financial ecosystem. High-quality data reduces the risk to lenders of extending credit, ensures fair and responsible lending, increases confidence to lend, as well as the ability to assess affordability and meet compliance obligations. This benefits the wider economy by improving access to credit, improving market competition, increasing credit diversification and reducing the cost of credit.
How we respond:
We build relationships with our shareholders through our investor relations programme. During our quarterly live financial updates, we inform analysts, investors and other interested parties about Experian’s financial and strategic progress. Investors are able to ask questions during these sessions and can also access all results-related information, including transcripts, on our website. We hold face-to-face meetings and run teach-ins to educate them about our business and ESG commitments. The Chair of the Board meets our largest shareholders to discuss developments in ESG and other material issues. We regularly collect investor feedback and share this with management and the Board to ensure our shareholders' views are well understood. We’ve used feedback from investor meetings to improve our communication with shareholders as well as our ESG reporting.
How we add value:
We aim to create long-term shareholder value through organic and inorganic investments to grow our position in our chosen markets, balanced with shareholder returns, dividend payments and share repurchase programmes when appropriate – all while ensuring we meet our wider sustainability commitments.
25 Experian plc Annual Report 2022 Strategic report
Our investment case
Helping our customers:
Our data assets are extensive, and we combine data with sophisticated analytics to truly harness its power. We invest continuously to enrich and enhance the quality and coverage of our data assets, and we place a significant emphasis on innovating to develop new propositions to help our customers. We also invest to grow our consumer membership base and to extend the services our members can access. In a dynamic operating environment, this gives us the opportunity to grow our business by addressing new requirements and emerging trends. We have clients across many segments and geographies, and we grow by extending the services we provide to our existing clients, by adding new customers and by growing our consumer membership base. Experian’s roots lie in providing credit information and assessing lending risks. This is still the foundation of our business but we also do much more – for lenders, individuals, telecommunications companies, governments, the automotive sector, US health care providers and many other industries. This gives rise to many opportunities to expand, while also providing great resilience, helping us to withstand adverse external events, such as the global pandemic.
A deep understanding of our markets:
We regularly map the markets which are directly addressable by Experian and our assessment is that they are material in scope. They are also expanding rapidly, driven by the growing adoption of digital services, the shift towards automated services, the need for our customers to identify and authenticate their counterparties and the desire by individuals to access financial services in a digital world. All of these activities rely on data and the type of sophisticated analytics that we provide. To harness these opportunities, we concentrate our investment into five strategic focus areas, these are discussed in more detail in Our strategy section on page 35. We have developed detailed plans to pursue these opportunities.
We are a responsible business:
ESG is core to how we run our business. We transform lives by improving access to credit and empowering individuals to understand their finances. This is integral to our business and to the core products that we offer. We add to this through well-defined social innovation programmes and through community investments. In this way we contribute to the United Nations Sustainable Development Goals related to improving access to credit and financial services. We are a leading global information services company with significant expertise in data and analytics. We help individuals to take control of their finances and to save money. We help businesses to lend responsibly and appropriately and to minimise the risk of fraud. We support people and organisations to access information faster and to make precise decisions which in turn helps them further their goals. We are deeply aware of our responsibility to treat data – and those it belongs to – with care and respect. Data security is of the utmost focus and we implement the highest standards of security controls. We are also committed to becoming carbon neutral in our own operations by 2030¹ and have set science-based targets to achieve this.
Strong foundations:
Financially we are well positioned. Our balance sheet is strong and we have ample funding liquidity. We also have a proven track record of converting operating profit to cash. This allows us to focus on our priority investment areas by investing organically and pursuing acquisition opportunities while also balancing the returns we provide to shareholders.
A unique investment proposition
1 All references in this Annual Report to ‘carbon neutral in our own operations by 2030’ include all Scope 1 and 2 emissions, plus within Scope 3 the categories of ‘Purchased Goods and Services’, ‘Business Travel’ and ‘Fuel-and-energy-related activities’ (which represent 83% of our baseline emissions in Scope 3). This is aligned with the emissions covered by our science-based target approved by the SBTi. Refer to pages 64-71 for further information.
Experian plc Strategic report
26
1 Please refer to note 6 to the Group financial statements for definitions of organic revenue growth and Benchmark EBIT to Benchmark operating cash flow conversion.
Positive organic growth:
We have averaged 6% annual organic revenue growth¹ since we became an independent listed company in 2006, sustaining positive organic growth through all macro economic conditions. The diversity of our portfolio and our ability to adapt have helped us to sustain growth even when the external macro economic environment has been challenging, for example during the 2007/2008 global financial crisis and the COVID-19 pandemic.More detail is available in the Financial review section of this report.
Highly recurring revenue
Many of our products and solutions are mission critical and an integral part of our clients’ operating processes.
Highly cash-generative, low capital intensity business
Our Benchmark EBIT to Benchmark operating cash flow conversion rate¹ has averaged 99% since 2006.
Best use of the cash
We balance the need for organic investment in innovation and acquisitions with returns to shareholders, through dividends and share repurchases.
Market-leading data
Unrivalled in its scale, quality and integrity. Worldwide we hold and manage the credit history and repayment data of 1.4 billion people and 191 million businesses.
A 'people first' culture
Our people are smart, curious and experts in their fields. We invest to support a positive, collaborative, diverse, equitable and inclusive culture where performance is rewarded and employee development is encouraged.
Harnessing innovation
We have a culture of innovation and continually invest in new product and solution development to address emerging opportunities.
Ongoing investment in technology
Technology is how we maintain and extend our competitive advantage. It is critical to the way we ingest, store and secure data, as well as to the way we develop and deliver our products. We also use technology to enhance our own processes to improve productivity and reduce costs.
Market leader
We hold the number one or two positions in our largest markets – the USA, Brazil and the UK.
Diversified portfolio
Our businesses cross different sectors and regions, operating in 43 countries.
Scalable business model
Allows us to grow revenues quickly at low incremental cost.
Significant synergies
Our operations combine data sources, integrate analytics and use technology to offer differentiated propositions.
Secure opportunities
We continually invest across specific addressable markets.
A strong basis for future growth
Created by combining these five strengths.
Transforming financial lives
We help people take control of their financial health – through our core offering, social innovation products and community investment.
Safeguarding futures
We protect our customers and their families from identity theft and fraud.
Providing access to credit
We are introducing innovative ways for those who lack basic financial services to gain access to credit, for example through use of alternative data sources and financial education programmes.
A responsible business
We help to protect the environment and manage the risks of climate change. We have worked to reduce our carbon footprint year-on-year and are committed to being carbon neutral in our own operations by 2030.
An inclusive organisation
We are committed to being a diverse, equitable and inclusive organisation, at all levels and across all regions. We have established detailed targets to achieve this, as set out in the ESG section of this report.
We are a leader in global information services with strong positions in growing markets
We place a strong emphasis on Environmental, Social and Governance
Our strong foundations support our growth prospects
We remain financially well positioned
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Experian plc Annual Report 2022
Strategic report
We have made good progress in executing our strategy and achieved a strong performance. We measure our progress through a range of key performance indicators.
| Key performance indicators | % 2022 | % 2021 | % 2020 | % 2019 | % 2018 |
|---|---|---|---|---|---|
| Organic revenue growth | 12% | 12% | 15.7% | 14.9% | 16.1% |
| 2019 | 2018¹ | |
|---|---|---|
| Organic revenue growth (continued) | 15.9% | 15.5% |
| Return on capital employed (ROCE) | % 2022 | % 2021 | % 2020 | % 2019 | % 2018¹ |
|---|---|---|---|---|---|
| ROCE | 15.7% | 15.7% | 15.7% | 16.1% | 15.9% |
| Benchmark earnings per share (EPS) | USc 2022 | USc 2021 | USc 2020 | USc 2019 | USc 2018¹ |
|---|---|---|---|---|---|
| Benchmark EPS | 124.5 | 103.1 | 103.0 | 98.0 | 94.4 |
| Benchmark EBIT and Benchmark EBIT margin¹ | % 2022 | % 2021 | % 2020 | % 2019 | % 2018³ |
|---|---|---|---|---|---|
| Benchmark EBIT margin | 26.2% | 25.8% | 26.9% | 26.9% | 27.1% |
| US$m 2022 | US$m 2021 | US$m 2020 | US$m 2019 | US$m 2018 | |
|---|---|---|---|---|---|
| Benchmark EBIT | 1,640 | 1,379 | 1,386 | 1,306 | 1,241 |
Why is this important?
It is a measure of our ability to provide innovative propositions and services for clients and consumers, and to extend these to new industries and across many regions.
Aim: To consistently achieve mid- to high single-digit organic revenue growth.
Analysis: Organic revenue grew 12%, with the main contributors being North America 13%, Latin America 17%, and the UK and Ireland 11%, with strong contributions from both B2B and Consumer Services. See page 130 – Revenue performance is linked to directors’ remuneration. For a reconciliation of revenue from ongoing activities, including disclosure of organic and acquisition revenue, from the year 31 March 2021 to 31 March 2022 see Note 9 (ii) to the Group financial statements.
Why is this important?
It measures how well we turn our revenue into profits, which allow us to reinvest for future growth and to provide returns for shareholders.
Aim: To operate our business efficiently and cost effectively with stable EBIT margins.
Analysis: We continued to invest in marketing to support Consumer Services momentum, new product innovation, new business development and our technology modernisation programmes. Overall, for the Group, Benchmark EBIT was US$1,640m, up 19% at both constant and actual exchange rates. Benchmark EBIT margin was 26.2%, up 60 basis points before the impact of foreign exchange rates, and up 40 basis points overall. See page 130 – Benchmark EBIT growth is a directors’ remuneration measure.
¹ From ongoing activities.
² Results for FY21 are re-presented for the reclassification to exited business activities of certain B2B businesses.
³ Restated for IFRS 15.
Why is this important?
It measures how effectively we have deployed our resources and how efficiently we apply our capital.
Aim: To generate good returns on the investments we make and create long-term value for shareholders.
Analysis: This year, ROCE was 15.7%, up 80 basis points on the prior year, reflecting revenue growth and our continued focus on operating efficiency. See page 130 – Adjusted ROCE is a directors’ remuneration measure.
¹ Restated: see note 6 to the Group financial statements.
² Restated for IFRS 15.
Why is this important?
EPS measures our success at generating surpluses and value for our shareholders.
Aim: To achieve earnings growth for shareholders while balancing reinvestment to secure future growth opportunities.
Analysis: Benchmark EBIT from ongoing activities was up 19% at constant exchange rates, due to our organic revenue growth performance. Our Benchmark net finance costs decreased to US$110m, and Benchmark tax rate was down 20 basis points at 25.7%. With weighted average numbers of shares at 914m, this resulted in Benchmark earnings per share of 124.5 US cents. This was up 21% on the prior year at both actual and constant exchange rates. See page 130 – Benchmark EPS growth is linked to directors’ remuneration.
¹ Restated for IFRS 15.
A strong performance
See note 6 to the Group financial statements for definitions of these non-GAAP measures: organic revenue growth, Benchmark EBIT, Benchmark EBIT margin, ROCE, Benchmark earnings per share, and Benchmark operating cash flow and cash flow conversion.
| Benchmark operating cash flow and cash flow conversion | % 2022 | % 2021 | % 2020 | % 2019 | % 2018¹ |
|---|---|---|---|---|---|
| Benchmark operating cash flow conversion | 109% | 106% | 88% | 97% | 96% |
| US$m 2022 | US$m 2021 | US$m 2020 | US$m 2019 | US$m 2018 | |
|---|---|---|---|---|---|
| Benchmark operating cash flow | 1,800 | 1,476 | 1,214 | 1,270 | 1,196 |
¹ Restated for IFRS 15.
Why is this important?
Cash flow gives us the capacity to operate, and reinvest. The efficiency with which we convert profits into cash flow is measured by cash flow conversion.
Aim: To convert at least 90% of Benchmark EBIT into Benchmark operating cash flow.
Analysis: Cash flow performance was strong this year with Benchmark operating cash flow of US$1,800m, up US$324m on last year. The increase is due to the mix of growth, strong control of working capital and some phasing. See page 130 – Cumulative Benchmark operating cash flow is a directors’ remuneration measure.
¹ Restated for IFRS 15.
Why is this important?
An engaged and motivated workforce helps us develop exciting new propositions and find new opportunities, while appropriately managing risks.
Aim: To ensure Experian is a great place to work and that we can attract and retain the best people.
Analysis:
* Our Great Place to Work survey was conducted globally for the first time this year with close to 11,000 employees taking part. We achieved an engagement score of 78%.
* Experian was certified as a Great Place to Work in 20 countries, with over 90% of participating employees agreeing that people are treated fairly regardless of their social and economic status, sexual orientation, race and gender, and 86% are proud to tell others they work for Experian.# Employee engagement
A regular pulse surveys were conducted throughout the year and on average across all pulse surveys, 85% of employees responded favorably to: "I am receiving the right amount of support from my manager at this time"; 88% of employees responded favorably to: "I am able to be productive in my current work set-up"; 87% of employees responded positively to: "I feel I am able to be myself at work". We are further encouraged by an improved Glassdoor rating for a sixth year in a row, to 4.3 out of 5. Our people continue to demonstrate our Experian Way behaviour, resulting in our handing out 14,348 employee nominated recognition awards in FY22. See the Inspiring and supporting our people section on pages 56 to 61 for further information on how we've been looking after and listening to our people this year.
Carbon emissions
Why is this important? It measures the carbon emissions we generate, as we have a responsibility as a business to reduce our carbon footprint and respond to the climate change emergency.
Aim:
To be carbon neutral in our own operations by 2030¹.
Analysis:
To become carbon neutral we need to achieve our validated science-based carbon reduction target and, once the targeted levels of carbon reduction have been achieved, we must carbon offset remaining emissions within our target boundary.
Science-based target (validated):
- Scope 1 and 2 (1.5°C scenario): Reduce absolute Scope 1 and 2 emissions by 50% by 2030 (from 2019)
- Scope 3 (2°C scenario): Reduce absolute Scope 3 emissions from Purchased Goods and Services, Business Travel and Fuel-and-energy-related activities by 15% by 2030 (from 2019)
This year, our total Scope 1 and 2 emissions have reduced by a further 1%. The reduction and consolidation of office space as we’ve moved to more flexible working patterns has reduced our electricity consumption (Scope 2), more than offsetting the impact of increased commuting in company cars (Scope 1) as employees return to the office. So far, we have achieved a 44% reduction in our Scope 1 and 2 market-based emissions since 2019, against our target of a 50% reduction.
The emissions included within our Scope 3 science-based target (Purchased Goods and Services; Business Travel; and Fuel-and-other energy-related activities) are 2% higher in 2022 than our 2019 baseline. This has largely been driven by our Purchased Goods and Services emissions, reflecting growth in the business. As our science-based target is an absolute target, we are committed to cutting total emissions despite the business growing. We are engaging with our suppliers to understand how they can reduce their emissions, and if required, will switch to suppliers that can better support our target. As this supplier engagement process takes time, we expect some increases in emissions before our initiatives begin to deliver reductions. However, we remain committed to delivering a 15% reduction in these Scope 3 emissions by 2030.
Overall, we have reduced our total carbon emission intensity² by 19% since 2019, now at 87.4 tonnes CO₂e³ per US$1m revenue. This shows that we’re able to reduce our relative carbon emissions while the business continues to grow.
| 2022 | 2021 | 2020 | 2019 | |
|---|---|---|---|---|
| Carbon intensity – total emissions per US$1m revenue (tonnes CO₂e) | 87.4 | 87.6 | 100.1 | 107.9 |
| Scope 1 & 2 market-based emissions (000s tonnes CO₂e) | 16.4 | 16.5 | 25.1 | 29.2 |
| Total Scope 3 emissions (000s tonnes CO₂e) | 532.9 | 453.9 | 493.4 | 495.3 |
See the ‘Protecting the environment’ section on pages 64 to 71 for further information on how we are taking action on climate change.
¹ All references in this Annual Report to ‘carbon neutral in our own operations by 2030’ includes all Scope 1 and 2 emissions, plus within Scope 3 the categories of ‘Purchased Goods and Services’, ‘Business Travel’ and ‘Fuel-and-energy-related activities’ (which represent 83% of our baseline emissions in Scope 3). This is aligned with the emissions covered by our science-based target approved by the SBTi. Refer to pages 64-71 for further information.
² Carbon intensity: CO₂e emission per US$1m of revenue.
³ CO₂e = CO₂ equivalent.
Experian plc Annual Report 2022 Strategic report
Our business model
Everything we do is in pursuit of our purpose. We help businesses to grow, people to prosper and communities to thrive, while promoting a culture of diversity, inclusion and unlimited opportunities for all. Helping individuals, as well as businesses of all sizes, to achieve their financial goals is at the heart of our work.
About us
Providing essential services for people and organisations
We are experts at turning data into information. By integrating data into advanced technologies and by deploying sophisticated analytics, we can play a key role in helping consumers and businesses interact more easily with each other.
We help consumers
* Better understand their financial position and confidently manage decisions about their finances
* Improve access to financial services
* Shop for credit and insurance offers in our marketplaces
* Protect themselves against identity theft and fraud
* Negotiate debts with lenders
We help businesses
* Deliver services to consumers with greater speed, efficiency and accuracy
* Make fairer, better-informed and more responsible decisions
* Manage credit risk and minimise the risk of fraud
* Understand their markets, become more efficient and reduce costs
* Gain business intelligence and improve their customer experience
We add value
* By increasing effectiveness, lowering costs, and making data-driven digital transactions more convenient, secure and safe
* By investing in key differentiators that underpin our business, and using these to execute our strategy and improve operational excellence
See pages 22 to 25 for more information on how we create value for stakeholders.
Consumers
- Understand and improve their financial profile
- Access to credit reports and scores, identity monitoring and protection
- Free consumer membership base of 134m people
- Products: Experian Boost, Experian Go, PowerScore
- Financial education
- Comprehensive awareness and education programmes
- United for Financial Health across multiple regions, Trilha Financeira in Brazil
- Make better financial decisions and achieve better, faster outcomes
- Product comparisons for credit card, personal loan, mortgage or automotive insurance products they will most likely qualify for and benefit from using
- Products: Match/Credit Matcher/e Cred in USA, UK and Brazil, Auto Check in the UK, Car Cert in Germany, patient care eligibility and access solutions: My Health Direct in the USA
- Protect themselves against financial loss and identity theft
- Identity Theft Protection – Experian Credit Lock
- Security Freeze
- Manage their spending and meet payment obligations
- Limpa Nome de debt negotiation (Brazil)
- Serasa Digital Wallet (Brazil)
Business-to-Business
- Big data analytics platform
- Ascend Technology Platform: data on demand and sophisticated analysis tools
- DataLabs: advanced data analysis, and research and development by data scientists
- Core data platforms
- Collect, sort and aggregate data from tens of thousands of traditional and alternative sources and transform it to provide a range of information services
- Open data platforms
- Open Banking: facilitating the provision of data from consumer bank accounts, with their permission, to other parties
- Consumer-contributed data
- Consumers adding their own data to their credit files with products like Experian Boost in the USA and UK
- Decisioning
- Manage and automate large volumes of decisions and processes, on site or in the cloud
- Power Curve in the cloud: customer decision management for connecting analysis and operations
- CrossCore: fraud prevention
We help create opportunities for people to improve their lives and for organisations to make faster, smarter decisions. We do this by transforming data into information, and by deploying advanced technologies, platforms and analytics. We use the power of data to create opportunities, improve lives and make a meaningful difference in society.
Experian plc Strategic report
A detailed look at what our business segments do and how they generate revenue
| A. North America | B. Latin America | C. UK and Ireland | D. EMEA/Asia Pacific | Total | |
|---|---|---|---|---|---|
| Data¹ (US$m) | 2,033 | 528 | 409 | 343 | 3,313 |
| Decisioning¹ (US$m) | 784 | 149 | 244 | 164 | 1,341 |
| Consumer Services¹ (US$m) | 1,305 | 114 | 194 | 1,613 |
¹ Revenue from ongoing activities.
Consumer Services
Business-to-Business
Data
Decisioning# Strategic report
Our business model continued
What we do
We operate 23 consumer and 15 business information bureaus across the globe, to provide businesses with the information they need to develop relationships with their customers, to grow their businesses and to manage the risks associated with extending credit. We build and manage large and comprehensive databases containing the credit activity and repayment histories of millions of consumers and businesses. We collect, sort, aggregate and transform data from tens of thousands of sources, to provide a range of information services. Organisations analyse and use this information to make decisions about lending and the terms on which to lend. Read about our responsibility to treat data with respect on pages 50 to 55.
We draw on the depth and breadth of our credit information databases and on other information, including clients’ own data, to create and develop predictive tools, sophisticated software and platforms. These all help businesses and organisations manage and automate large volumes of decisions and processes, both on site and in the cloud. Our services help our clients improve the consistency and quality of their business decisions, in areas including credit risk, fraud prevention, identity management, customer service and engagement, account processing, and account management. Our industry specialists and data scientists work with clients to help them find the best solutions for their needs. Read about how we're combining our data, analytics and software to solve a range of client needs – see pages 34 to 45.
Key customers
Banks, automotive dealers, retailers and telecommunication companies
How we add value
- We aggregate data from many sources and turn it into information they can use for many different purposes.
- We help provide lenders with a comprehensive view of a consumer’s financial situation.
- Information is used to support impartial credit decisions, broaden access to credit and promote fair and responsible lending.
- We also provide marketing data relevant to consumer lifestyles which helps businesses understand their customers better and serve them with tailored products.
Revenue model
- Primarily transactional with some contribution from licence fees.
What we do
We help millions of consumers take control of their credit so they can manage their financial position. We provide credit education, identity monitoring and fraud prevention services directly to consumers in the USA, Brazil, UK, South Africa, Peru, Colombia and India. Our services for consumers include free access to their Experian credit report and score, and useful online educational tools. In the USA and UK we enable people to contribute their own data to their file, for example utility, mobile payments and streaming services, to help them improve their credit score. We offer comparisons services that show consumers a choice of relevant and available credit, personal loan, mortgage, automotive insurance and other deals. In Brazil, our online recovery portal, Limpa Nome, lets consumers see all their own past-due debts in one place, and negotiate more achievable repayment plans with lenders. Read on pages 36 to 37 how we're redefining Consumer Services far beyond credit scores and monitoring.
Key customers
Consumers, lenders and insurance providers
How we add value
- Support consumers in taking control of their credit, improving their financial well-being and achieving their financial goals.
- Provide immediate tangible results through credit score improvement and renegotiation of debts.
- Support eligibility for, and improved access to, credit offers and other services.
- Improve navigation of major financial decisions, such as buying a home.
- Improve detection of, and resilience to, identity theft and fraud.
Revenue model
- Monthly subscription and one-off transaction fees.
- Referral fees for credit products.
- White-labelling partnerships.
What we do
We draw on the depth and breadth of our credit information databases and on other information, including clients’ own data, to create and develop predictive tools, sophisticated software and platforms. These all help businesses and organisations manage and automate large volumes of decisions and processes, both on site and in the cloud. Our services help our clients improve the consistency and quality of their business decisions, in areas including credit risk, fraud prevention, identity management, customer service and engagement, account processing, and account management. Our industry specialists and data scientists work with clients to help them find the best solutions for their needs. Read about how we're combining our data, analytics and software to solve a range of client needs – see pages 34 to 45.
Key customers
Financial services, retail, US healthcare, telecommunications, utilities, insurance and FinTech
How we add value
- Assessments of creditworthiness, suitability and affordability of loans support responsible lending.
- Faster, frictionless and better-informed decisions help improve customer experience.
- Relevant insights into new and existing customers support more effective management and better engagement with customers.
- Authentication of customer identity helps prevent identity fraud and other crime.
Revenue model
- Software and system sales: consultancy and implementation fees; recurring licence fees; and transactional charges.
- Credit scores sold on a transactional, volume-tiered basis.
- Analytics: a mix of consultancy and professional fees, as well as transactional revenues.
Market position
Number one or number two in our key markets
Main competitors: Equifax, TransUnion, Dun&Bradstreet, BoaVista, LiveRamp and Epsilon
Market-leading provider of business solutions in key markets except for the USA
Main competitors: FICO, IBM, SAS and Change Healthcare
We are the market leader in Brazil and one of the market leaders in the USA and the UK
Main competitors: Intuit, Nerd Wallet, LendingTree, ClearScore, Equifax and TransUnion
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Experian plc Annual Report 2022
Strategic report
Our business model continued
What makes us different?
The Athena process
| Traditional credit data | Increased breadth and depth of data | More predictive | Broader applications | New datasets |
|---|---|---|---|---|
| + | = |
A culture of innovation
Innovation has always been a major differentiator and growth driver for us. We have established a culture of continuous innovation and we employ some of the world’s leading data scientists and software engineers to innovate in anticipation of ever-changing market trends, and to solve pressing business and consumer challenges. We continually invest in data science and maintain high standards of scientific excellence. We have a formal process and framework of innovation across Experian. We call it ‘Athena’, and it helps us bring new products and services to market more successfully.
Consumers are at the heart of what we do
We have relationships with millions of consumers. We help people use data to support their financial well-being. We have pioneered new ways to give people greater control over their data, and give them the confidence to flourish financially.
We will manage our business based on clear principles:
- Security
Data security is critical. Securing and protecting data against unauthorised access, use, disclosure and loss are key priorities for us. - Accuracy
We will make data as accurate, complete and relevant as possible for the manner in which it is used, always in compliance with legal requirements. - Fairness
We collect and use data fairly and for legitimate purposes, balancing privacy expectations with the social and economic benefits derived from the responsible use of data for individuals, businesses and clients. - Transparency
We are open and transparent about the types of data we collect, where we get it, how it is used and where it is shared. Where appropriate, we provide individuals with access to the data we collect about them and the ability to correct, restrict or delete data. - Inclusion
We seek to improve financial health and inclusion for all through the innovative use of relevant data to help individuals improve their financial lives.
Our extensive data assets
Data is the foundation of our business. We are constantly adding data assets to help our partners understand, respond to, and use their data faster and more effectively. Worldwide, we hold and manage the credit history and repayment data of 1.4 billion people and 191 million businesses. We are constantly expanding the breadth and depth of our data coverage through partnerships, new bureau data on ‘thin-file’ consumers in the USA, Brazil and other regions, as well as consumer-permissioned data through our growing Open Data Platform which allows millions of consumers to contribute to, and engage with, their data, enabled by products like Experian Boost and Experian Go.
Strict security controls based on ISO 27001
We invest in a number of key areas to sustain and grow our competitive lead.
Experian plc Strategic report
32
- Organic investment in selected projects
- Inorganic investment through acquisitions
- Shareholder returns + balanced with Dividend payments, share repurchase programme when appropriate
Investing sustainably
We incorporate ESG factors into our investment decisions. We choose to invest in products and services with the clear purpose of generating positive social impacts, alongside financial returns.# Experian plc Annual Report 2022 Strategic report
Our core products and social innovation products help improve access to credit, to support financial inclusion, improve financial literacy, and prevent fraud and identity theft. We are also investing in lessening our environmental impact, reducing our carbon emissions through investing in more efficient technology, reducing our energy requirements, and making more use of renewable energy. This supports our aim of being carbon neutral in our own operations by 2030. Underlying this, is our investment in data security, accuracy, fairness, transparency and inclusion, our commitment to working with integrity, and inspiring and supporting our employees.
We are ambitious
We are working together towards achieving our goals, and we have big ambitions:
- To be viewed as one of the greatest companies in the world by all stakeholders
- To be trusted by consumers, businesses, and societies worldwide as an outstanding custodian of their data
- To be recognised as an innovative technology company that uses data and sophisticated products to meaningfully improve outcomes for businesses and consumers
- To be purpose driven in all that we do, to be widely recognised as a driver of financial inclusion and a champion for the consumer
- To be uniquely positioned, with closely connected B2B and Consumer Services businesses that enhance each other, with superior data, products and deep client and consumer relationships
- To be perceived as an aspirational environment for talent, attracting, retaining and developing the best people
- To have a reputation for outstanding execution, products and customer service, enabling us to build durable competitive advantage
- To be viewed by all stakeholders as a company that achieves sustained growth
Our global footprint and employees
We have a diversified portfolio and serve multinational and local clients from a broad range of sectors in more than 100 countries. We have a scalable business model which means we can develop new products in one market and replicate them in others in a systematic way, helping us export our most successful platforms and formats. Our 20,600 skilled employees operate from 43 countries across six continents.
Robust financial performance and reinvestment
We have a disciplined approach to capital allocation that balances investment in the business and returns to shareholders in support of our strategy to achieve consistent growth.
Breadth and combination of capabilities
Our greatest strength comes from combining data with our advanced analytics and decisioning tools. This approach means we can often create highly differentiated services that are unique to Experian. We collaborate across our organisation to develop solutions to complex problems.
All references in this Annual Report to ‘carbon neutral in our own operations by 2030’ includes all Scope 1 and 2 emissions, plus within Scope 3 the categories of ‘Purchased Goods & Services’, ‘Business Travel’ and ‘Fuel-and-energy-related activities’ (which represent 83% of our baseline emissions in Scope 3). This is aligned with the emissions covered by our science-based target approved by the SBTi. Refer to pages 64-71 for further information.
33 Experian plc Annual Report 2022 Strategic report
Our strategy
Helping people thrive in the digital economy is fundamental to Experian. It is central to our purpose and a cornerstone of our strategy. Over the past year, Experian has demonstrated enormous agility and we have delivered considerable progress. We have sought new ways to use our resources, data, technology and creativity to bring many new solutions to market that address emerging consumer and client needs. We see many ways to build further from here.
Our strategic ambition
Our strategy is tailored to take advantage of a wide number of growth opportunities, as well as to deliver sustainable, competitive advantage. Our aim is to be one of the premier companies in the world to help individuals to improve their financial lives and to save money. We have also built on our reputation for world-class propositions which combine our data, analytics and software to solve a range of client needs as they shift to digital platforms, deploy open data strategies and manage critical pain points such as the growing instance of fraud. As we execute our strategy, it is important that we are trusted by consumers, businesses, and societies worldwide as a responsible custodian of their data. As a leading driver of financial inclusion and a consumer champion, we also seek to be purpose-driven in all that we do, and we aim to be an aspirational environment for talent, attracting, retaining, and developing the best people. The market trends impacting Experian are favourable. The move to more online interaction has led to growth in digital financial services and e-commerce, a trend which has also led to an inflection in the need to manage fraud and personal identity, while individuals need more help to navigate their finances and to protect their online identity.
Digitisation
For businesses and individuals alike, taking advantage of these trends while protecting against fraud relies increasingly on data and analytics. Financial institutions are upgrading their systems in a bid to enhance digital lending experiences while also lowering their costs to acquire and retain customers. These trends are not constrained to the Financial Services industry and, for Experian, building out into new market segments adds to our total opportunity.
Consumer empowerment
With the advent of open data technology, individuals are also able to take greater ownership of their data and the associated uses of it. More and more we see this as a catalyst for new propositions which can help people to assume more power and control over their financial lives.
Demographics
Demographics are also a notable secular trend as 1.7 billion people lack access to basic financial services. Our propositions help to widen access to credit by helping lenders to tailor their offers and ensure suitability. This leads to more affordable credit offers which drives financial inclusion and improves financial health.
These trends are positive for Experian and have been a focus for our product innovation and business development investment.
Favourable market dynamics
Attractive market spaces
Our addressable markets are big, growing and dynamic. The opportunity is there but we must be agile and innovative to seize it.
| Big Data & Analytics | |||||
| Consumer Platforms | |||||
| Global Decision Analytics | |||||
| Core Consumer Information | |||||
| Business Information | |||||
| Health | |||||
| Targeting data & identity resolution | |||||
| US$55bn+ | |||||
| US$22bn+ | |||||
| US$20bn | |||||
| US$16bn | |||||
| US$15bn | |||||
| US$8-10bn | |||||
| US$5bn |
Financial power to all
Experian plc Strategic report 34
Achieving our strategic ambition
Our growth initiatives
Our strategy is executed against a set of high-impact Strategic Focus Areas (SFAs) delivered through five growth initiatives (see below). These are deeply informed by client and customer trends in our various markets and they define where we focus our product strategy and our investment decisions. This framework has helped us to introduce a series of innovations which have delivered a lot of success, innovations such as Experian Boost and Experian Ascend. It is also helping us to maximise the potential of new data sources, for example in Brazil with the advent of positive data scoring, and it guides our entry into newer areas, such as income and employment verification. For the next phase of our evolution, innovation will only become more important to our strategy.
The five SFAs are:
- Make credit and lending simpler, faster and safer for consumers and businesses
- Empower consumers to improve their financial lives
- Help businesses verify identity and combat fraud
- Help organisations in specialised verticals harness data, analytics and software to make smarter decisions
- Enable businesses to find, understand and connect with audiences
Our strategy is underpinned by critical enablers and foundations that we believe are crucial to Experian’s success. Fundamentals include our high-performance culture, which helps us to attract, retain and develop highly talented people; our superior data assets; the breadth of our capabilities; and our ability to operate at scale. We continue to invest in these areas to support our growth. For more information on these see Our business model. To take advantage of the favourable market dynamics and attractive market spaces we are investing in a defined set of growth initiatives aimed at delivering high rates of growth sustainably. In B2B, these initiatives are directed at innovation within our core portfolio and entering and expanding in new growth markets, while in Consumer Services we aim to continue to redefine our business with a range of new engaging offers.# Redefining Consumer Services far beyond credit scores and monitoring
See page p36
Leading the next phase of credit decisioning development
See page p38
Expanding in new growth markets
See page p40
Driving to scale in our smaller regions
See page p42
Capitalising on a unique market opportunity in Brazil
See page p44
35 Experian plc Annual Report 2022 Strategic report
Consumer Services
New transformational concepts
Global expansion
Big three geographies
Within Consumer Services, our strategy is to continue to grow and deepen the relationships we have with consumers. To achieve this, we plan to enhance our premium subscription offers, continue to develop significant scale in credit comparison marketplaces and to extend into new marketplaces. For example, we recently launched an auto insurance marketplace in North America, supported through the acquisition of Gabi. We plan to introduce new features which will help to personalise the experience and to become relevant to our members in their daily lives. We are also evaluating new geographies for potential expansion.
Our strategy continued
Our growth initiatives
Redefining Consumer Services far beyond credit scores and monitoring
Experian plc Strategic report 36
Reinventing the insurance customer experience
Gabi gave me multiple options for insurance bundles and did all the comparing work for me. The plan we went with is saving me US$900 per year! Additionally, the representative went over each line of the policies to explain exactly what is covered, so that I understood exactly what I was purchasing. Amazing service!
Rebecca K. (Pittsburgh, PA)
Obtaining insurance in the USA, whether for a car or house, can be a cumbersome, frustrating process. It is time consuming for consumers to research different providers, find the right coverage and the most affordable rate. Once you’ve found an insurer, there is still a lengthy application process to contend with and sometimes it’s not very clear what exactly your policy includes or excludes. Because of this, people don’t change providers very often and over time may be missing out on saving a significant amount of money. With inflation in the USA at its highest since the 1980s, even a small saving can help with people’s household budgets. We want to use data and technology to improve people’s financial health. This includes helping people save money and reduce stress with better experiences. The acquisition of Gabi will help us achieve this ambition and help us to reinvent the insurance experience for consumers.
Gabi sets a new standard for how consumers can find the best rates for their insurance needs. So how does it work? You simply provide your insurance account credentials to Gabi and, because they have links into more than 40 US insurance carriers, including seven of the top 10 US insurers, they can find insurance that is comparable to your existing insurance. Taking all the legwork out of the process for you. You can have a fully digital experience, or if you need assistance, a member of Gabi’s team will help guide you through the process. The best deals are ranked by the savings amount, giving you transparency into which provider is offering which deal. Not only is the interface easy to use, but the deals that they show you are accurate because they’re insurance quotes direct from the insurers. On average people save US$961 per annum on car insurance and US$413 on house insurance with the Gabi platform. This innovative approach to shopping for insurance is simpler and quicker for consumers to follow, it is transparent and it can save them money. Giving them back more time and resources to focus on the other things in life.
37 Experian plc Annual Report 2022 Strategic report
Consumer information
Consumer consent
Use cases
Verticals
Countries
Global platforms
Open Data
PowerCurve Ascend
Experian One
Our goals are to lead the next phase of credit decisioning development, enhance our decisioning software by embracing the cloud, to extend our analytics capabilities globally and to provide integrated identity and fraud prevention propositions. To do this we continue to add new datasets and develop new scoring methodologies to improve outcomes. Examples include increased data coverage of the financially invisible population, gathering more consumer-permissioned data (via Experian Boost), developing our capability to view credit risk over time through trended data and adding non-traditional data sources to assess credit risks such as rental information. We are also investing in developing, scaling and enhancing the interoperability of our global platforms. This includes our Open Banking categorisation tools, expanding Experian Ascend use cases and extending the platform into more geographic markets. We are integrating Ascend with our powerful decisioning platforms, further extending our cloud-enabled decisioning capabilities and developing speciality bureau approaches to serve new growing market segments such as Buy Now Pay Later. We also continue to deepen and broaden our fraud and identity management offers and offer more of our point solutions through a single interface.
Our strategy continued
Our growth initiatives
Leading the next phase of credit decisioning development
Experian plc Strategic report 38
Making marketing more efficient for everyone
Lenders are facing a world of constantly changing consumer risk and overall economic uncertainty. They need to know which consumers are still an acceptable risk and consumers need credit offers that are timely and relevant to their situation, because otherwise they do not convert. With Ascend Marketing businesses can deploy more relevant marketing campaigns based on high-quality, fresher data that our competition can’t match, resulting in improved customer satisfaction and reduced risk.
Alex Lintner
Group President Consumer Information Services, Experian North America
“You have been pre-approved for a credit card.” That’s three in the last month. It seems that you’ve been pre-approved by your airline, by your local department store and by your automotive association for a new credit card. These pre-approvals can be very helpful, although you took out a new credit card two months ago with your local bank, so you’re not really in the market for another one. This is a pretty frustrating experience for consumers. Yet it’s not uncommon to receive offers that don’t match your financial needs at the time. And for marketers it means a missed opportunity to help more people, as well as a reduced return on their marketing budget.
What many people don’t realise is that the planning for a marketing campaign may have started three months ago. The data on which you were pre-approved for a credit card can be months old. That’s a long time when people want to grasp new opportunities quickly and move onto the next thing in their lives. We created the world-first Ascend Sandbox, a platform which provides near real-time data access and enables scenario modelling for marketing campaigns. So it made sense for us to take the next step and create a product that enables marketers to activate those campaigns in the real world, quickly and efficiently. That’s why we created Ascend Marketing.
Using Experian’s advanced pinning technology it combines the freshest credit data available with new data sets, such as property assessor, deed and mortgage data from third parties, as well as customer data. It then helps marketers segment that information so they can better understand their customers and find those who might benefit from a credit offer. Its powerful Audience Engine is purpose-built for advanced campaign management. It enables marketers to apply their creativity, tailor messaging and launch cross-channel campaigns. They can assess whether particular campaigns resonate with consumers, make any necessary adjustments, and measure their return on investment. As a one-stop shop it has completely changed the marketing game. By removing the delays in getting a campaign into production, such as time spent on third-party agencies, as well as on data transmission, aggregation and processing, we’ve taken a process that previously took 60 to 90 days and brought it down to just seven days. This is a significant operational improvement for marketers, helping them reduce costs, free up resources, drive higher conversion and quickly respond to external events. The consumer experience has now improved from receiving outdated offers to receiving ones which are more relevant. Companies are now able to keep pace with their customers, better matching the company's offers to the customers' changing needs.
39 Experian plc Annual Report 2022 Strategic report
Focused expansion across:
- Health
- Automotive
- Mortgage
- Verification and Employment Services
Data is now critical to the success of most businesses, and the applicability of data analysis and big data tools are broader than ever.We are focused on further penetrating the Health, Automotive and Mortgage verticals, while further building our position in the Verification and Employment Services area. In Health, our ambition is to remove friction from the current customer journey surrounding the way patients pay for healthcare in the USA. The experience for patients is often filled with manual steps and paperwork, which can lead to confusion around a consumer's eligibility for insurance coverage as well as payment accountability. Our strategy in this area is to digitize the customer journey, using both our current data capabilities and new innovations. We have continued to develop our presence in the Verification and Employment Services area. Lenders, governments, landlords and background screeners around the world are relying more on income and employment data as part of their risk-decisioning processes. We have established a solid base in employer services in the USA which in turn enables us to access employment records for specified and consented use cases. We will continue to extend the number of records we hold as well as establishing new capabilities in some of our other geographies. Our vision in Automotive is to power every decision needed to be made by manufacturers, dealers, lenders and consumers along the journey of buying, selling and owning a car. To do this we are investing in innovation which will help our customers find the right customer at the right time through the right channel, and match vehicles and customers to the optimal financing offer, while preventing fraud. We will also enhance our capabilities to reduce risk in lending through our decisioning platforms and provide transparency around the value of a vehicle.
Our strategy continued
Growth initiatives
Expanding in new growth markets
Experian plc Strategic report 40
Taking the pain out of the lending process
Buying a home is one of the biggest financial decisions consumers will make in their lifetime. Our goal is to make it as smooth as possible. We developed Experian Verify to help take the pain out of the lending process, making it simpler, faster and better for everyone.
Michele Bodda
President, Experian Mortgage, Verification Solutions and Employer Services
Many of our experiences online are simple and seamless. Booking a flight, ordering groceries, arranging a doctor’s appointment – all taking just minutes with a few swipes and a click of a button. Yet when it comes to obtaining a mortgage, it can be a much more painful process. Typically, you have to provide multiple payslips or bank statements to verify your income and prove that you can afford to make repayments on the loan. It’s not only time consuming for the consumer, but it's costly for the lender who then manually validates that information with the employer. For consumers, a complex and stressful application process can also lead to application abandonment. We created Experian Verify to take the pain out of the lending process for both consumers and businesses. Using Experian’s unique data assets coupled with third-party data from some of the largest payroll providers in the USA, a lender can verify a consumer’s income and employment status in milliseconds, all permitted by the consumer. Our payroll data is refreshed every pay cycle to ensure lenders have the latest and most up-to-date view of a consumer’s financial stability. Lenders can manage their risk as well as reach out and support people who may be experiencing income distress. For lenders it’s also an easy add-on to their lending work flow through our straightforward application programming interface. Our increasing coverage of the market means that more people in the USA can now benefit from faster decisions and lenders can make better, more informed decisions. And for those consumers with limited credit histories, it means that lenders can have better visibility into their employment stability. For example, if someone has a thin credit file but has had a stable job at the same company for ten years, then that additional information creates a more complete picture of a consumer’s financial situation, and crucially enables lenders to say ‘yes’ more often, and to more customers.
41 Experian plc Annual Report 2022
Strategic report
One Experian
- Innovation
- Diversification
- Scale
- EMEA
- Asia Pacific
- Spanish Latin America
- Operating efficiency
Our strategy for this growth initiative is to focus on specific countries where we feel we have the right blueprint for Experian to succeed. These are countries where typically we have a large footprint, access to both positive and negative credit data or a large economically-active population. In EMEA / Asia Pacific specifically, we are focusing on the strategic markets where we can take advantage of scale, allowing us to better address opportunities, and enhance growth and profitability. We will continue to streamline our geographic and operational footprint where we lack a path to scale. We are steadily building our position in the markets we serve across Spanish Latin America. Business in this region has traditionally been conducted face-to-face because there is a great emphasis on building trusted, working relationships. This culture was slowly shifting to digital before the COVID-19 pandemic, but the shift accelerated out of necessity as people stayed home during lockdowns and physical shopfronts were closed. We see an opportunity to support our B2B clients on their transformation journey as they start to offer their customers more through online channels. We are supporting them by investing in new solutions, as well as providing them with integrated solutions across our entire range of services. Helping them to make better customer decisions with our decisioning engines, rapidly deploy their propositions with the aid of our cloud solutions, and helping them to prevent and detect fraud quickly so they can focus their resources to other areas.
Our strategy continued
Growth initiatives
Driving to scale in our smaller regions
Experian plc Strategic report 42
eScala helped me transform our traditional credit origination model to a digital format. Now we reach more customers and see an opportunity to continue to grow even more after the times of rapid change we’ve lived through.
Medium-sized retailer in Colombia
For many countries the COVID-19 pandemic caused not only a severe public health emergency but also economic recession as lockdowns were imposed, with businesses closing their doors and people staying at home. In Colombia, where there is social inequality in terms of income and lack of internet access in certain areas, the use of the internet was seen as an elitist activity in the era before the pandemic. But the internet became an important tool during the pandemic for both businesses and people. It helped people to stay connected, to work, shop online and stay in contact with friends and family via social media. Businesses had to quickly adapt and start selling online, or risk losing customers and sales to competitors who had already established a digital presence. In effect the pandemic accelerated the shift to digital. Supporting businesses to automate and digitise their processes is a fundamental part of what we do. In Colombia, DataCrédito Experian is helping its clients move to digital and to better serve consumers online with new innovative products such as eScala. eScala is a unique, scalable platform that supports credit origination for businesses. It takes just one to two months to implement and works as a branded microsite to which a customer is taken when buying a product from a business’s main page. There, a customer can apply for credit and receive a real-time response to their application. In the background Experian’s data, decisioning engine, identity validation and fraud prevention solutions work to process and analyse the application (based on the business's own risk parameters), and prevent fraud. For the consumer there are no queues, there are no appointments. They can apply whenever they want and wherever they are. The credit application process is seamless, helping to create a better experience for them when interacting with a business. For businesses the use of data and technology in this way helps to take them to the next level. It helps reduce costs by realising operational efficiencies and frees up resources to work on other projects. It opens up new channels for selling. And it promotes customer loyalty, helping to provide businesses with a competitive advantage in the market.
Supporting the journey to digital
43 Experian plc Annual Report 2022
Strategic report
Our strategy continued
- Positive data
- Business diversification into new verticals
- Decisioning, fraud and analytics
- Consumer Services
The advent of positive data aggregation in Brazil has catalysed the market and the scale of the addressable opportunity.# Experian plc Strategic Report
Growth initiatives
Capitalising on a unique market opportunity in Brazil
The growth of the digital economy has accelerated in the past five years, and Brazil is no exception. Extensive regulatory reform in Brazil in the areas of positive data aggregation, Data Protection, Open Finance and Instant Payments is making more data available. When this is coupled with alternative data sources, it creates new opportunities for FinTechs to devise new solutions to social and economic problems. FinTechs are often started by small groups of people with a really good idea. Run on a shoe string, there isn’t the money initially for expensive offices or high fixed costs. They are used to working swiftly, want simple solutions which meet their needs, and they look for partners who are super-responsive and flexible.
We are focused on understanding the needs of the FinTech sector. We seek to understand their pain points and the opportunities they are exploring. We have expanded the range of solutions we offer through APIs¹, provide alternative data and are flexible in our approach. This supports the FinTech community so they can scale their businesses successfully.
FinTechs such as Agrolend, a start-up that specialises in connecting small- to medium-sized farmers with credit to cover the cost of farm supplies and machinery, something that isn’t readily available via traditional banks. Agrolend have developed a completely digital offering for farmers, where farmers can purchase supplies on credit. We combine our data, which includes positive and agricultural production data, with our cutting-edge agricultural solutions and expertise in credit analysis and risk management. This means that Agrolend can in turn offer an agile, secure and uncomplicated credit provision service to farmers. This provides access to credit at critical moments. It provides liquidity and helps the farming sector to adopt new technologies, boost crop productivity and expand into new crops. By working together with the FinTech community we’re opening up new frontiers for lending and paving the way to credit for those who need it.
Opening up new frontiers for lending
Relying on Serasa Experian's solutions has been crucial. It helped us to gain market traction and enabled us to connect with our audiences: agricultural producers who, until then, had little access to credit. We were able to quickly develop a simple digital platform powered by reliable data. In turn, this provided access to credit at affordable rates to the agricultural producers and attractive customers for the credit granters. A win-win for all.
André Glezer
CEO of Agrolend
¹ APIs stands for Application Programming Interface, which is a set of definitions and protocols for building and integrating application software.
² Source: USDA, Brazilian Economic and Agricultural Overview report, 9 February 2022.
27%
Brazil’s GDP from agriculture
Experian plc Annual Report 2022
Strategic report
Sustainable business
Highlights in FY22
We’re helping people to thrive, at every stage of their financial journey, by empowering them to make the most of their data to transform their lives. Building trust through our strong focus on Environmental, Social and Governance (ESG) risks and opportunities is critical to realising this ambition, growing our business and fulfilling our purpose of creating a better tomorrow.
Our Global Data Principles
Our Global Data Principles embody five key values: security, accuracy, fairness, transparency and inclusion. They build on our previous Global Information Values to guide how we manage and use data, build products and conduct our business around the world.
- 82 million Our social innovation products have reached 82 million people since 2013 – keeping us on track to meet our goal of 100 million by 2025 – and generated US$162m in revenue.
- Great Place to Work We have been certified with Great Place to Works status in 20 countries in our first year participating.
- 87 million We have connected with 87 million people since 2020 through our United for Financial Health programme, supporting diverse communities through financial education partnerships with over a dozen NGOs across our regions. We are on track to meet our target of 100 million by 2024.
- 44% We have cut our Scope 1 and 2 market-based emissions by 44% since 2019 on the way to our 1.5°C-aligned science-based target of 50% by 2030, and are offsetting 40% of our remaining FY22 Scope 1 and 2 emissions. We engaged with suppliers to better understand and reduce our Scope 3 emissions, and earned a place on the 2021 CDP Supplier Engagement Leaderboard after obtaining an ‘A’ Supplier Engagement Rating. We are currently looking to further our ambitions towards net zero.
Environmental, social and governance
As part of our United for Financial Health programme we partnered with Grammy Award-winning recording artist Lecrae to create a YouTube series on financial education that reached over 10 million people.
Scan me to watch Lecrae’s Protect The Bag
Experian plc Strategic report
Our sustainable business strategy
Our goals
- Includes all Scope 1 and 2 emissions, as well as Scope 3 emissions from Purchased Goods and Services, Business Travel, and Fuel-and-energy-related activities (which represent 83% of our baseline emissions in Scope 3). This is aligned with the boundaries covered by our science-based target approved by the Science Based Target initiative. Once emission reductions have been achieved in line with our science-based target, Experian will offset the remaining emissions within the boundaries of our science-based target to achieve carbon neutrality by 2030.
- Also known as ‘well-to-tank’, is an average of all the greenhouse gas emissions released into the atmosphere from the production, processing and delivery of a fuel or energy.
| Financial health |
|---|
| a Reach 100 million people through social innovation products by 2025 (starting from 2013) |
| b Connect with 100 million people through our United for Financial Health programme by 2024 (starting from 2020) |
| ENABLED BY Treating data with respect |
| SUPPORTED BY Working with integrity |
| See page 62 |
| Inspiring and supporting our people See page 56 |
| Protecting the environment See page 64 |
| Contributing to the UN Sustainable Development Goals 1.4, 8.10, 9.3 |
| OUR PURPOSE Creating a better tomorrow for consumers, our clients, our people and communities |
| OUR SUSTAINABLE BUSINESS STRATEGIC PRIORITY Improving financial health for all through our |
| Core products See page 49 |
| Social innovation See page 49 |
| Community investment See page 49 |
| Diversity a Increase the proportion of women in our executive committee and direct reports to 30%, in our senior leaders to 40%, in our mid-level leaders to 42% and in our total workforce to 47%, by 2024 |
| Environment a Become carbon neutral in our own operations by 2030¹ – Science-based target: – Scope 1 and 2 (1.5ºC scenario): Reduce absolute Scope 1 and 2 emissions by 50% by 2030 (from 2019) – Scope 3 (2ºC scenario): Reduce Scope 3 emissions from Purchased Goods and Services, Business Travel, and Fuel-and-energy-related activities² by 15% by 2030 (from 2019) a Offset 100% of our Scope 1 and 2 emissions by 2025¹ |
| Accuracy See page 52 |
| Fairness See page 53 |
| Transparency See page 53 |
| Inclusion See page 54 |
| Security See page 50 |
Experian plc Annual Report 2022
Strategic report
Sustainable business continued
Our priorities
Our sustainable business strategy is informed by an assessment of our most material ESG issues, based on consultation with senior leaders who represent different functions and regions across the business. Regular engagement with investors and other stakeholders helps us refine our priorities. See pages 22-25 for more on how we engage with and create value for our stakeholders.We can add the most value to society by improving financial health for all, and we have made this our sustainable business strategic priority. Helping people improve their financial health enables them to get fairer access to credit and the essentials they need to transform their lives – from having a home or building their business to paying for education and healthcare. This in turn drives social and economic development, contributing to three of the United Nations Sustainable Development Goals, which include helping to lift people out of poverty (as outlined on the right of this page). Our focus on improving financial health also supports the long-term success of our business by strengthening our reputation and stakeholder relationships, driving innovation, generating new revenue streams, and creating potential new consumers for us and our clients by increasing financial inclusion. Delivering these positive impacts for society and our business depends on our ability to access and use data from individuals and businesses around the world. Treating that data with respect is essential to maintain trust (see page 50) – and failure to keep it secure is one of our biggest business and ESG risks (see page 71). One of our core beliefs is that how we work is as important as what we do, and our strategy is built on a strong culture of corporate responsibility. We aim to inspire and support our people by embracing and developing diverse talent, and creating an inclusive working environment (see page 56). We are committed to working with integrity (see page 62), and we strive to do our part to protect the environment and tackle climate change (see page 64). This responsible culture also helps us recruit and retain people with the expertise and experience we need to grow our business and meet our sustainable business goals.
Contributing to the United Nations Sustainable Development Goals
We align our sustainable business focus with the United Nations Sustainable Development Goals. Through an extensive review of the Sustainable Development Goals in 2020, we identified three specific targets where we can make the most meaningful contribution through our strategic priority to improve financial health. We also contribute to several of the other Sustainable Development Goals, for example through our commitments to improve diversity and inclusion (see page 56), tackle modern slavery (see page 63) and reduce climate impacts (see page 64).
External recognition in FY22
Target 1.4: By 2030, ensure that all men and women, in particular the poor and the vulnerable, have equal rights to economic resources, as well as access to appropriate new technology and financial services, including microfinance.
Target 8.10: Strengthen the capacity of domestic financial institutions to encourage and expand access to banking, insurance and financial services for all.
Target 9.3: Increase the access of small-scale industrial and other enterprises, in particular in developing countries, to financial services, including affordable credit.
Business Intelligence Group: Experian was recognised as a 2022 BIG Innovation Award winner for delivering innovative products, such as Experian Boost, that help consumers thrive financially
Fortune: Experian is included in Fortune’s ‘Change the World’ list 2021 which honours companies addressing society’s unmet needs
MSCI: ‘A’ rating for ESG investment risk
Sustainalytics: Experian was recognised as a top ESG performer with a Regional Top-Rated Badge award, based on our Low Risk score of 11.6 for investors
CDP Supplier Engagement Rating (SER): ‘A’ rating. Experian was recognised as a Supplier Engagement Leader in the 2021 CDP Supplier Engagement Leaderboard – the top 8% of companies who completed the full climate questionnaire in 2021
Financial Times: Experian was identified as one of Europe’s Climate Leaders 2022 by the Financial Times and Statista
FTSE4Good: Experian has been a member of the FTSE4Good ESG index since 2012
CDP Climate Change: ‘B’ score
Great Place to Work: Certified as a Great Place to Work in 20 countries (see page 57 for more employer awards)
Experian plc Strategic report 48
Our products and programmes are already improving financial inclusion and financial health for millions of people around the world. We see great potential to help more people thrive on their financial journeys. Doing so will help us grow our business and the value we create for society. We aim to improve the financial health of people across the globe through our core products, Social Innovation programme and community investment initiatives. We also channel innovation for financial health through our DataLabs and our global hackathons. See our Improving Financial Health Report for more.
Core products
Through our data and analytics, we give lenders the information they need to offer more loans at fairer rates. This in turn enables people to improve their financial health. Core products like Experian Boost can help consumers enhance their credit scores by adding positive data – such as on-time payments from utility bills or streaming services – to their profiles. In the USA, 72 million points have been added to Experian members’ credit scores through Experian Boost over the last three years. This year, we helped 40,000 consumers build new credit profiles following the launch of Experian Go (see page 55) and we are developing The Buy Now Pay Later Bureau to help more US consumers with no or thin credit files gain access to fair, affordable financial services. As well as empowering consumers to improve their scores directly, we have also continued working with lenders to improve financial inclusion through products like Experian Lift that do not rely on mainstream credit data alone. By combining advanced analytics, additional Fair Credit Reporting Act-regulated datasets and machine learning, Lift Premium enables lenders to enhance the accuracy of credit risk scores for 96% of US adults, with the potential to score 65% of ‘credit invisibles’. In the UK, more than 14,000 consumers were able to access loans they would otherwise profile for the first time. In the USA, our social innovation healthcare products have reached more than eight million people to date and our Social Media Insights have helped more than 2.6 million small businesses, allowing many to qualify for better insurance terms by using alternative data points such as strong social media engagement. This year, we invested in the development of three new social innovation products that aim to provide credit scores to millions of consumers in Asia Pacific for the first time; empower vulnerable consumers in the UK; and enable better access to credit for smallholders in Brazil.
Community investment
Our total contributions reached US$15.9m this year. This is the first time we have surpassed our goal of 1% of Benchmark profit before tax (PBT), and our intention in future years is to maintain this proportionate level of contributions to benefit the communities in which we operate. Our employees volunteered 25,000 hours of their time (in and out of working hours) to help their communities, despite COVID-19 restrictions continuing to limit opportunities for face-to-face volunteering. This year, we continued our United for Financial Health partnerships to provide targeted financial education – for micro-entrepreneurs in Brazil, young people in the UK and Ireland, and marginalised communities in the USA – including a YouTube series hosted by Grammy Award-winning recording artist Lecrae that reached over 10 million people. We also expanded United for Financial Health into EMEA, with new partnerships that focus on reaching credit invisibles in Italy and small businesses in South Africa.
have been declined for in a trial this year of our new toolkit to help lenders identify and support vulnerable consumers. Worldwide, 134 million consumers use our free platforms to access products and services that can help them understand and manage their credit profiles. Our consumer services also help individuals spot potentially fraudulent transactions in their credit profiles, and we offer a range of solutions to help lenders and other clients prevent fraud. This year, our core fraud and identity theft products are estimated to have prevented at least US$11bn in fraud for our clients, and across the Group fraud and identity products generated 11% of our business revenue.
Social innovation
Our social innovation products, specifically designed to offer additional societal benefits as well as generating revenue for our business, reached a further 21 million people this year. They have reached 82 million people to date, well on our way to our target of 100 million by 2025.# Experian plc Annual Report 2022
Strategic report
Since 2013, these products have generated US$162m in revenue from a total investment of over US$9m. Two of the earliest social innovation products we funded continue to deliver significant impact. In Brazil, the Limpa Nome debt recovery portal has enabled 32 million people to write off more than US$14bn worth of debts to date. In India, Prove ID-Link is designed to help financially excluded people to verify their identity. It has reached 25 million people since launch and has now been integrated into our mainstream CrossCore identity authentication platform. In Asia Pacific, Power Score has supported more than five million applications for credit products, since its launch in Indonesia last year, by giving millions of people a credit.
Improving financial health for all
Our flagship United for Financial Health programme has connected with over 87 million people since it launched in 2020 and we are on track to meet our target of 100 million by 2024. Through partnerships with NGOs across our regions, the programme is using financial education to empower diverse communities. Our goal is to help people thrive on their financial journey by empowering them to establish a credit identity and build their credit score, improve their financial literacy and confidence, protect their identity and personal data, and manage their finances and debt.
Improving Financial Health Report 49
We are deeply aware of our responsibility to treat data – and those it belongs to – with care and respect. Living up to this responsibility is fundamental to securing the trust Experian depends on to exist, grow and create a better tomorrow. To do this, we protect the data we hold, use it fairly and make sure it’s as accurate as possible. We are open about the data we collect, how we use it and who we share it with. And we use data to increase financial inclusion and help people improve their financial lives. Our five Global Data Principles embody these key values (see below). They guide how we manage and use data, build products and conduct our business around the world. We developed the principles this year to better reflect our commitments to individuals, businesses, clients and the public, which have advanced as market demands and expectations have evolved. They build on the Global Information Values that previously guided our approach. We are in the process of embedding the new principles into relevant processes throughout the business.
Security
The loss or inappropriate use of data and systems could result in material loss of business, substantial legal liability, regulatory enforcement actions and significant harm to our reputation. We interact with law enforcement authorities and others in our industry to gather intelligence to help our security teams stay ahead of evolving cyber threats. We also share our knowledge to help other businesses and consumers keep their data safe. Our annual Data Breach Industry Forecast for 2022 highlighted five emerging threats: cyber attacks on digital assets such as cryptocurrencies; phishing attempts disguised as charities raising funds to support victims of disasters; data thieves targeting remote workers; hacking attacks on physical infrastructure, such as electricity grids and transportation networks; and online gambling scams. Most data breaches involve some human interaction, often something as simple as clicking a link in an email. Our email and web browsing controls protect against this kind of malware, and our security training encourages people to think carefully about what they are clicking on. We use a robust identity and access management programme to control access to our critical assets. Users with privileged accounts are subject to strict controls that include multifactor authentication, password rotation, session recording and more frequent access recertification. Our Development, Security and Operations (DevSecOps) teams work together to build security considerations into our products throughout their lifecycle. We use a range of processes, including manual penetration testing, to discover, detect and remediate any potential security risks at every stage of product development – from concept to coding, build, quality assurance and production. We conduct regular risk assessments and vulnerability checks, and our operations are subject to external cyber security audits every year. Simulated exercises and a global data breach plan prepare our cyber security teams and senior leaders to respond rapidly in the event of a breach. In the event of a serious breach, we would disclose information about the incident and commit to contact any affected data subjects in a timely way. We do not publicly disclose vulnerabilities or lapses due to client sensitivities. To the extent that any relevant regulator should find fault with our data breach management and/or data security practices, they will publish their findings/sanctions. There were no such findings or sanctions in FY22.
Our approach
Security comes first at Experian. We continually enhance our security infrastructure, practices and culture across the business. We invest heavily in cyber security and have specialist teams, state-of-the-art technology and rigorous due diligence procedures to deal with potential threats. Our security approach has three tiers: applying tools and processes to prevent threats from entering our environment; detecting if a threat enters our environment; and mitigating any threats by minimising the potential for information to be extracted from our environment. We have controls in place to check for compliance and constantly scan for potential threats, with several layers of protection for our data assets (see diagram on next page). Our perimeter deflects many thousands of attempts every day. Our Global Security Operations Centre works around the clock to identify suspicious or malicious activity, with teams in Malaysia, the UK and the USA, as well as automated tools and artificial intelligence. If they identify a threat, our incident response team steps in to eliminate it with support from in-house forensic data specialists and external experts if required.
External recognition
Treating data with respect
Experian Global Data Principles
- Security – Data security is critical. Securing and protecting data against unauthorised access, use, disclosure and loss are key priorities for us.
- Accuracy – We will make data as accurate, complete and relevant as possible for the manner in which it is used, always in compliance with legal requirements.
- Fairness – We collect and use data fairly and for legitimate purposes, balancing privacy expectations with the social and economic benefits derived from the responsible use of data for individuals, businesses and clients.
- Transparency – We are open and transparent about the types of data we collect, where we get it, how it is used and where it is shared. Where appropriate we provide individuals with access to the data we collect about them and the ability to correct, restrict or delete data.
- Inclusion – We seek to improve financial health and inclusion for all through the innovative use of relevant data to help individuals improve their financial lives.
PwC Building Public Trust Award: We were shortlisted for PwC’s 2021 Building Public Trust Award for Cyber Security Reporting in recognition of our clear public reporting on data security.
Sustainable business continued
Data is at the heart of our business. We are entrusted with data on 1.4 billion people and 191 million businesses worldwide. This year we have developed our Global Data Principles and we will continue to embed this framework to guide how we manage and use data, build products and conduct our business around the world.
Experian plc Strategic report 50
Security governance
The Chief Information Security Officer has overall responsibility for Experian’s global security strategy and the Global Security Office (GSO) sets relevant policies and standards. The Security and Continuity Steering Committee – which includes the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Technology Officer – oversees our approach to keeping data secure and protecting consumer information. It reviews key metrics on security tools, compliance and training completion rates every month. When it is necessary to provide third parties with access to our data and systems, the GSO ensures we provide access in line with our information security requirements. We extend stringent standards on information security to our suppliers and partners through the terms of our contracts. All third parties must undergo a risk assessment and any material security gaps identified must be remediated before they begin working with Experian.Existing third parties are assessed periodically and we work with them to drive continuous improvements in their security procedures. Of our more than 13,100 active third parties, around 2,100 have been identified as significant or high risk and all of these have undergone more in-depth assurance by the GSO. Security requirements are tiered based on this risk assessment, and can include increased controls for higher-risk third parties. We monitor compliance through our third-party risk management framework and third parties identified as significant or high risk are added to the GSO’s continuous monitoring programme which alerts us to any material changes to trigger follow-up action if needed. This year, we enhanced our risk profiling and validation processes to enable an even stronger focus on higher-risk third parties through our Third Party Security programme. We also updated our Risk and Control Framework, assurance controls and accompanying tools and training for relevant teams.
Our information security culture
At Experian, information security is everyone’s responsibility. We set out clear requirements for employees and business units in our Security Risk Management and Governance Policy. We invest significant time and resources in training and awareness. Our strong information security culture starts from the top of the business. Senior leaders are highly engaged and continually reinforce the message that security is the personal responsibility of everyone working with us. All our employees and any contractors who have access to our systems must complete mandatory training on information security and data protection – when they first start working with us and annually thereafter. We track training completion rates weekly and provide a monthly dashboard to the Security and Continuity Steering Committee. More than 285 training courses are available for people across the business to find out more about keeping information safe across various web, mobile and desktop platforms, applications and software. We provide additional in-depth training for people working in higher-risk roles, such as product and software development. More than 45,000 courses were in progress and/or completed this year. The Audit Committee also receives update reports at each of its meetings.
We continually review and adapt our information security programme, tools, expertise and processes to respond to evolving threats and maintain alignment with external standards. We have a comprehensive Global Security Policy and controls based on the internationally recognised ISO 27001 standard that drives continuous improvement. Our robust information security programme builds on industry-recognised procedures. We are committed to lead the industry on information security. We seek and receive third-party assurance through ISO 27001 certifications of key business areas and systems, as well as other recognised external accreditations of our security programmes. For example, we hold a Cyber Essentials Certification and perform risk assessments against our critical and external-facing applications annually. Security, Audit and Risk teams work together to continually improve our assurance capabilities and test the effectiveness of our controls. Our Three Lines of Defence model for risk management (see page 86) includes review by Global Internal Audit and oversight from the Board. Any potential policy breaches are thoroughly investigated and we take disciplinary action where appropriate. The GSO conducts due diligence to identify any potential risks before an acquisition, followed by an in-depth post-acquisition security assessment that is reviewed by Global Internal Audit.
Protecting our perimeter
We have a defence-in-depth approach to protecting our critical data assets, which provides multiple layers of control and protection.
| Perimeter scanning | Scanning the perimeter for open access and scanning applications for regulatory compliance |
| Firewall | Blocks unauthorised access while permitting outward communication |
| Intrusion Prevention System (IPS) and | Examines network traffic flows to detect traffic to and from web applications |
| Web Application Firewall (WAF) | Filters, monitors, and blocks HTTP |
| Server protection | Antivirus, host security, continuous reporting |
We routinely refresh our training to stay up to date with evolving risks and circumstances. We also conduct regular outreach programmes on a variety of information security topics to make sure people are aware of emerging threats. These include simulations of security incidents. Promoting vigilance against phishing attacks remains a priority. This year, we ran monthly phishing awareness campaigns and every employee and contractor underwent at least four phishing simulation exercises to test their response. Staff consistently exceeded industry benchmarks on phishing test pass rates and these metrics are reported to our Security and Continuity Steering Committee. If anyone fails a phishing test, their manager is informed and they must complete mandatory additional training.
We further reinforced security messages and procedures as the conflict in Ukraine took hold, introducing heightened scanning of emails, expanding our phishing simulation programme and alerting all employees to be wary of fake donation sites and phishing attacks.
Accuracy
Accurate credit reports enable lenders to give people fairer access to credit and essential services to improve their lives (see page 30). Any inaccuracies in credit reports – and the data they are built on – can cause problems for consumers, and potentially deny them fair access to credit and services. We understand how important this issue is for consumers, and place accuracy at the heart of our Global Data Principles, which guide our approach wherever we operate. Data accuracy principles are also being written into the data protection regulations of many countries in which we operate. We will make data as accurate, complete and relevant as possible for the way it is used, always in compliance with legal requirements. We constantly strive to improve the accuracy of our data in a competitive market to ensure our clients can always rely on it to make the most appropriate decisions.
In the USA, we manage the accuracy of data from around 12,000 providers. Every month, we receive around 34,000 submissions from data providers, and update around 1.3 billion records – 98% within 24 hours. We are innovating to continuously improve our data integrity and focus on targeted changes that drive even better accuracy for US consumers.
Empowering consumers to correct their data
We empower people to correct, restrict and delete data, where appropriate. We provide consumers with various methods to view their credit information and request corrections if needed. In the USA and the UK, agents in our support centres are trained to help consumers with questions, concerns or disputes about information in their credit file. Our websites in Brazil, the USA and the UK make it easy for people to raise a query about credit information and get it corrected quickly. We pass on consumer disputes to the data provider to evaluate, resolve and supply corrected data where errors are confirmed. Each time a data provider responds to a request for verification, they must also confirm that the entire account is accurate.
In the USA, if the data provider fails to respond, we either update the item as the consumer requested, or delete it. Similarly in the UK, if the data provider fails to respond within 28 days the data is temporarily suppressed on the consumer’s credit report until a response is received. Once a dispute is resolved, we update data as required and notify the consumer of the result.
Data accuracy is particularly relevant for the transgender and non-binary community with regard to name changes. Information about gender/sex, age, race, ethnicity, religion or sexual orientation is not included in credit reports or scores. However, when someone transitions, and changes their name, their credit and financial history may still be tied to their birth name (or ‘deadname’), which can unintentionally ‘out’ the consumer or force them to establish a new credit history. In the UK and the USA, we have processes that enable people who identify as transgender or non-binary to affirm their identity, update their name and suppress their deadname so it does not appear on their Experian credit report. We have strict processes to ensure data accuracy – from designing a new data supply and sourcing accurate data in the first place, to monitoring and improving accuracy over time, and resolving any inaccuracies or queried information reported by consumers.# Our focus is on the timeliness, accuracy and completeness of the data we hold, and the reports we provide to our clients.
Sourcing accurate data
All our data comes from reputable sources and, as part of our due diligence processes before we onboard new sources of data, our quality control procedures help us identify and weed out inaccurate or out-of-date information before we add it to our databases. We work with data providers to review and continuously improve the quality of the information we receive. To do this, we regularly review and report back on quality to our data providers so we can drive continuous improvement. We also offer a comprehensive suite of software and analytics tools to help them check data before they submit it to us. We monitor how data providers deal with queries about data and how they remediate them to improve accuracy. If data providers are unwilling to implement improvements to meet our standards, we will no longer source data from them.
Monitoring and improving data accuracy
Once we have acquired data, we frequently update and periodically audit the information in our databases to ensure it is as current as possible. We apply further quality assurance techniques, including data-matching algorithms, before providing data to our clients. This ensures we provide clients with information that represents consumers and businesses as accurately and fairly as possible. We also monitor queries received directly from consumers to identify trends relating to data quality, enabling us to rectify any accuracy issues quickly at source. We make it a priority to rapidly resolve any conflicts or errors that are likely to have a material impact on a consumer’s credit score. In the UK and Ireland, we have added over 20 million net new records into our consumer bureau in the last year alone, constantly reviewing the market and working with new lenders and sectors to ensure their customers are represented appropriately within the bureau. Our UK and Ireland Data Office leads our efforts to achieve world-class data governance through a strong focus on data quality, acquisition, transparency and privacy across both our credit and marketing services businesses. As part of this approach, we continue to invest in technology to automate and monitor the way we improve our data.
- The number of internal information security training courses available for people across the business: 285+
- Every month we receive around 34,000 submissions from data providers in the USA, and update around 1.3 billion records – 98% within 24 hours.
Sustainable business continued
Many of our products also empower consumers and businesses to check for any inaccuracies in their financial profiles and take steps to protect their data, including choosing to block access to their credit report to prevent identity theft and fraud. This year, we added a lock/unlock feature to our credit score app in Brazil that enables consumers to block and unblock their credit score from any third party that tries to consult their data. Accompanying information explains how this feature can help to prevent fraud, as well as educating consumers about different kinds of frauds and the importance of protecting their credit score. US consumers can already lock and unlock their credit reports quickly and easily with the CreditLock feature, and we plan to add a similar feature in the UK in the coming year.
Fairness
We are committed to collecting and using data fairly and for legitimate purposes, and complying with regulations on data lifecycle and retention in the markets in which we operate. We carefully balance privacy expectations with the social and economic benefits derived from the responsible use of data for individuals, businesses and clients. Our privacy policies vary in each country or region to comply with local regulatory requirements. Underlying these policies is our commitment to provide consumers with notice, choice and education about the use of personal information.
Educated consumers
We take fair and appropriate measures when it comes to data retention, adhering to national, state and federal regulations in locations where we operate. We have robust processes to appropriately manage the lifecycle of data we hold and to delete data when requested by the individual data subjects in each of our markets. We also communicate details on retention and privacy through our websites.
In many parts of the world, regulations on data privacy set clear requirements on the way data is collected and used, and how consent is gained from consumers. We regularly review our data processes to ensure compliance with regulations, such as the General Data Protection Regulation (GDPR) in the UK and European Union, the California Consumer Privacy Act (CCPA) in the USA and the Brazil General Data Protection Law (LGPD).
Data offers huge potential to support jobs and prosperity. We need a regulatory framework that nurtures and supports use of data to encourage growth, while protecting consumers’ privacy. We respond to government consultations, and engage with regulators as privacy regulations and guidance evolve. Many regional and national regulations on data privacy share common principles, and we advocate for interoperability to support global commerce. Our Group Operating Committee and senior leaders receive regular briefings to keep them apprised of privacy developments around the world.
Transparency
We strive to be open and transparent about the types of data we collect from consumers and third parties, where we get it, how it is used and where it is shared. Where appropriate we provide individuals with access to the data we collect about them, and the ability to correct, restrict and delete data.
Data transparency not only empowers consumers, it also benefits our business. For example, our marketing services are more effective for our clients when more people understand their ability to set their marketing preferences, as this means fewer people receive unwanted marketing that they would not be receptive to.
In the UK, the privacy section of our website provides privacy policies for different parts of the business, and our Marketing Services Consumer Information Portal (MSCIP) explains data rights and sets out the various ways we use personal and anonymised data. The content on these websites is designed to be clear and easy for non-experts, and the MSCIP includes a series of engaging videos on topics such as how we obtain data and how people can benefit from sharing their data. Individuals can use the MSCIP to find out if they are on our marketing file and understand what data we hold about them, where this data comes from and how it is used. It includes a prominent feature enabling people to opt out of targeted marketing if they choose.
To add transparency around the marketing profiles we build, the MSCIP allows consumers to view our Mosaic classification for any valid UK postcode. Through this feature, consumers can get a flavour of how marketers may view them, or people with similar profiles, when using our Mosaic segmentation to improve the relevance of their marketing messages.
Individuals are better equipped to be effective, successful participants in a world that increasingly relies on the exchange of information to deliver products and services efficiently. Lenders need access to accurate information about people’s financial profiles from Experian or other credit bureaux. Such information is integral to an efficient and competitive credit ecosystem which provides innovative products that enable consumers to get the most out of their data, contributes to economic growth and supports a stable consumer banking system.
Our Marketing Services business also gathers, analyses, combines and processes data to help organisations better understand consumers so they can offer them relevant products and services, and communicate more effectively and at the right time. We evaluate every product and service to ensure we strike the right balance between consumers’ privacy expectations and the economic benefit to both consumers and clients. Our comprehensive data protection programme details the steps we take to mitigate data protection risks, and what we expect from our employees. We are committed to obtaining, processing, using and retaining data compliantly and responsibly. We strive to only ever share data with authorised and trusted organisations. When we do so, we follow strict guidelines and comply with all relevant laws.
This year, we added a lock/unlock feature to our credit score app in Brazil that enables consumers to block and unblock their credit score from any third party that tries to consult their data.# Experian plc Strategic report 54
How do people with no credit history obtain credit?
It’s a classic chicken and egg scenario. Without an existing credit report, credit is hard to come by. Likewise, without credit, it can take time to establish and build a credit profile, and get access to the things you need. Some lenders may struggle to verify a consumer’s identity and consumers are unable to access credit at fair and affordable rates. Without help these consumers remain invisible to mainstream financial services. In the USA alone there are 28 million³ people who are ‘credit invisible’. Often, they are caught in cycles of predatory lending, they can’t cover emergency expenses and face limited housing options. They may pay higher insurance premiums and interest rates, have employment challenges and require larger deposits.
To help people overcome these barriers in the USA we created Experian Go. It’s the first programme of its kind, helping people create their credit profile in just minutes and before applying for credit. Experian Go simply uses a person’s government-issued ID, Social Security number and a ‘selfie’ to authenticate them. From there, personalised recommendations help users add accounts, also known as tradelines, to their Experian credit report. Users may receive information about becoming an authorised user or be invited to apply for a credit card designed specifically for those new to credit. Payment history from utility, phone, and streaming services can then be added to potentially boost their credit score using Experian Boost. This helps some consumers go from invisible to scorable in just one session. What’s important is that once their Experian credit report is established, they can start building and growing their credit. They can access credit cards, car and personal loans, in many cases at much lower interest rates. Experian Go is life-changing. It helps overcome the barrier to inclusion in the financial system. It unlocks financial success for people by opening up new financial opportunities and helping them potentially save money when they take out credit. Finally, they can start their credit and financial journey on their own terms.
Building your own credit report? That’s life-changing
I feel empowered, it gives me peace of mind. I couldn’t get an apartment or a loan when I didn’t have a good credit score. I felt shameful, I couldn’t do anything ... But being able to open up the app, I feel better. That’s how I feel empowered… . It’s a whole new world opening up for me, with good tools to help.
¹ Skyler, aged 37
² Source: Answer Labs study, Experian Go Customer Interviews, December 2021.
³ Source: From Experian and Oliver Wyman whitepaper ‘Financial inclusion and access to credit’, released January 2022.
⁴ Source: Experian.
- 40,000 people have used Experian Go to create their credit report ²
- 28 million people are credit invisible in the USA ³
- c. 70% of 18-24 year olds in the USA have difficulty establishing credit ⁴
Experian plc Annual Report 2022 Strategic report 55
Throughout this year, we have made significant progress in establishing strong foundations to set us up for success. This has included establishing programmes of work that are aligned globally and focused on improving our proposition in careers, development and enhancing our employer brand. Alongside this, we’ve been executing our Future of Work programme, giving our people more flexibility to choose where and how they want to work.
Our People agenda has five clear strategic focus areas:
* Creating a culture that puts people first
* Preparing our organisation for growth
* Growing world-beating tech-company leaders
* Making tech skills our advantage
* Supercharging employability communities
We actively support the potential of all expressions of diversity, including but not limited to thought, style, sexual orientation, gender identity or expression, race, ethnicity, disability, culture, and experience. To achieve this philosophy we will:
* Evolve and develop processes and programmes that will increase the diversity of our people at all levels
* Develop products for customers and consumers which set a standard of equity and financial inclusion in all the communities in which we operate
* Prioritise actions that support our culture of belonging that ultimately support a culture that enables our people to speak their truth, feel valued, and bring their whole selves to work.
In FY22, we developed a three-year DEI strategy and published our second global DEI Report. This has allowed us to showcase our culture and DEI work, and is also an opportunity to hold ourselves accountable to the five DEI commitments we have made: active sponsorship, better understand our opportunities and challenges, measure progress against specific goals, ensure accountability, and support our people.
Our global commitment to establishing this philosophy starts with Group Operating Committee (OpCo) sponsorship of gender, LGBTQ+, ethnicity, disability and mental health.
Creating a culture that puts people first
Our ambition is to be a market-leading talent destination, underpinned by a culture where our people feel valued and able to do their best work.# Fundam ental to this is th e deve lopme nt of our ref re shed an d align ed glob al employ ee value p rop osit ion (E V P) und er the s tr aplin e Disc over th e Unex pe cte d.
The E V P is under pinn ed by f our key pil lar s – Peo ple Fir st, T o gethe r We Win, Fo rce fo r Go od and Inn ovate. Th e final conc ept was in spire d by the inp ut of over 500 employee representative s across dierent regions, as well as 200 prospective ex ternal c andi dates in key sk ill area s and critic al market s.
Our co re philos ophy a t E xpe rian is tha t diver sit y, equit y and in clusion (D EI) is es sent ial to our pur po se of cre ating a b et ter tom or row by making p ositi ve change in t he wor ld, an d actively suppor ting eort s to close the financial wealth gap of under ser ve d.
Inspiring an d suppor ting our p eople
Sustainable business contin ued
Employee value p roposition
Gender diversi ty targets
At Experian, we wo rk to create a better tomorrow for consu mers, for businesses, and for our comm unities. This am bition underpin s our plans for ou r people – to ensure we h ave the best talent, working i n a high-per forming and inc lus ive environ ment where they feel t hey can do thei r best work in suppor t of our visi on. Our People agend a is desig ned to suppor t the busi nes s ’ s ambiti ous growth plans.
Scan me to vie w our D EI Rep or t
Experian plc Strategic r eport 56
| Representation of women | FY21 Actual | FY22 Actual | FY24 Targets |
|---|---|---|---|
| Senior Leaders | 32% | 33% | 40% |
| Mid-Level Leaders | 35% | 36% | 42% |
| Total workforce | 44% | 44% | 47% |
La st ye ar we s et thr ee -y ear tar get s f or gen der diver sit y a cros s the b usine ss . T he ac tio ns we have taken t his year have h elp ed us make pro gre ss again st th es e, but w e remain commit te d to doin g even mo re. In a dditi on this year we ar e addin g a foc us on incr easing t he representation of Black and Hispanic/Latino emplo yee s in our US b usine ss .
Addi tionally, we are holdin g our selve s acc ountab le at m os t senio r level , whi ch include s our e xecut ive le ader ship hos tin g a regul ar div ersi t y rev iew integr ate d within quar ter ly busine ss r evie ws. T he di vers it y rev iew and pr ogre ss tow ard our shar ed go als is an exp ec tati on of each O pC o memb er .
We now have 40Emp loye e Res ource G roups t hat not only pr ovid e a saf e spac e for anyo ne wh o nee dsit , but al s o prom ote chang e and build awaren ess a cros s E xp erian . Th ese gr oups include Wom en in E xp er ian, Bl ack at E xp er ian, and PRID E.
T ofur t her shine a l ight on th e diver sit y of o ur pe ople , we have re leas ed ou r four t h ser ies of v ide os , entitl ed th e Humans of Exp er i an, w hich sho wcas e the uni que li fe stor ie s of many of our emp loye es .
We strong ly believe i n celebrating dierence with r egul ar event s, in cluding Inte rnati onal Women’s Day , as w ell as th e Interna tional Dayof Per so ns wit h Disa bilit ies an d Bla ck Histor y Month , wher e we supp or ted bla ck entrepreneurs across the UK.
We ha ve celeb rate d Wor ld Ment al Health M onth fo r thefir st tim e and cont inue to empha sise th e well- bein g of our p eop le. Ac ti vit ies have include d the l aunch of th e WeWorkWell@ E xpe rian A sia Pa cific wel l-b eing pr ogr amme, which aim s to oer sup po r t acr oss al l dimensions of well-being, as well as our Mental H ealth Fir st A ide r pro gramm e that has seen over 400 p eople regis tered for training rec ognisin g the wo rk tha t has taken p la ce, which ha s res ulted in an impr ove d Glas sd oor rat ing for a si x t h year in a r ow to 4. 3 out of 5 (3. 1 in late 201 6).
We continue to ce lebr ate our E xp erian Way b ehavio urs , re sulting in o ver 23, 000 em ployee-nom ina ted rec ognit ion awards b eing han ded o ut in F Y22.
Our emp hasis is on inve st ing in mo re per sonalise d, te chnolog y- enabled s olutions forth e mom ent s that mat ter in p eo ple’s live s, ensur ing inclusi vit y an d diver sit y ar e par t of ever yt hing we do . T o und erpin t his, we e nable str ong co nnec ti ons be t wee n our pe opl e, and make sure we maint ain our sp ecial cult ure, n o mat ter wh ere p eop le ar e b ase d.
Ho rizon , our market-leadi ng employee communications pla tf or m remains p opu lar wi th emp loye es , with 97% regis ter ed and 8 0% re gular ly ac tive o n the pla tf or m. Sinc e it s laun ch in Apr il 2020, we have se en 37 ,00 0 comm ents p os ted and o ver 2,500 employ ee sto rie s share d.
Alon gside this , thePe opl e Por t al, w hich is a s elf-ser vic e application for empl oyees, including access topay det ail s and to make leave r equ es ts , had over 1 5 ,000 of o ur pe opl e acc es s the pl at for m on aver age ea ch month . acro ss th e busine ss; t his exce eds o ur targ et of includin g 1 % of employ ees . T he UK and Ir elan d regi on has emp loye d it s firs t Well-b eing Manager to p rom ote our w ell- bein g initiat ive s.
We are pro ud of the f ac t that our e ndeav ours have led to u s rec eiv ing s ever al pr es tigio us ex ternal aw ards , including b eing r eco gnise d with in the For tune 1 00 B es t Pl ace s to Work in 2021 in the USA , and a s a T op E mploy er in the UK , Ger many, Brazil, Sin gapor e and Aus tr alia.
Ser asa E x per ian was re co gnise d as one of Linke dIn’ s T op 25 Co mpanie s in 2022 and the Nor t h Am eric a re gion al so a chieve d the to p sco re on th e Dis abili t y Equali t y Inde x.
T he global COV ID - 1 9 pan demic has cr eate d an unpre ced ented s et of circum stan ces t hat mean stay ing co nnec te d with p eo ple has b een m ore impor tant than ever . Wi th this in mind , we have cons oli dated ou r list ening s tra tegy, with r egula r pul se che ck-ins alon gside a n ew global par t ner ship wit h Grea t Pla ce to Wor k (GPT W).
Alm ost 1 1,000 of o ur pe ople to ok par t in our firs t enter pri se -w ide GP T W sur vey w ith r esult s includin g an enga geme nt sco re¹ of 7 8%; it was 7 6% in our last annual s ur ve y in 201 9 . Our sur ve y sco res an d wor kpl ace p rac tic es al so mean we ar e now c er ti fied a s a Grea t Pla ce to Work in 20 co untr ies (ou t of 28 eligib le).
De spite th e challengin g backdr op pre sente d by COV ID - 1 9 , we ar e deli ghted tha t o ur Febr uar y 2022 pul se sur vey show ed us tha t 81 % of ourpe opl e fee l that manag ement has a cl ear view of w here t he or ganisati on is goin g and how to ge t ther e, 87% fee l they ar e able to b e pro duc tiv e in their cur re nt wor k set-up, an d 88% fe el that E x per ian is dedi cate d to creat ing a diver se , equit able an d inclusiv e cultur e. Wear e fur t her enc our age d that our p eo ple ar e 78 %
Alm os t 1 1,000 of o ur pe opl e took par t in our firs t ent erp ri se -w ide Gre at P la ce T o Wor k (GP T W) s ur v ey res ulting in a n enga geme nt sc ore of 78%
Awa rds
The E xp erian Way Glassdoor trend 2017 -2022
The E xp erian Way re pre sent s ou r value s, andthe b ehavi ours w e exp ec t fro m all our employ ee s in their e ver y day ac tiv itie s. T his year , o ur pe ople have c ontinue d to find ne w ways to de mons tr ate th es e behav iour s while adjus ting to dier ent ways of wo rk ing.
¹ The en ga gemen t in de x has c han ge d si nc e 2019 (Kor n Fe rr y). Th e qu es t ion s ar e ve r y si mil ar i n se nti me nt b ut n ot l ike f or l ike .
| Glassdoor rating | ||||
|---|---|---|---|---|
| 4.4 | ||||
| 4.2 | ||||
| 4.0 | ||||
| 3.8 | ||||
| 3.6 | ||||
| 3.4 | ||||
| 3.2 | ||||
| 3.0 | ||||
| 2.8 | ||||
| Jan 2017 | Jan 2018 | Jan 2019 | Jan 2020 | Jan 2021 |
| ### Delight customers | ||||
| ### Innovate to grow | ||||
| ### Collabor ate to win | ||||
| ### Safeguard our future | ||||
| ### Val ue each other |
57 Experian plc Annual Report 2022 Strategic repor t
Despi te this, financial exclusion and s ocial mobil it y cont inue to dispro por tionately a ec t Bla ck Her itag e communiti es . E xamples of t his include :
* A f ter s tar tin g a busine ss , Bl ack busin es s owne rs r epor t a median t urn over of £25,000 per annum , abou t a third l es s than Whi te busine ss ow ner s (£35,000)
* Many m ore B lack b usine ss ow ner s fail to make a profi t (28% comp are d to 16% for Whit e busine ss ow ner s), and fewer m eet their b usine ss asp irat ions . Jus t 30% of Bl ack entrepreneurs say they met their financi al aims and only half (49%) met their non -financial aims . This c ompare s unfavo urably to W hite b usines s own ers , whe re mo re than half (54 %) say the y met financial aims and 69% met non -financial aims .
Th es e dier enc es in ou tcom es are t he re sult of a vari et y of inter-rel ated an d sy stemi c variable s. T hey inclu de financial and s ocial fac tor s such as h ous ehold in com e and depr iv atio n, as well as th e unde r- representation of cer tain ethnic groups among the leadership population of organisations. This l ack of opp or tunit y impac t s the ab ilit y of the Bl ack co mmunit y to dev elop th e requisi te busine ss sk ill s, c apabil itie s and ne t wor ks tha t drive success.
Th ese ar e dispar itie s that E xp erian w ants to play a r ole in ad dres sing th rough b et ter cr edi t educ atio n and comm unit y enga geme nt. O ur mission to dr ive financial inclusion an d help facil itate a cce ss to fa ir and ao rdable cr edi t for co nsume rs is br ought to l ife th roug h pro duc t s like E xp erian B oo st . It is al so encouraged through open dialogue between our pe opl e that re cognis es an d ackn owle dge s the is sue s that a ec t pe opl e within t he Bl ack community and workplace.
E xpe rian emp loye es l aunche d their B lack atE xp er ian Emplo yee Re so urce G roup in theUK an d Irelan d to comp lement simil ar communi ties in B razil (Ub untu) and N or t h Ame ric a (Kar ibu). T hes e group s exis t to crea te a safe an d inclusi ve envir onment f or pe ople of Bla ck Her itage to wo rk , ac ces s opp or tunitie s, grow and f ulfil th eir pote ntial.
At E x per Ian webe liev e that ev er y p ers on , re gardle ss ofethnicit y o r backgro und, sh ould b e able tofulfil th eir p otential at wo rk .# Experian plc Strategic report 58
Since its inception, Black at Experian has been relentless in seeking out opportunities to make progress. Black History Month, which was traditionally a time of reflection and education, was dialled up to go further in October 2021 and turned into a time of action including:
- Challenging the business to contribute 3,000+ positive interactions and 377 volunteering hours to organisations that primarily serve the Black Heritage community.
- Creating two types of events that focused on financial education and inclusion and career development, including What’s the Score credit education workshops, Career Insight sessions and CV clinics.
- Running flagship events for 400+ entrepreneurs and property investors to learn how to grow their businesses and portfolios, e.g. Pitch (pictured above), as well as 800+ young people attending career and credit workshops.
- Using Experian products for students and young people interested in how to manage credit and kick-start their careers at Experian and beyond.
- Hosting an internal event with author, rapper and entrepreneur Akala on how Experian as a business can improve financial outcomes in the Black and Black Heritage community.
To further underline its commitment to accelerating change for ethnically diverse employees, Experian has signed the Race at Work charter in the UK. It has also signed the Halo Code, a campaign pledge that promises members of the Black community that they have the ‘freedom and security to wear all afro-hairstyles without restriction or judgment, as well as religious headdresses’. Our complementary ambitions of addressing racial inequality and enhancing financial inclusion inspire us to believe that when we stand together, we can make a difference.
Standing with the Black community in the UK
The Black ethnic population of the United Kingdom has grown significantly since the Second World War, all the while drawing the whole nation towards their cultures. Through television, sports, fashion, cinema and music, Black Britons have become the standard bearers of a new national cultural identity.¹
¹ Source: Alone together: Entrepreneurship and Diversity in the UK (2022), published by the British Business Bank and Oliver Wyman.
Sustainable business continued
Hub Office based
Their primary place of work is an office as their role cannot be performed productively outside of an office-based environment.
Hybrid Home + office based
The place of work is both office and home. The pattern will be determined team by team and can flex as required. Office days are primarily for in-person collaboration and connection.
Home Home based
The primary place of work is home. This role may be largely individual in its nature or require frequent travel to client locations.
Roam Mobile
These roles will require the person to be flexible and able to move easily to be close to clients and other stakeholders.
Preparing our organisation for growth
We are an ambitious organisation, so we continue to prepare for global opportunities and growth. Fundamental to facilitating this growth is our Future of Work programme. The global pandemic gave us an opportunity to adopt new ways of working, which accelerated existing trends exponentially. This resulted in a set of globally aligned principles on how we work, which included a review of the role of the office, identifying what technology investments we would need, and the real-estate footprint that would allow us to maintain our strong culture in a more remote world. Our framework created roles that are categorised in one of four ways – Hub, Hybrid, Home and Roam – and all regions are now implementing the Future of Work programme outputs, taking local conditions into account.
To help facilitate this shift in our ways of working, we have:
- Published employee and manager guides that outline consistent principles and offer guidance on how to work in different ways.
- Shared employee stories which highlight how Hybrid can support different individual situations.
- Launched a ‘Love where you work’ campaign for candidates and new joiners, reinforcing our approach to a more flexible future.
- Initiated a new cloud booking system for Hybrid office workers.
- Started reconfiguring our existing office environments while enhancing our employee experience.
We continue to look to attract members of key talent groups who possess critical skills. Our focus has been on integrating workstreams including people analytics, strategic workforce planning and talent acquisition, so we can use our insights to proactively target diverse talent in critical areas. We recognise the competition for talent specifically in technology roles, so we have focused on high-demand skills in crucial markets. Besides this, we have created a global internal talent pool for critical technology skills, as well as expanding our hiring in early careers to develop young, diverse talent through the organisation.
Central to our strategy was introducing Smart Recruiters as our global applicant-tracking system, which has seen 550,000+ applications, helping us to fill over 5,400 positions in FY22. We’re also seeing success from our employee advocacy programme, where employees can share approved content directly onto their LinkedIn accounts, and so play a role in helping strengthen our brand and reputation. Since its launch in late 2020, this has generated over 5 million impressions on LinkedIn.
Innovation remains at the heart of our culture and across our products and services. To recognise and celebrate the people and projects bringing cutting-edge solutions to our clients’ and consumers’ biggest problems, we have aligned the Sir Ramo Prize for innovation and the Creating a Better Tomorrow (CABT) award, with the winners announced at an Innovation Awards ceremony. This approach gives us an opportunity to highlight what’s happening across our business and how it’s helping transform lives and create a better tomorrow.
We launched 104 new products in FY22, with another 151 projects already in the pipeline at the end of the financial year. Alongside these awards, our second Global Hackathon was attended by 3,000 of our people and generated 100 entries, underpinned by our key principles of focus, learn, practice, connect and grow. Winners and runners-up were acknowledged across four categories: Incubators, Enablers, Entrepreneurs and Social Advocates.
In September, more than 3,000 people attended our first EmPower month, championing Experian’s approach to Continuous Improvement. It showed how to strive for effectiveness and efficiency by using different methodologies, like Lean, Six Sigma and Design Thinking, and how to focus on productivity and bring increased value to our customers. We have piloted and started to roll out the C3 (Customer Culture Council) programme across the organisation, to achieve high-performance outcomes – it aims to improve cross-functional collaboration and remove cultural barriers that inhibit customer-facing innovation.
Beyond this, we continue with our high-performance programme, including the launch of a portal for new joiners with reference materials for existing employees, which explains, through a series of short videos, our performance philosophy at Experian. Our people continue to have access to the Elevate Performance platform for year-round performance management, including setting goals, development planning and check-ins. Our high-performance culture continues to encourage constructive feedback and use of our core tool (feedback.me) remains high – nearly 54,000 feedback requests were made in FY22.
Our second Global Hackathon was attended by 3,000 of our people and generated 100 entries, underpinned by our key principles of focus, learn, practice, connect and grow.
- 550,000+ applications via Smart Recruiters, which has helped us to fill over 5,400 positions in FY22.
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Experian plc Annual Report 2022 Strategic report
Growing world-beating tech-company leaders
With our Future of Work programme continuing to run globally, we know we can no longer simply rely on physical workspaces to be our biggest cultural anchors. We continue to reinforce the more intangible elements of our culture, like values, behaviour, employee experience and ways of working, to create a strong connection between our people and Experian.This is a hi gh pri ori t y in the wa y our lead ers c ommunica te and en gage wi th the ir teams , and as we cont inue making o ur Emplo yee Value Pr op ositi on par t of the ful l employee lifecycle. A s an organis ation , we re cognis e that our lead ers ampl if y o ur ambitio n, cult ure, and value s. W ith t his in mind, w e have taken t he time to co nside r what ‘great lo ok s like’ globally for cur rent an d pote ntial lead ers . We have use d the se insight s to de velop a s et of Chara cter is tics of G reat L eadership, w hich for m the ba sis of how we w ill now as se ss an d develo p our lea der s and pl an for su cce ssion . Lea der ship transi tion fo r new jo iner s and internal m over s is als o an area of fo cus , par ti cular ly for cr itic al mov es . This has allowe d us to put t he appr opr iate supp or t in pla ce – inclu ding co aching an d liter atur e – toget lea der s quickly es tab lishe d wit hin our culture , to mitiga te risk , maintain b usine ss continui t y , and s et the m up for suc ce ss in Exp er ia n.
We have revi ewe d our appr oach to t alent managem ent and suc ces sion p lanning , to increa se agil it y and m ove fr om pr oce ss to outc ome s. T he majo rit y of o ur top - 100 roles have ‘read y- now’ su cce ssion i dentifi ed, an d wehave over 20 0 indi vidual s highli ghted as pre cision to sup por t decision -m aking on h ow we at tain t he tale nt we ne ed . This in clude s thinking m ore ho list ically an d flexib ly abo ut our wor kf orc e, toinco rp orate r ising numb er s of contin gent wor ker s and thir d- par t y suppl iers in t he avail able mar ket. T o und erp in our SW P appr oach , we have develo pe d a global skil ls f ram ewor k for defining, assessing, growi ng and eva luati ng our tal ent, fo cusin g on tech t alent as a p rio ri t y . We under to uk a co mpreh ensi ve rev iew of th e be st way to al ign the j ob family f ram ewor k forour te chnica l skill s . We are usi ng a market-le ading thir d- par t y s oluti on, an d an AI - enable d talent f rame work t hat allows us to brin g to lif e the se co mpon ent s for p eop le in an intuiti ve and m eaningf ul way. For example , it enable s peop le to vi ew and comp are p otential role s, id entif y skill s gaps, an d take up le arning opp or tuni tie s to enhance t heir skil ls an d capab iliti es , prov iding mu ch greater cl ari t y on progression and development opportunities.
Pro duc t De velopm ent ro les we re the firs t-phas e focu s of this appr oach thr ough Q4F Y22, f ollo wed by t he oth er key skil l areas including A naly ti cs . A s we look to c ompe te for th e talent w e nee d, we have spe nt time de velopin g a new re ward philoso phy and s tra tegy sp eci fic ally desi gned to at tra ct an d ret ain key tech t alent . This include s a st ru ct ured f ram ewor k built on market-competiti ve total-reward levels fortechnic al job familie s, alongsid e increa se dflex ibilit y to di er entiate r ewar d torec ognis eindiv idual c ontr ibuti on wit hin thes e technical ro les. succ es sor s for t his group . In 2022, t wo -thir ds of new top - 1 0 0 lea der s were p rom oted f rom within , wit h the r emainder hir ed e xte rnally. We are pr oud tha t t wo of our bi gge st ro les (Chie f Op erat ing O c er and CE O, Nor t h Am eri ca) have be en fille d by internal t alent highl ighted in our suc ces sion pl ans . Our valu e hot spot s ar e crit ical to o ur over all str ate gy, so we are foc using on en surin g we have th e right r ole s occ upie d by the r ight p eop le. T his is par ti cular ly impor tant in cri tical s egment s such as te chnolo gy. T ale nt conver sat ions ar e now ba se d on str ate gic exe cutio n, bu sines s continui t y risk s and su cce ssion gap s. T he fre quen cy of th es e discus sions ha s shif te d fro m an annual event to a quar te rly on e, wi th the go al of bet te r aligning t hem wi th how o ur business operate s.
Making tech skill s our advantage
We reco gnise tha t having th e right sk ill s and capa biliti es in th e organis ation is f undam ental to achiev ing our amb ition s. T o facil itate this , wehave evo lved o ur appr oach to sk ill s fore cas tin g, pre dic tion and p lannin g throu gh anew Str ate gic Work fo rce P lanning (S WP) pro gramm e aiming to crea te tool s and a fr amewor k that enab les us to fill o ur crit ical skill s gaps e ec tiv ely , global ly . Dur ing F Y 22, we have r un a pilot in th e UK and Ire land , which has gen erate d a deman d and supply analy sis of the ro les an d skill s we r equire o ver the coming five-year per iod, as well as rigorous plan s to infor m our buil d/buy/bor row/bot str ate gies to br id ge the gap s identi fie d. We have create d apl ayb ook to s uppo r t the glo bal expa nsion of th is wor k acros s the e nterp ris e togive us a co nsiste nt appro ach, an d mor e Charac teristics of Great L eadership Sustaina ble business contin ued Leads & Inspires Delivers E xcellence Disrupts & In novates Leads with Agilit y
Experian plc Strategic r eport 60 THINK FEEL DO Experian T ech Careers W eek aimed at keeping our people Aw are, Relevant & Marketable Experian gateway to access all things car eer , learning and growth oriented EVP Be W orld Ready Global Career Hub Superchargin g employabilit y Supercharging employability
We continue to inv es t in our ca ree r develo pme nt str ategi es , which r emain key tobein g a market-le ading e mploye r . Our fir st ever glob al Car eer Hub is an inter nal p or tal , aone -s top - shop fo r employ ee c are er grow t h and hol isti c develo pment n ee ds. I t helps identi f y skil ls gap s, and p rov ide c are er coachin g, learnin g channels , gigs, a cademie s, bo otcamps and uni versi t y curr iculums to o ur pe ople. E mploye es ar e able to v iew and compar e pote ntial role s and take up l earnin g opp or tuni tie s to enhance t heir skil ls an d capabilities. We launch ed the fir st p hase of t he Ca ree r Hub in Febr uar y 2022 alon gsid e Be Wor ld Rea dy, our E xp er ian- wide C ar ee rs Week . T he we ek was a comb ination of glo bal and r egional care er and le arnin g content , with th e aim ofengagin g our p eop le in deve loping t heir care er s and pr oac tiv ely st ayin g up to date witht he changing mar ket . We were del ighted that ove r one -th ird of our p eo ple to ok the opp or t unit y to at ten d one of th e 70 ses sions . We have star ted buildin g on the w ork tha t’s taken p lac e this yea r on car eer f ram ewor k s, and sc aling t hes e acr oss fo ur ident ifie d care erpa ths – Pr odu ct D evelo pment , Pro duc tManagem ent, A naly tic s and S ales . Foremploy ees , this gi ves gre ater clar it y on progression and development opportunities, and it sup por ts o ur abilit y to b uild our t alent pipeline in ternally .
Some element s of the Career Hub were alrea dy in ex isten ce, in cluding Step ping Stone s, w hich has o ere d inter nal car eer develo pme nt exp eri ence s such as gi gs, jo b shadow ing, j ob rot ation s and kn owle dge trans fer , since i ts l aunch in Januar y 2020. Dur ing this tim e, th ere have b ee n 1 , 48 4 applications for experiences, as well as 244gigs ad ver t ise d. Elev ate Le arnin g, our learnin g managem ent sy stem , continue s todemo cra tise a cce ss to de velopm ent and mor e than 1 8 ,200 e mploy ees u se d the pla tf or m in F Y22.
Looking ahead
We are excite d by what th e fu ture ho lds . Our ambitio n is to be re co gnise d as one of th e ‘25 Grea tes t Pla ces to Wor k ’ in th e wor ld, an d we are fo cusing o n what we n ee d to do to achie ve that. We wil l continu e to refine o ur appr oach tothe way w e develo p and re ward o ur pe ople , to at tra ct an d retain a b es t-in- cl ass te chnolo gy pop ulati on. We will shar e a comm on under st anding of w hat grea t lead ership lo oks like, to h elp gro w the ne x t gene rati on of company l eader s . We will create t he con ditio ns that allow o ur pe ople to f eel valu ed , fulfil led and enabl ed to do th eir be st w ork , and in t urn be ou r bigg es t adv oc ates . We will f ocus o n creating an inst antly rec ognisab le employer bran d know n for inn ovatio n and an amazing cultur e, so t he ver y bes t p eop le want to wo rk for us . Our intent r emains to nur ture a ful ly diver se , inclusive , high -p er for ming an d ‘peo ple firs t’ cult ure.
We laun che d the fi rs t pha se of theC are er Hub in Fe br uar y 2022 alon gsi de B e Wor ld Re ad y , ou r E xp er ian -w ide C ar ee rs We ek .
18 , 2 0 0 + empl oye es u se d the E lev ate Lea rnin g pl at for m in F Y22
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Experian plc Annual Report 2022 Strategic repor t
The Global C od e of Co nduc t is supp or te d by detail ed p olicie s on sp ecific topic s such a s anti- co rr uptio n, confl ic ts of inter es t, gif ts and hospitality , fraud man agement, complai nt management, fair treatment of vulnerable consumers, product development and marketi ng, whistleblo wing and tax. We are commit te d to creat ing and maintainin g a robu st , ee ct ive an d appro pria te contr ol enviro nment to re co gnise wh ere op por tunitie s for financial cr ime exis t and mitigate the ass ociate d risk . We es tabl ish and maintain pro ces se s and pr oce dure s to monito r , dete ct and pr event ac t s of financial crim e agains t E xp erian by t hird p ar tie s or emp loye es , or thro ugh the unl aw f ul use of or a cce ss to i ts pro duc ts , se r vi ces o r data . If any financial crim e is detec te d that has b een co mmit ted by E xp erian em ploye es , we wil l take app rop riate discipl inar y and le gal ac tio n against t he indiv idual or indi vidual s invo lved . Our co mmitme nt to doing b usine ss resp onsib ly includ es our ap proa ch to tax . Forse veral y ears , we have p ublish ed our T ax Poli cy, which exp lains h ow we app roa ch our tax a air s.# Working with integrity
Working with integrity is one of our core values and central to The Experian Way of working. Our Global Code of Conduct, available in several languages, sets out clear guidance to help everyone at Experian make the right decisions. This year, we updated the Code to strengthen our guidance in key areas such as human rights and facilitation payments.
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Experian plc Strategic report 62
As part of our commitment to increasing transparency, we have this year gone a step further and published a Tax Report, which explains our approach to tax governance and how we deal with our tax affairs, and provides more information on our tax contribution.
Anti-bribery and corruption
Our zero-tolerance approach to bribery and corruption is set out in our Code of Conduct and Global Anti-corruption Framework. We prohibit anyone acting on behalf of Experian from offering and/or accepting a bribe, or making a facilitation payment to officials, in connection with our business. This includes employees, third parties and suppliers.
Experian’s Global Gifts and Hospitality Policy sets out strict ethical standards relating to gifts, entertainment, hospitality, sponsorship, travel expenses and donations. We also have controls to ensure we conduct any sponsorships, charitable contributions, ethical and in compliance with all relevant laws. Our suppliers are contractually obliged to ensure their employees, agents and subcontractors refrain from paying or receiving improper bribes, facilitation payments, gratuities or kickbacks. If we identify any suppliers as high risk for bribery or corruption, we refer them to the Compliance team for further due diligence, including an assessment of corruption, regulatory and reputational risks.
We conduct periodic assessments to check for and mitigate corruption risks as part of our Compliance Management Programme for the business. We also follow rigorous due diligence procedures to identify any risk of improper payments during mergers and acquisitions, or when we enter into joint ventures. Our Finance and Global Sourcing teams have training and controls to detect and stop improper payments, with support from our Global Internal Audit team. If we identify any concerns, we promptly investigate them and take appropriate action.
Training and compliance
We strive to create a culture of integrity which empowers our people to make the right choices. Our Code of Conduct makes clear that everyone at Experian is accountable for managing operational risk across our business effectively to safeguard our future. All employees (including part-time employees and contractors) complete mandatory training on our Code of Conduct when they first join Experian, and regular refresher training thereafter. They are required to acknowledge their understanding and confirm their commitment to the Code of Conduct every year, and we make sure that they do so through our performance review process. We also expect managers to be positive role models for ethical behaviour. Any breaches of our Code of Conduct or associated policies could undermine our reputation and stakeholder trust. Our Three Lines of Defence risk management model reinforces our culture of compliance. We encourage people to report any suspected policy breach or unethical activity without fear of reprisal – and anyone who knows about a potential violation, and does not report it, could be subject to disciplinary action. We ask employees to start by talking to their manager if they have concerns. They can also report any concerns, anonymously if they choose, through our 24-hour Confidential Helpline. The Helpline is open to both employees and third parties, and provides support in local languages. We take any allegations of ethical breaches very seriously. All reported concerns are investigated promptly by relevant functions, such as Human Resources, Global Security Office or Global Fraud Investigations, to identify root causes and take appropriate corrective action. This year, 47 concerns were reported. The majority of these (77%) concerned human resources-related matters.
Respecting human rights
We are committed to respecting and promoting human rights, including upholding the United Nations Universal Declaration of Human Rights (UDHR), the United Nations Guiding Principles on Business and Human Rights (UNGP) and the International Labour Organization (ILO) Standards. This is reflected in our Code of Conduct and associated compliance policies – which everyone at Experian must confirm their commitment to every year. These policies make clear that we do not tolerate any infringement of human rights in our business or our supply chain.
This year, we conducted an analysis, based on best practice, to identify salient human rights for Experian. We have published a statement on salient human rights that sets out our approach to each of these: healthy and safe working conditions; workplace security; freedom of association; diversity, equity and inclusion; modern slavery and forced labour; access to grievance mechanisms; data protection and privacy; environment and carbon emissions. We recognise that other human rights issues may become relevant to Experian in the future and will review our salient issues on a regular basis.
We are committed to treating all our people fairly and with respect. Experian is an accredited Living Wage employer in the UK, going beyond the legal minimum wage to pay employees the amount the Living Wage Foundation has calculated as a reasonable living. As set out in our updated Code of Conduct, we support our employees’ right to affiliate or not affiliate with legally sanctioned organisations or associations without unlawful interference.
Diversity, equity and inclusion (DEI) remains a key focus within our business (see page 56) and our Global DEI Report and beyond. We are a signatory to the UN Women’s Empowerment Principles. Experian North America was again listed as one of the best places to work for LGBTQ+ employees, with a perfect score in the Human Rights Campaign Foundation’s 2022 Corporate Equality Index. Our commitment to DEI is also fundamental to our purpose of creating a better tomorrow by making positive change in the world and actively supporting efforts to close the financial wealth gap of underserved communities (see page 56).
Our Supplier Code of Conduct sets out clear standards on human rights, and we include clauses in our contracts that oblige suppliers to protect workers’ rights and freedoms. We monitor compliance through our third-party risk management framework. We also expect suppliers to set similar requirements for their own suppliers and subcontractors to extend high standards throughout the supply chain.
Tackling modern slavery
We recognise that modern slavery can occur in any sector, anywhere in the world. We are committed to doing all that we can to eliminate the practice. Experian is a founding member of the Slave-Free Alliance, which brings together businesses working towards a slave-free world. Following a comprehensive assessment of our approach by the Slave-Free Alliance, we are in the final year of a three-year improvement plan to develop our processes for identifying and preventing modern slavery risks in our supply chain. A quarterly steering group, headed by our Group Chief Procurement Officer, manages implementation of the plan. Together with the Slave-Free Alliance, we ran an event for suppliers this year to increase awareness of modern slavery in the supply chain. We undertake an annual assessment of carbon reduction plans as part of our request for proposals to support our Scope 3 emissions reduction target (see page 67).
We conduct a risk assessment of all the third parties we work with, including suppliers and indirect clients. Overseen by our Third Party Risk Management team, we assess risks related to data security and privacy, business continuity, compliance and reputation (including bribery, corruption and modern slavery). We will not work with – and routinely reject – third parties that do not uphold our standards on critical issues, such as data security. Of the thousands of third parties we work with, most fall into the minor or moderate risk category in our initial risk assessment. Those we consider higher risk – based on factors such as the type of product or service they provide and the type of data they have access to – are subject to more in-depth assessments, oversight and controls. As our First Line of Defence, the business function that owns the relationship with the third party is responsible for identifying, tracking and resolving any issues.# We test our controls periodically, logging and resolving any issues identified through our centralized global governance, risk and compliance system. Reports on key suppliers, drawn from news sources around the world, help us monitor risks in our supply chain by alerting procurement teams and supplier relationship managers to any issues. We are committed to supporting diverse suppliers through our strategic sourcing process that is designed to offer a level playing field for all third parties. In the USA, we are members of the National Minority Supplier Development Council, National LGBT Chamber of Commerce, Disability:IN and the Women’s Business Enterprise National Council. These organisations have supported our year-on-year growth of registered diverse and small business supplier relationships. We also plan to complete an analysis of the diversity of our suppliers in our UK business in the coming year.
Of high-risk suppliers to ensure that they have policies and procedures in place to minimise the risk of modern slavery. Our Modern Slavery Statement provides further information on our commitment, policies and actions to tackle modern slavery risks in our business and supply chain.
We are using our data and analytics to support wider efforts to tackle modern slavery and contribute to the United Nations Sustainable Development Goal 8.7 to eradicate forced labour. Working in collaboration with the United Nations University Centre for Policy Research and the University of Nottingham’s Rights Lab, our DataLabs have developed a predictive model that draws on a combination of datasets to help pinpoint locations that may be vulnerable to modern slavery risks. We are now exploring potential applications for this tool by building relationships with private and government organisations.
We also continued our work with Hope for Justice to support survivors of modern slavery through advocacy and advice services, including helping them prove their identity, access credit reports and resolve fraudulent debts racked up in their name. This year, our partnership with Hope for Justice supported 418 survivors and engaged over 12,000 individuals through community engagement, outreach and training to help prevent exploitation and modern slavery.
Partnering with suppliers
Our Supplier Code of Conduct represents the minimum ethical, labour, human rights and environmental standards that all Experian suppliers must meet. As part of their contracts with us, all suppliers must confirm that they accept our standards or have their own equivalent standards in place. ESG criteria are integrated in our supplier selection process alongside commercial considerations. Through our due diligence process, we ensure that selection is dependent on satisfactory governance of areas such as bribery, corruption and modern slavery. We have also strengthened our supplier selection process by requesting details of key suppliers’
63 Experian plc Annual Report 2022 Strategic report
As an information services business, our main environmental impact is the carbon footprint generated from our operations and value chain. Most of our footprint (around 97%) is made up of Scope 3 greenhouse gas emissions, particularly in the category of Purchased Goods and Services, with Scope 1 and 2 emissions from our direct operations making up the remaining 3%.
We are committed to reducing our carbon emissions in line with our science-based target, validated by the Science Based Target initiative (SBTi), and we are committed to becoming carbon neutral in our own operations by 2030¹. We recognise the urgent need to accelerate action on climate change, and want to further our ambitions towards net zero².
During the coming year, we will develop our plans to decarbonise our operations even further and transition to net zero. Our Task Force on Climate-Related Financial Disclosures (TCFD) statement below sets out our commitment to mitigating climate-related risks and harnessing opportunities for our products and business to support wider climate action.
TCFD statement
We recognise the importance of identifying and effectively managing the physical and transitional risks that climate change poses to our business, as well as the opportunities that climate change mitigation and adaptation create. In March 2021, Experian became an official supporter of the TCFD. Last year, we published a reference statement that aligned with most of the recommendations within the TCFD framework. This year, following completion of the scenario analysis, we have reported in alignment with the TCFD recommendations as set out on pages 64 to 73. The scenario analysis performed will lay the foundation for continued, relevant and evolving disclosures (including financial disclosures) as recommended by the TCFD framework.
Risk management
We are committed to identifying, assessing and managing risks and opportunities presented by climate change both now and in the future. Climate-related risks are identified and prioritised using our established Global Risk Management governance structure (outlined on page 85). This well-established process for identifying, assessing, responding to and reporting business risks (see below) is completed at least twice a year to ensure that it remains appropriate and that any new activities or changes to variables have been captured. The framework combines a bottom-up approach – engaging with local subject matter experts who have in-depth knowledge of business activity (First and Second Lines of Defence) – with a top-down global strategic review of risks (Third Line of Defence).
Governance
The Board oversees our climate strategy (including climate-related risks and opportunities presented in this TCFD statement, along with progress against our science-based target and our carbon neutral commitment) and is responsible for the approval of disclosures in this report. The Global Head of Sustainability is responsible for implementation of our climate action plan, with support and oversight from our ESG Steering Committee, chaired by the Chief Financial Officer. The Group Operating Committee receives regular updates on our climate action plan and the Chief Executive Officer reports on ESG activities and performance, including those related to climate change, at every Board meeting. These reports include progress on strategic drivers to address climate-related issues, such as our science-based target and TCFD reporting. The Audit Committee reviews and approves our register of climate-related risks and opportunities and oversees our response, ensuring that the Board has full oversight. Risks are identified and assessed at project and regional level, overseen by the Risk Management Committees that report to the Executive Risk Management Committee (ERMC). See page 85 for more on risk management.
Our environmental management systems help us drive continuous improvements in minimising the environmental footprint of our operations, including climate impact, and ensure we comply with local regulations. Local environmental management systems across the business are aligned with the internationally recognised ISO 14001:2015 standard, and four of our sites – three in the UK and one in Bulgaria – maintain certification to this standard through external audits.
Protecting the environment
1 All references in this Annual Report to ‘carbon neutral in our own operations by 2030’ includes all Scope 1 and 2 emissions, plus within Scope 3 the categories of ‘Purchased Goods & Services’, ‘Business Travel’ and ‘Fuel-and-energy-related activities’ (which represent 83% of our baseline emissions in Scope 3). This is aligned with the emissions covered by our science-based target approved by the SBTi. Refer to pages 64-71 for further information.
2 Net zero as defined by the most recent standard from the SBTi initiative.
Step 1 Risk identification
* Consider key business objectives
* Identify principal risks
* Identify key controls
Step 4 Risk reporting and monitoring
* Business unit and regional level
* Regional Risk Management Committees and Executive Risk Management Committee
* Audit Committee
Step 3 Risk response
* Accept or remediate current risk and control environment
* Determine corrective action if needed
Step 2 Risk assessment
* Assess controls
* Estimate likelihood, impact and velocity
* Consider financial, legal, regulatory, reputation and conduct exposure
We are committed to helping tackle climate change and reducing our impact on the environment.# Experian plc Strategic report
Climate-related risks and opportunities
Because of their nature, climate-related risks can be presented to the organisation in different ways (for example: through policy and regulation, product adaptation, operational disruption, market volatility and other external factors), and therefore to ensure a thorough analysis and identification we ran a series of focus groups with internal stakeholders from areas where key climate-related risks could arise. This supported the process of identification of any specific risks to, and opportunities for, our business. The resulting climate-specific risks and opportunities register was used to perform a scenario analysis (see pages 65-67) to assess their likelihood and impact to our business. Key risks that are identified as a result of this process are maintained in the Global Risk Inventory, reviewed by the ERMC, agreed with by the Audit Committee and presented to the Board. At present, climate change is classified as an emerging risk.
Strategy
We recognise the potential for climate-related risks and opportunities to affect our business, and we are following the TCFD recommendations to help us assess these. We have reviewed the climate risks and opportunities that exist across our business lines, and across the regions in which we operate, by engaging with key internal stakeholders. This process has enabled us to create a comprehensive climate risk and opportunity register identifying a wide range of physical and transitional climate-related risks and opportunities across short- (one to two years), medium- (two to five years) and long-term (five or more years) timeframes. This climate-specific risk and opportunity register has been developed in accordance with our Global Risk Management framework to ensure the review was performed as a fully integrated process. We previously identified eight climate-related risks and four climate-related opportunities that are material to our business, based on a high-level assessment of their likelihood and the potential severity of their impact on the business. More detail on this initial assessment is published on page 54 of our Annual Report 2021. The material risks are defined as those that have the potential to have a significant effect on our operations, strategy or financial performance if they are not suitably controlled. The material opportunities are those that have the potential to enhance the financial performance of the business. Our work in this area consisted of a high-level assessment of climate-related risks and opportunities, considering the likelihood of the risk occurring and the severity of the impact on the business.
Scenario analysis
This year, we worked with external experts to conduct a climate scenario analysis. The starting point for our work was to take the risks and opportunities we identified last year and assess them over a longer time period, under two different climate change projections, to understand their potential financial impact. We used two projections for our climate scenario modelling:
- A High-carbon scenario (4°C): A ‘worst-case’ scenario of climate change that projects global greenhouse gas emissions continuing to rise (based on Representative Carbon Pathway, RCP 8.5). In this scenario, substantial physical impacts of climate change arise.
- A Low-carbon scenario (2°C): An ‘aggressive mitigation’ scenario that limits the global temperature rise to be below 2°C (based on the International Energy Agency’s Sustainable Development Scenario). In this scenario, transitional risks predominate.
We used these scenarios to assess our exposure and vulnerability to climate-related risks, demonstrate the resilience of our climate change strategy, and gain a high-level understanding of the financial implications associated with the risks and opportunities under the two different future scenarios. The table below outlines Experian’s climate-related risks and opportunities, and the Overview column below provides insight into the impacts of the risks and opportunities on Experian’s business, strategy and financial planning.
| Risk/Opportunity | Overview | Maturity of assessment |
|---|---|---|
| Transition risks | ||
| Compliance | Ensuring Experian meets with global and regional climate change commitments | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Product adaptation | Ensuring existing products and services adapt to consumer and client demand on climate change | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Investor sentiment | Climate change strategy and environmental performance influencing investor decision-making | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Carbon taxation | Increased costs associated with carbon taxes and increased expenditure on purchased goods and services | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Climate disclosure | Reputational impact associated with Experian’s climate change commitments, strategy and disclosures | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Physical risks | ||
| Energy demand | Increased operational costs associated with resources to ensure business operation | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Extreme weather events | Disruption to demand for products and services associated with extreme weather events | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Climate migration | Markets disrupted by climate-related weather events | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Opportunities | ||
| New service lines | Developing solutions to take to market that minimise the impact of climate change | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| New markets | Adaptation to climate change means new markets for solutions are created | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Access to finance | Increased ability to access credit and funds through strong ESG credentials | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
| Low-carbon transition | Offering products and services to support consumers and businesses in their transition to the low-carbon economy | Comprehensive understanding of risk drivers and control measures in place to mitigate, adapt to risk, capitalise on opportunity. |
Key: Further work is required to understand regional risk drivers and control measures in place to mitigate, adapt to climate risk, capitalise on opportunity.
Climate-related financial risks and opportunities for our business
65 Experian plc Annual Report 2022
Strategic report
| Aspect | Financial impact | Scenario | Financial impact over time horizon | ||
|---|---|---|---|---|---|
| Pre 2025 | 2025-2030 | 2030+ | |||
| Compliance | Investor and consumer investment | Low carbon | |||
| High carbon | |||||
| Product adaptation | Customer and consumer purchasing behaviour | Low carbon | |||
| High carbon | |||||
| Investor sentiment | Reputational impact associated with lack of climate action | Low carbon | |||
| High carbon | |||||
| Carbon taxation | Increased operational cost from operating infrastructure | Low carbon | |||
| High carbon | |||||
| Climate disclosure | Shareholder expectation on delivering climate change commitments | Low carbon | |||
| High carbon |
Transition risks could present a significant challenge to our business and we are committed to mitigating their potential impacts. Our high-level analysis highlighted that our climate action plan is critical to demonstrating strong climate stewardship and progress towards our carbon neutral commitment, and our approach to carbon reduction and transparent climate disclosures is of paramount importance to our stakeholders.
Sustainable business continued
| Transition risks by time horizon and climate scenario | Low | Medium | High |
|---|---|---|---|
| Key: |
| Physical risks by time horizon and climate scenario | Low | Medium | High |
|---|---|---|---|
| Key: |
| Aspect | Scenario | Financial impact over time horizon | ||
|---|---|---|---|---|
| Pre 2025 | 2025-2030 | 2030+ | ||
| Energy demand | Low carbon | Increased operational cost associated with meeting energy demand for infrastructure including data centres | ||
| High carbon | ||||
| Extreme weather events | Low carbon | Disruption to business operations from impact of climate change | ||
| High carbon | ||||
| Climate migration | Low carbon | Customers and consumers are affected by chronic effects of climate change resulting in disrupted markets | ||
| High carbon |
Our operating model has proven to be resilient to significant physical disruption, as experienced since the onset of the COVID-19 pandemic. We currently operate a small number of regional data centres that are business-critical assets and exposure to extreme weather events is already considered from a business continuity and disaster recovery perspective. The most critical physical risk to our business relates to the chronic effects of climate change and impacts from extreme weather events that could lead to climate migrations, which may result in consumers becoming financially excluded as a result of being unable to access their data and demonstrate their financial identities. These impacts are most significant under the high-carbon scenario we modelled. Our planned regional analysis will help us determine areas that are particularly vulnerable to the physical effects of climate change.
66 Experian plc Strategic report
Metrics and targets
Our climate change strategy is underpinned by our commitment to become carbon neutral in our own operations by 2030.
Our climate goals
- Become carbon neutral in our own operations by 2030¹:
- Scope 1 and 2 (1.5°C scenario): reduce absolute Scope 1 and 2 emissions by 50% by 2030 (from 2019)
- Scope 3 (2°C scenario): reduce absolute Scope 3 emissions from Purchased Goods and Services, Business Travel, and Fuel-and-energy-related activities² by 15% by 2030 (from 2019)
- Offset 100% of our Scope 1 and 2 emissions by 2025
We use these metrics and targets to assess and manage relevant climate-related risks and opportunities associated with our operational performance.We recognize the importance of climate change to our stakeholders and the increasing emphasis on achieving net-zero emissions globally, following the COP26 climate conference and the latest report from the Intergovernmental Panel on Climate Change. We want to further our ambition and we will continue to invest in energy efficiency projects and technologies for our assets around the world, and source more renewable electricity. We cut the carbon intensity of our direct emissions³ by 16% this year to 2.6 tonnes of CO2e per US$1m of revenue. To achieve our Scope 3 target, our main focus is on engaging with suppliers to reduce the footprint of the products and services we buy, which make up 77% of our Scope 3 emissions. We are embarking on a process to gather actual Scope 3 emissions data from our suppliers, but since this is not currently available, we have followed common best practice to estimate our Purchased Goods and Services emissions category using an Extended Economic Input-Output (EEIO) model that uses expenditure data. Our reporting methodology for this calculation can be found on our website. Based on this estimate, our combined Scope 3 emissions over the selected categories of our science-based target (namely Purchased Goods and Services, Business Travel, and Fuel-and-energy-related activities) for FY22 show an increase of 2% compared with the 2019 baseline. This rise in emissions is due to an increase in expenditure as a result of business growth (29% revenue growth across our regions over the last three years). As our science-based target is an absolute target, commitment towards net zero and, in the coming year, we will develop our plans to decarbonise our operations even further and transition to net zero as defined by the most recent standard from the Science Based Target initiative. We measure and publicly report Experian’s carbon footprint with certain data, subject to assurance (see page 69). This year, we reduced our Scope 1 and 2 emissions by a further 1% to 16.4 thousand tonnes of CO2 equivalent (CO2e). Since 2019, we have achieved a 44% reduction in Scope 1 and 2 emissions, on our way to achieve a 50% reduction by 2030 and meet our science-based target. This reduction was due to the combination of various factors, including intermittent closure of our offices as a result of localised COVID-19 restrictions, embracing new flexible ways of working that have resulted in a decrease in building occupancy, and consolidation and reduction of office space. To enable the delivery of our Scope 1 and 2 science-based target, we have worked with colleagues across the business to identify opportunities to reduce our operational emissions. This year, the focus was on using our office space smartly and reducing our overall building footprint where flexible working has reduced the demand for office space.
1 Includes all Scope 1 and 2 emissions, as well as Scope 3 emissions from ‘Purchased Goods and Services’, ‘Business Travel’, and ‘well to tank’ (which represent 83% of our baseline emissions in Scope 3). This is aligned with the boundaries covered by our science-based target approved by the Science Based Target initiative. Once emission reductions have been achieved in line with our science-based target, Experian will offset the remaining emissions within the boundaries of our science-based target to achieve carbon neutrality by 2030.
2 Also known as ‘well-to-tank’, is an average of all the greenhouse gas emissions released into the atmosphere from the production, processing and delivery of a fuel or energy.
3 Direct emissions include all Scope 1 and Scope 2 market-based emissions.
Climate-related financial risks and opportunities for our business
Opportunities by time horizon and climate scenario
| Aspect | Financial impact over time horizon | Pre 2025 | 2025-2030 | 2030+ |
|---|---|---|---|---|
| New service lines | Increased revenue associated with the delivery of new propositions | Low carbon | High carbon | |
| New markets | Access to new markets as populations migrate as a result of climate change | Low carbon | High carbon | |
| Access to finance | Increased ability to access credit and funds through strong ESG credentials | Low carbon | High carbon | |
| Low-carbon transition | Improved reputation and operational revenues from facilitating the transition to a low-carbon future and mitigating the effects of climate change | Low carbon | High carbon |
The climate-related opportunities for our business are greater within the low-carbon future scenario we modelled, as they relate to the potential of our business to support and facilitate the transition to a low-carbon future. Demonstrating how these opportunities can translate into financial performance has the potential to improve our ESG credentials with investors and ESG ratings agencies, and influence our ability to attract and retain investors. Our next step on the TCFD journey is to analyse the specific impact of climate-related risks and opportunities in relation to the products and services we provide and the regions where we operate. This will help to ensure we take a proactive, consistent and embedded approach to mitigating risks and capitalising on opportunities across our business. We also plan to develop our approach and methodology for the financial quantification of climate-related risks and opportunities. We understand that this is just the beginning of our journey and recognise its importance in informing our climate change strategy.
Low Key: Medium High
67 Experian plc Annual Report 2022 Strategic report
The Kasigau REDD+ Project Phase II – The Community Ranches – from Wildlife Works is the first project in the world to issue REDD+ carbon offsets under the VCS standard, and is also certified with Climate, Community and Biodiversity (CCB) Gold Level.
We are committed to cutting total emissions despite the business growing. We are engaging with our suppliers to understand how they can reduce their emissions and, if required, will switch to suppliers that can better support our target. As this process takes time, we expect some increases in emissions before our initiatives begin to deliver reductions. However, we remain committed to delivering a 15% reduction in these Scope 3 emissions by 2030. Moving forward we have identified the top 200 carbon-intensive suppliers based on spend and we plan to use data from CDP (formerly known as Carbon Disclosure Project) to update our estimates with actual data from suppliers. This will allow us to recalibrate our figures and get a more accurate scale of the footprint in the Purchased Goods and Services category of Scope 3 emissions. In FY22, we signed up to participate in the CDP Supply Chain Programme to progress our work with our top 200 suppliers globally and ensure our climate change commitments are reflected and amplified across our value chain. Our supply chain plays an important role in achieving our carbon reduction target for Scope 3 and we are keen to explore opportunities that can help to accelerate our decarbonisation plan. Through the CDP Supply Chain Programme, we will engage with suppliers to understand their climate strategy (including science-based targets and net zero carbon reduction plans where relevant), review their performance and identify ways to reduce the carbon intensity of the products and services we purchase from them. This year, we were included on the CDP Supplier Engagement Leaderboard 2021, ranking among the top 8% of companies for supplier engagement on climate. This is based on our ‘A’ Supplier Engagement Rating, outperforming the ‘B-’ average for both the Europe region and the global specialised professional services sector. Once we have achieved our science-based target and reduced our emissions as far as possible, we will invest in high-quality carbon offsetting projects to offset the remaining Scope 1, 2 and 3 emissions within the boundaries of our science-based target to achieve carbon neutrality in our own operations by 2030. To support this journey, as part of our secondary carbon offsetting commitment, we offset 20% of our FY21 Scope 1 and 2 emissions and are offsetting 40% of our remaining FY22 emissions. We will gradually increase this to offset 100% of our Scope 1 and 2 emissions by 2025. By tracking and disclosing these metrics and targets we make sure we continuously assess and manage some of our key climate-related transitional risks (particularly compliance with climate change commitments, investor sentiment associated with our environmental performance and climate disclosure as mandated and/or expected by stakeholders) and the physical risk of energy demand as outlined on the ‘Climate-related financial risks and opportunities for our business’ table on page 65.# Experian plc Strategic report 68
Carbon emissions
This year, we invested in a Verified Carbon Standard (VCS) offset project in Kenya that will not only avoid carbon emissions, but also support climate adaptation, promote biodiversity, bring added value to communities and contribute to 11 of the 17 United Nations Sustainable Development Goals. The Kasigau REDD+ Project Phase II – The Community Ranches – from Wildlife Works is the first project in the world to issue REDD+ carbon offsets under the VCS standard, and is also certified with Climate, Community and Biodiversity (CCB) Gold Level. The project aims to protect more than 500,000 acres of Kenyan forests under threat from cattle farming by providing communities with alternative income opportunities, training wilderness guardians, and securing a wildlife migration corridor between the Tsavo East and Tsavo West national parks.
Cutting out single-use plastics
In 2020, we committed to eliminating as much single-use plastic as possible in Experian-controlled facilities within two years, but action was postponed as the number of people working in our facilities was significantly reduced during the COVID-19 pandemic. Over the last year, we have assessed the impact of changes in working patterns on our use of single-use plastics. Based on an assessment of expenditure on single-use plastic in our controlled facilities for the last three years (where available) ¹, we found that 99% of single-use plastic items we buy are related to food and drink ². Hot drink cups, stirrers and coffee/milk pods³, our top three single-use plastic items – make up 86% of the total. By removing or replacing these three items, we anticipate that we could achieve a reduction of over 70% in total single-use plastic from all reporting sites (based on the initial data gathered from our largest sites in the USA and Brazil). Some non-plastic alternatives have already been introduced in key locations. We have developed a single-use plastic pilot programme to refine and validate our assessment through audits and interviews, establish an accurate baseline that factors in flexible working and new waste streams resulting from the pandemic, and enable reliable scaling. It will be implemented in the coming year at some of our largest sites (based on head count) across our regions. The pilot programme will help us gather local insights on ways to phase out specific types of single-use plastic items that will inform a roadmap for action.
¹ Our measuring exercise captured 43% of our global operations based on head count.
² Less than 1% of single-use plastic items are non-food and drink related, for example envelopes with plastic windows.
³ Based on the number of items consumed in 2019 (for North America figures are primarily from 2020) by locations participating in the exercise.
Sustainable business continued
CDP Supplier Engagement Rating (SER): ‘A’ rating.
Experian was recognised as a Supplier Engagement Leader in the 2021 CDP Supplier Engagement Leaderboard – the top 8% of companies who completed the full climate questionnaire in 2021.
Financial Times: Experian was identified as one of Europe’s Climate Leaders 2022 by the Financial Times and Statista.
External recognition in FY22
| Experian plc Strategic report 68 | Carbon emissions | CO2e¹ | Unit | 2022 | 2021 | 2020 | 2019 |
|---|---|---|---|---|---|---|---|
| Scope 1 | 000s tonnes CO2e | 2.5 a | 2.2 | 3.0 | 3.6 | ||
| Scope 2 (location-based)² | 000s tonnes CO2e | 21.1 a | 22.2 | 25.5 | 29.8 | ||
| Scope 2 (market-based)³ | 000s tonnes CO2e | 13.9 | 14.3 | 22.1 | 25.6 | ||
| Total Scope 1 and Scope 2 (market-based) | 000s tonnes CO2e | 16.4 | 16.5 | 25.1 | 29.2 | ||
| Scope 3 (Purchased Goods and Services) | 000s tonnes CO2e | 412.0 a | 350.9 | 378.9 | 357.4 | ||
| Total Scope 3 | 000s tonnes CO2e | 532.9 | 453.9 | 493.4 | 495.3 | ||
| Total emissions⁴ | 000s tonnes CO2e | 549.3 | 470.4 | 518.5 | 524.5 | ||
| Total emissions⁴ normalised by revenue – per US$1m revenue | tonnes CO2e/US$1m revenue | 87.4 | 87.6 | 100.1 | 107.9 |
¹ CO2e emissions exclude any carbon offsets purchased by Experian.
² We have calculated location-based Scope 2 emissions using the International Energy Agency (IEA) carbon emission factors for electricity.
³ We have calculated market-based Scope 2 emissions using electricity supplier emission factors where available. Where these were not available, we used residual emission factors. If residual factors were not available we used location-based factors.
⁴ Including Scope 1, Scope 2 (market-based) and total Scope 3.
⁵ The reporting methodology for 2021 is available at https://www.experianplc.com/media/4259/experian-sustainable-business-performance-data-2021.pdf.
ª The 2022 data for Scope 1, Scope 2 (location-based) and Scope 3 (Purchased Goods and Services) emissions have been subject to limited assurance by PwC. Please refer to our 2022 Carbon Reporting Principles and Methodologies document and PwC’s limited assurance report at https://www.experianplc.com/responsibility/data-and-assurance/.
| SECR indicator | Unit | 2022 | 2021 |
|---|---|---|---|
| Scope 1: Global (excluding UK) | 000s tonnes CO2e | 2.0 | 1.9 |
| Scope 1: UK | 000s tonnes CO2e | 0.5 | 0.3 |
| Scope 2 (location-based): Global (excluding UK) | 000s tonnes CO2e | 16.7 | 16.8 |
| Scope 2 (location-based): UK | 000s tonnes CO2e | 4.4 | 5.4 |
| Total Scope 1 & 2 (location-based): Global (excluding UK) | 000s tonnes CO2e | 18.7 | 18.7 |
| Total Scope 1 & 2 (location-based): UK | 000s tonnes CO2e | 4.9 | 5.7 |
| Energy consumption used to calculate above emissions: Global (excluding UK) | kWh | 50,859,896 | 51,154,107 |
| Energy consumption used to calculate above emissions: UK | kWh | 24,358,946 | 25,401,992 |
| Total emissions normalised by revenue – per US$1m revenue: Global (excluding the UK) | tonnes CO2e/US$1m revenue | 3.4 | 4.0 |
| Total emissions normalised by revenue – per US$1m revenue: UK | tonnes CO2e/US$1m revenue | 5.9 | 7.7 |
Specific to SECR disclosure: Experian does not have any ‘offshore’ operations. Therefore, where the ‘UK’ is referenced in the indicators above, it is the same as ‘UK and offshore’.
| Sources of Scope 3 emissions | Unit | 2022 | 2021 | 2020 | 2019 | 2022 contribution to Scope 3 (%) |
|---|---|---|---|---|---|---|
| Purchased Goods and Services¹ | 000s tonnes CO2e | 412.0 | 350.9 | 378.9 | 357.4 | 77.3% |
| Fuel-and-energy-related activities¹ | 000s tonnes CO2e | 6.3 | 3.9 | 4.2 | 6.2 | 1.2% |
| Business travel¹ | 000s tonnes CO2e | 1.8 | 0.3² | 15.2 | 49.1 | 0.3% |
| Upstream leased assets | 000s tonnes CO2e | 45.3 | 35.4 | 31.0 | 17.5 | 8.5% |
| Capital goods | 000s tonnes CO2e | 40.8 | 40.4 | 31.4 | 31.2 | 7.7% |
| Employee commuting | 000s tonnes CO2e | 17.8 | 13.7 | 24.8 | 24.6 | 3.3% |
| Investments | 000s tonnes CO2e | 8.6 | 8.9 | 7.7 | 4.3 | 1.6% |
| Waste generated in operations | 000s tonnes CO2e | 0.3 | 0.4 | 0.2 | 5.2 | 0.1% |
| Total Scope 3 | 000s tonnes CO2e | 532.9 | 453.9 | 493.4 | 495.3 | |
| Subset of emissions within Scope 3 science-based target (Purchased Goods and Services, Business Travel, and Fuel-and-energy-related activities) | 000s tonnes CO2e | 420.1 | 355.1 | 398.3 | 412.6 |
¹ Scope 3 emissions within science-based targets.
² Only covers emissions from air travel.
Scan me
Our 2022 Reporting Principles and Methodologies can be found here.
Carbon emissions
Sources of Scope 3 emissions relevant to our business
Streamlined Energy and Carbon Reporting (SECR) Disclosure 69
Experian plc Annual Report 2022 Strategic report
Climate-related opportunities
Experian is innovating to create opportunities that will help our clients and consumers adapt to and mitigate the effects of climate change. We are also seeing a marked increase in enquiries from clients, such as financial institutions, for data and analytics services that can support them in understanding emissions in their supply chains, analysing physical and transitional climate-related risks in their portfolios, and assessing applications based on the climate credentials of the assets or organisations to be funded.
Sustainable business continued
Product innovation
Our existing decisioning tools can help clients meet these needs by bringing data and analytics into operational processes and organisations. We are also developing new products and services specifically designed to capture climate-related opportunities for our business, and support others to understand and reduce their carbon footprints. This year, we collaborated with carbon footprint tracking expert CoGo to create a way for banks that use Experian’s ‘Look Who’s Charging’ solution to offer consumers in Australia the ability to track their carbon emissions directly via their banking apps using our data insights. We also helped local relationship bank Handelsbanken encourage UK drivers to make more sustainable choices when it comes to car purchases by analysing and reducing the number of high-carbon emission cars within its current lending portfolio.
Brazil
Our new Smart ESG platform for agribusiness enables clients to assess and monitor their portfolio based on compliance with ESG regulations, including those related to topics such as deforestation, environmental and social violations, and banned and protected areas.The platform has already helped 291 clients assess more than 129,000 agricultural producers across 104 million hectares of land in Brazil, including identifying over 6,600 properties with banned areas and 47,000 areas with signs of deforestation to support supply chain transparency and risk mitigation.
Social Innovation
Through our Social Innovation programme, we are developing an agriculture index to support clients in offering affordable finance and insurance to smallholder farmers in Asia, which can help boost their productivity and protect them from climate risks. This is expected to launch next year.
A winning idea from our Global Hackathon this year aims to create a new net zero module in our Ascend Intelligence Services platform that uses data insights to empower effective decisions on the roll-out of low-carbon infrastructure. For example, this could help local authorities identify optimal locations for electric vehicle charging stations.
UK and Ireland
Our UK and Ireland Data Lab team is building a tool to support clients in developing their climate change risk disclosures to meet guidance from the TCFD and the UK Financial Conduct Authority (FCA). We are also trialling a new set of modelled attributes that help commercial lenders better understand the ESG profile of their small and medium enterprise (SME) customers, and more accurately target emerging ESG-focused products.
Spain
Environmental factors, including climate, are included in a sustainability index we are piloting in Spain. The index assesses small, medium and large businesses based on all three pillars of ESG and summarises this information in a single indicator to support risk assessment in financial decisions.
North America
As part of a leadership development programme, our Business Information Services team in North America is exploring a solution to help clients build information on environmental impact and sustainability into their evaluation of suppliers or lending applications.
Experian plc
Strategic report 70
Governance of ESG
We believe that strong ESG performance can be a source of competitive advantage. Our ESG strategy helps us set targets and commitments, drive progress, and enhance transparency through our ESG reporting and disclosures. The Chief Financial Officer acts as executive sponsor of our overall ESG programme, which focuses on ESG opportunities and risks, and the Company Secretary oversees the Group’s Sustainability function. They both sit on the Executive Risk Management Committee that oversees how we manage risks globally, including ESG risks, with oversight from the Audit Committee of the Board.
We have established a dedicated ESG Steering Committee, comprising executive sponsors and workstream leaders, that meets regularly to drive our ESG agenda. Chaired by the Chief Financial Officer, the steering committee is responsible for developing our ESG strategy, metrics and targets, as well as overseeing and prioritising investment decisions to support implementation of our ESG programme. Our Chief Sustainability Officer is responsible for ensuring successful delivery of our ESG plans across all our workstreams.
A central team and a network of regional corporate responsibility leads, specialists and steering groups across the business manage our Social Innovation, community investment, health and safety, and environmental programmes and impact. The Board oversees our ESG strategy and performance. Each year they have in-depth sessions on our overall ESG strategy as well as detailed annual updates on each of the separate elements of ESG. In addition, they receive written updates on key elements of our ESG performance ahead of every Board meeting.
Certain non-financial metrics – including employee engagement, diversity and inclusion, ESG considerations and risk – are factored into the holistic assessment of the Company’s short- and longer-term performance. We are considering how important aspects of ESG could feature in our remuneration arrangements (see page 128).
- Annual Report: This section of our Annual Report sets out our approach and performance on our most material ESG topics.
- CDP: We disclose detailed information on our climate approach and performance via the CDP and our CDP disclosure can be viewed on our website.
- Diversity, Equity and Inclusion Report: We report in more detail on our diversity, equity and inclusion goals and progress.
- ESG Performance Data: We report detailed year-on-year performance data on material ESG topics.
- Gender Pay Gap Report: We disclose our gender pay gap in the UK.
- Improving Financial Health Report: We highlight how we are creating positive social impact by improving financial health.
We publish key ESG policies on our website. These include our:
- Global Code of Conduct
- Anti-Corruption Framework
- Global Data Principles
- Environmental Policy
- Health and Safety Policy
- Supplier Code of Conduct
- Modern Slavery Statement
- Statement on Salient Human Rights
- Tax Policy
Principal risk
| Related ESG topic/sustainable business priority |
|---|
| Loss or inappropriate use of data and systems |
| Treating data with respect (data security) |
| New legislation or changes in regulatory enforcement |
| Potential to impact all – this year particularly treating data with respect (data privacy) |
| Failure to comply with laws and regulations |
| Business conduct risk |
| Working with integrity |
| Dependence on highly skilled personnel |
| Inspiring and supporting our people |
| Embedding ESG in innovation |
Embedding ESG in innovation
Our innovation culture puts consumer and client needs first, and we have strict processes to ensure we build critical ESG considerations, such as data security, privacy and accuracy, into our products and services. We extend our highest standards to suppliers through our third-party risk management framework. Through our Social Innovation programme (see page 49), we invest in developing new products that are specifically designed to offer additional societal benefits as well as creating revenue for our business. The funding model for social innovation products is aligned with our global innovation framework.
The Social Innovation programme is governed by a global steering committee that is facilitated by the Global Head of Social Innovation and was chaired by the Managing Director of Global Decision Analytics this year. The steering committee also includes our Chief Sustainability Officer, Chief Investment Officer, and Company Secretary, as well as senior representatives from each region. A sub-committee governs lower-level funding of early-stage ideas to explore their feasibility.
Managing ESG risks
The Board and our Executive Risk Management Committee review our principal risks on an ongoing basis. Five of our nine principal business risks are relevant to ESG (see table below). In addition, we continue to identify and analyse emerging risks including those related to ESG, such as climate risks (see page 64). See page 86 for more on our principal risks and risk management processes, including our Three Lines of Defence approach.
ESG-related business risks
| ESG policies | ESG reporting and disclosures |
|---|---|
| Modern Slavery Statement: We set out the steps we have taken to ensure that slavery, human trafficking and child labour are not taking place in our supply chains or in any part of our business. | Non-financial information and s172(1) statement: We report in line with Section 172 of the UK Companies Act 2006 (see page 72). |
| Sustainability Accounting Standards Board (SASB): We report against the SASB framework on material issues (see page 73). | Taskforce for Climate-related Financial Disclosures (TCFD): We are a public supporter of the TCFD and report against its recommendations (see page 64). |
| Tax Report: We explain on tax matters and how we deal with tax affairs. |
71 Experian plc Annual Report 2022 Strategic report
Section 172
Section 172 legislation, which became effective in the UK during FY20, aims to help shareholders better understand how directors have discharged their duty to promote the success of companies, while having regard to the matters set out in Section 172(1)(a) to (f) of the UK Companies Act 2006 (s172 matters). In addition, the 2018 UK Corporate Governance Code recommends that boards describe how the matters set out in Section 172 have been considered in Board discussions and decision-making.
Section 172 defines the duties of company directors and concerns the duty to promote the success of companies. Throughout FY22, the directors of the Company continued to exercise these duties while having regard to the s172 matters, and also to other relevant factors as they reviewed and considered proposals from senior management, and as they governed the Company on behalf of its shareholders through the Board and its committees.
Experian plc is a Jersey-incorporated company.# Nevertheles s the Board em braces Se cti on 1 72 and f ully supp orts it s aims, and we ar e rep or tin g in line w ith th e UK requi rement. We outlin e below, thro ugh use of cr oss refe rence, wh ere w e have con sider ed th e s 1 72 mat te rs thro ugh out t his Annual Rep or t.
Non-financi al informa tion and s 1 72 ( 1 ) statemen t
We Re por t in line with the Non- Fina nci al Re por ting requirement as detai led in Sections 4 1 4 CA and 4 1 4CB of the UK Compan ies Act 2006.
Our ai ms
Our bu sines s mo del is s et ou t on pa ges 3 0 to 33. We use t he po wer of dat a to create opp or tuni tie s, impr ove li ves an d make a meaning ful di er ence in s ocie t y , hel ping indiv idual s and busin es se s of all sizes , to achieve their financial goal s.
Non-financial risk s
Th e Risk managem ent and pr incipa l risk s se cti on of the St rate gic re por t, s tar tin g on pag e 85, set s ou t the Gr oup’s approa ch to identi f yin g and managin g our pr incipal r isk s and unc er taint ies. Our T hre e Lin es of D efen ce mod el pr ovid es a r igor ous go ver nance fr amewor k, and the l ist of pr incip al risk s st ar ting o n pag e 88 gi ves d etail s of th e pol icie s, outco mes an d due dilig ence p roc es se s that contr ol and mit igate tho se r isks. Th e key area s wher e non- finan cial adve rs e impac ts c ould ar ise ar e:
- Resp ec t fo r huma n ri ght s A s data cus todian s, we hav e a resp onsib ilit y to safe guard c onsum er pr iva cy, and our new five Global D ata Pr incip les guid e how we manag e and us e data, build pr odu ct s and c ondu ct o ur busine ss ar ound th e wor ld (se e pag e 50). Our Glo bal Co de of C ondu ct¹ align s with t he United Nations Univer sal D eclar ation of Human Right s, and o ur commit ment to ens urin g an ethic al supply chain¹ is born e out b y our memb ership of th e Slave - Free All iance.
- Empl oyees Emplo yee e ngag ement is a ke y per forma nce indic ator (se e pa ge 29), and we talk o n page s 56 and 57 abo ut our many pr ogr ammes an d initiat ive s that insp ire our p eo ple to b e their be st, to br ing th eir who le se lves to wo rk, our commit ment to div ersi t y, equi t y and inclusio n, and our r ecr uitme nt, rete ntion an d succe ssi on pra ct ice s that he lp to miti gate the r isk of our dep enden ce on highly sk ille d per son nel.
- Environmental matters ¹ We take our env ironm ental r esp onsibili tie s ser iously, and the re duc tion of gr eenh ouse ga s emissi ons is a key p er fo rman ce indic ator fo r us (se e pag e 29). See al so p age 6 4 for f ur th er ac tions an d initiat ive s E xp erian is t aking to help p rote ct th e envir onment ².
- A nti - cor r upti on an d ant i- br ib er y Our A nti- C or rup tion Fram ewor k¹ sets o ut our zero- toler ance p oli cy o n brib er y and cor rup tion in any fo rm, and this m es sag e is reinfo rce d throu gh mandator y annual training for employees.
- Social matters E xp erian has many ini tiati ves in p la ce to deli ver ou r purp os e of creat ing a be t ter tomor row f or con sumer s, b usine ss es , our pe ople and o ur communi ties. Th e role w e play ben efit s ev er yo ne: bu sines se s grow, pe ople prosp er and c ommuniti es thr ive. This hap pens in many ways, includin g thro ugh our c ore business, the development of social innovation pro duc ts, emp loyee v olunteer ing an d supp or t for comm unit y group s and chari ties.
¹ M or e de tai l is a vai la bl e at w w w.e xp e ria np lc .c om /re sp ons ib ili t y/our-p o li cie s.
² Fu r th er d et ail i s al s o ava il ab le at w w w.exp e rianp lc .c om /re sp ons ib ili t y/data -a nd -a s sur an ce.
Section 172 matters
| Specific examples | Page |
|---|---|
| (a) The likely consequences of any decision in the long term | |
| a Our div id end p oli cy, taken to geth er wi th s ec tio ns of our F inanc ial rev iew, exp lain s how w e bal ance r et urn s to share hol der s wi th ca pit al inve ste d organically and on acquisitions | 25, 74, 1 75 |
| a Our go ver nanc e fr am ewor k sh ows h ow th e Bo ard d ele gate s it s aut hor it y | 10 5 |
| (b) The interests of the company’s employees | |
| a Our pur p ose in a c tion | 20, 21, 24 |
| a Emplo ye e enga gem ent an d Futu re of Wo rk | 29, 59 |
| (c) The need to foster the company’s business relationships with suppliers, customers and others | |
| a Par tner ing with suppliers | |
| a We c omp ly wit h the r equ irem ent s of ‘ T he Rep or t ing on P aym ent P ra ct ice s and Pe r fo rma nce Re gul ati ons (201 7)’ f or al l of our in -s cop e UK c omp anie s | 24, 4 6, 6 3 |
| (d) The impact of the company’s operations on the community and the environment | |
| a F inancia l inclus ion fo r all an d Our c ommuni tie s | 18, 2 3 |
| a Protec ting the environment | 64 |
| (e) The desirability of the company maintaining a reputation for high standards of business | |
| a T reating data with res pect | 50 |
| a Par tner ing with suppliers | 63 |
| (f) The need to act fairly between members of the company | |
| a Stakeholder engagement | 22 |
| a Inves tment proposition | 10 7, 10 8 |
Experian plc Strategic r eport 72
Sustainabilit y Accounting Standards B oard Index
We re por t against the Su staina bility Accounting S tandards B oard ( SASB) standa rds. Th e Index below sho ws our response t o each of the SASB met ric s for the Profession al and Commerci al Ser vices sector.
Sustainabilit y disclosure top ics an d accounting metr ics
| Topic | Accounting metric | Code | Our response |
|---|---|---|---|
| Data security | Description of approach to identifying and addressing data security risks | SV-PS-230a.1 | See the Data security section of our Annual Report (pages 50-52). |
| Description of policies and practices relating to collection, usage, and retention of customer information | SV-PS-230a.2 | See the Treating data with respect section of our Annual Report (pages 50-54), which includes our Global Data Principles. This section details the processes we follow to ensure accuracy of data (page 52), the regulations we comply with (page 53) and the consumer websites where we detail our approach to data privacy. | |
| Number of data breaches, percentage involving customers’ confidential business information or personally identifiable information, and number of customers aected | SV-PS-230a.3 | In the event of a serious breach, we would disclose information about the incident and commit to contact any aected data subjects in a timely way. We do not publicly disclose vulnerabilities or lapses due to client sensitivities. To the extent that any relevant regulator should find fault with our data breach management and/or data security practices, they will publish their findings/sanctions. There were no such findings or sanctions in FY22. | |
| Workforce diversity and engagement | % of gender and racial/ethnic group representation for executive management and all other employees | SV-PS-330a.1 | We report gender and racial/ethnic diversity in the data tables available on our website, with our US racial/ethnic diversity shown in accordance with the EEO-1 categories. More information on our diversity, equity and inclusion (DEI) principles, approach and programmes to foster workplace diversity and engagement can be found in the Inspiring and supporting our people section of our Annual Report (pages 56-61) and in our DEI Report. |
| Voluntary and involuntary turnover ratefor employees | SV-PS-330a.2 | We report both voluntary and involuntary turnover rates in the data tables available on our website. | |
| Employee engagement (%) | SV-PS-330a.3 | We report employee engagement as one of our key performance indicators for the business. See the Inspiring and supporting our people section of our Annual Report (pages 56-61) and the data tables available on our website. Our global employee engagement score in the FY22 survey was 78%. From 2021 we switched our engagement survey from Korn Ferry to Great Place To Work; the questions are very similar in sentiment but not like-for-like. | |
| Professional integrity | Description of approach to ensuring professional integrity | SV-PS-510a.1 | See our Data Principles (page 50) and the Working with integrity section of our Annual Report on (pages 62-63). This latter section outlines the importance of our Global Code of Conduct, designed to give everyone a clear understanding of our approach to professional and ethical standards and ensure employees all know exactly what’s expected of them individually and the role they play in helping Experian live up to those standards. This Code has been approved by the Experian plc Board and we’re fully committed to implementing it across our business. |
| Total amount of monetary losses as a result of legal proceedings associated with professional integrity | SV-PS-510a.2 | Material monetary losses associated with legal proceedings, sanctions or fines that are a matter of public record are disclosed in our Annual Report (see page 185). In the case of pending and threatened litigation claims, management applies judgment as to the likelihood of ultimate liability and recognises the liability where the likelihood of potential loss arising is possible rather than probable and having a potentially material impact. |
| Activity metric | Code | Our response |
|---|---|---|
| Number of employees: full-time and part-time, temporary and contract | SV-PS-000.A | We report this data in the ESG performance data tables available on our website. |
| Employee hours worked and % billable | SV-PS-000.B | Not applicable to our business. |
Scan me to rea d mor e ab out o ur SA SB responses on our websit e 73
Experian plc Annual Report 2022 Strategic repor t
Summar y
We have deli vere d a st rong p er f or mance in FY22, wi th total r evenu e gr ow th³ of 1 7%, organic r evenu e grow th of 1 2% , and a 1 9% increa se in B enchmar k EBI T, a t cons tant exchange r ates. Our s tron g ope ratin g per for mance translated to ver y strong financial pe r for manc e, wit h 23% grow th in Ben chmar k op er ating c ash flow an d 21 % grow th in B enchmar k EP S, bo th at con stant exchange r ates.# Experian plc Strategic Report
Financial review
Our focus on strategic innovation and investment continues to underpin our performance as we deliver new and innovative products for our customers. We invested US$508m in organic capital investment and US$781m in acquisitions, to fuel the future growth of the business. We ended the year in a strong financial position, with our Net debt to Benchmark EBITDA ratio of 1.9x, US$2.6bn of undrawn committed bank facilities and more than half of our bonds falling due in over five years.
We achieved a strong performance against the backdrop of the continuing global COVID-19 pandemic, with total revenue growth of 17% and organic revenue growth of 12%. We remain focused on our strategy to bring the latest technologies and tools to our clients and empower consumers to improve their financial lives.
Lloyd Pitchford
Chief Financial Officer
Highlights 2022
* Alternative Performance Measures
We have identified and defined certain non-GAAP measures. These are the key measures management uses to assess the underlying performance of our ongoing businesses. There is a summary of these measures on page 84 and a fuller explanation in note 6 to the Group financial statements on pages 172 to 173.
| 2022 US$m | 2021 US$m | Growth % | |
|---|---|---|---|
| Revenue | 6,288 | 5,372 | 17 |
| Operating profit | 1,416 | 1,183 | 20 |
| Profit before tax | 1,447 | 1,077 | 34 |
| Profit after tax from continuing operations | 1,151 | 802 | 44 |
| Net cash inflow from operating activities – continuing operations | 1,796 | 1,488 | 21 |
| Full-year dividend per share | US$51.75 | US$47.00 | 10 |
| Basic EPS | US$127.5 | US$88.2 | 45 |
- Revenue: US$6.3bn
- Total revenue growth – ongoing activities*: 17% (at constant FX)
- Organic revenue growth*: 12% (at constant FX)
- Benchmark EBIT*: US$1.6bn
- Profit before tax: US$1.4bn
- Cash flow conversion*: 109%
- Basic EPS: US$127.5 (45% growth)
- Benchmark EPS*: US$124.5 (21% growth)
- Ordinary dividends: US$444m
Continued growth and a strong financial position
| 2022 US$m | 2021² US$m | Constant rates growth % | |
|---|---|---|---|
| Revenue³ | 6,267 | 5,342 | 17 |
| Benchmark EBIT | 1,645 | 1,386 | 19 |
| Benchmark PBT | 1,535 | 1,265 | 22 |
| Benchmark operating cash flow | 1,800 | 1,476 | 23 |
| Undrawn committed bank facilities | 2,600 | 2,650 | n/a |
| Benchmark EPS | US$124.5 | US$103.1 | 21 |
¹ See note 6 to the Group financial statements for definitions of non-GAAP measures.
² Results for FY21 are re-presented for the reclassification to exited business activities of certain B2B businesses.
³ From ongoing activities.
Statutory financial highlights
Benchmark financial highlights
| 2022 | 2021¹ | 2020 | 2019 | 2018² | |
|---|---|---|---|---|---|
| Revenue US$m | 6,288 | 5,372 | 5,179 | 4,861 | 4,584 |
| Benchmark EPS USc | 124.5 | 103.1 | 103.0 | 98.0 | 94.4 |
| Total Benchmark EBIT and Benchmark EBIT margin % | 26.2 | 25.8 | 26.9 | 26.9 | 27.1 |
| Benchmark EBIT US$m | 1,645 | 1,386 | 1,387 | 1,311 | 1,247 |
| Dividend per share USc | 51.75 | 47.00 | 47.00 | 46.50 | 44.75 |
¹ Results for FY21 are re-presented for the reclassification to exited business activities of certain B2B businesses.
² Results for 2018 are restated for IFRS 15.
We report our financial results in US dollars. The strengthening of our other trading currencies during the year, primarily the Brazilian real against the US dollar, increased total revenue by US$52m, but did not impact Benchmark EBIT. A ±1% change in the Brazilian real or pound sterling exchange rate would both impact revenue by ± US$7m. Details of the principal exchange rates used and currency exposures are provided in note 10 to the Group financial statements on page 182.
¹ At constant exchange rates.
² Revenue, Benchmark EBIT and Benchmark EBIT margin for FY21 are re-presented for the reclassification to exited business activities of certain B2B businesses.
³ Benchmark EBIT margin for ongoing activities is calculated by dividing Benchmark EBIT for ongoing activities by revenue from ongoing activities.
| Year ended 31 March 2022 | US$m | 2021² US$m | Total growth¹ % | Organic growth¹ % |
|---|---|---|---|---|
| Revenue | ||||
| Data | 3,313 | 2,863 | 15 | 9 |
| Decisioning | 1,341 | 1,172 | 14 | 11 |
| Business-to-Business | 4,654 | 4,035 | 15 | 9 |
| Consumer Services | 1,613 | 1,307 | 23 | 22 |
| Ongoing activities | 6,267 | 5,342 | 17 | 12 |
| Exited business activities | 21 | 30 | n/a | n/a |
| Total | 6,288 | 5,372 | 16 | - |
| Benchmark EBIT | ||||
| Business-to-Business | 1,418 | 1,184 | 20 | |
| Consumer Services | 374 | 285 | 31 | |
| Business segments | 1,792 | 1,469 | 22 | |
| Central Activities – central corporate costs | (152) | (90) | n/a | |
| Ongoing activities | 1,640 | 1,379 | 19 | |
| Exited business activities | 5 | 7 | n/a | |
| Total Benchmark EBIT | 1,645 | 1,386 | 19 | |
| Net interest expense | (110) | (121) | n/a | |
| Benchmark PBT | 1,535 | 1,265 | 22 | |
| Exceptional items | 21 | 35 | n/a | |
| Other adjustments made to derive Benchmark PBT (note 14(a)) | (109) | (223) | n/a | |
| Profit before tax | 1,447 | 1,077 | 19 |
| 2022 | 2021² | |
|---|---|---|
| Benchmark EBIT margin – ongoing activities | ||
| Business-to-Business | 30.5% | 29.3% |
| Consumer Services | 23.2% | 21.8% |
| Benchmark EBIT margin³ | 26.2% | 25.8% |
¹ Revenue, Profit before tax and Benchmark EBIT margin by business segment.
² Results for FY21 are re-presented for the reclassification to exited business activities of certain B2B businesses.
³ Benchmark EBIT margin for ongoing activities is calculated by dividing Benchmark EBIT for ongoing activities by revenue from ongoing activities.
Continued growth
We have grown revenue over each of the past 16 years, notwithstanding the challenges faced during the global financial crash of 2008 and, more recently, the COVID-19 pandemic. We anticipate another year of progress in FY23, and project organic revenue growth in the range of 7% to 9% for the year as a whole.
In FY22 total revenue growth was 17% at both constant and actual exchange rates, and organic revenue grew 12%. We have continued to expand into new verticals, such as income verification and our insurance marketplace, driving growth through investment and innovation. We launched 104 new products in the year, with another 151 in the pipeline.
Business-to-Business growth has been galvanised by progress in our strategic initiatives, strength in data volumes, extension of vertical markets and increased demand for our innovative platforms. Revenue grew by double digits across all regions, with an outstanding performance in Latin America, where growth was 23% at actual exchange rates.
Historic organic revenue growth performance¹ (at constant FX)
| FY07 | FY08 | FY09 | FY10 | FY11 | FY12 | FY13 | FY14 | FY15 | FY16 | FY17 | FY18 | FY19 | FY20 | FY21 | FY22 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% | 4% | 3% | 2% | 8% | 10% | 8% | 5% | 1% | 5% | 5% | 5% | 9% | 8% | 12% | 15% |
¹ Ongoing activities.
Both digital transformation and the expectations of customers have been accelerated by the global pandemic. We have seen increasing demand from financial services clients for data, with ongoing investment to drive their digital transformations. We position ourselves to capitalise on these emerging trends by embracing an agile mindset, developing products at pace and putting customers at the heart of everything we do. Through continuous innovation, we are able to launch upgrades in smaller increments, bringing quality products and solutions to market more quickly to meet emerging needs.
Growth of Experian Ascend continued as we delivered further installations of our global platform. In Decisioning, we secured new wins for our cloud-enabled decisioning platforms, and performance in health and fraud and identity management were strong.
| FY18 | FY19 | FY20 | FY21 | FY22 | |
|---|---|---|---|---|---|
| New and scaling products revenue US$m | 40 | 57 | 82 | 110 | 134 |
| FY18 | FY19 | FY20 | FY21 | FY22 | |
|---|---|---|---|---|---|
| Free member base million | 359 | 537 | 678 | 909 | 21 |
UK 8%
Brazil 4%
USA 3%
Consumer products – Marketplace – Auto insurance – Brazil consumer
B2B products – PowerCurve suite – Ascend – Health new products – Auto new products – CrossCore
Strength in Consumer Services was buoyed by the ongoing expansion of our free membership base, now 134 million globally. Revenue increased by 23%, with all regions in this business segment growing revenue by more than 20% at actual exchange rates. Transaction volumes across our credit comparison marketplace improved, as consumers search for credit encouraged by market conditions. We are progressing the development of our insurance marketplace as we integrate the Gabi acquisition. Limpa Nome, our debt resolution service in Latin America, which helps consumers resolve and settle bills, also continues to perform strongly.
Cost base
As the economy emerges from the impacts of COVID-19 there may be increased pressure on costs and margins. Global employee attrition rates are increasing, prompted by the radical lifestyle changes of the pandemic and the high numbers of job vacancies. A 1% rise in our base payroll cost would lead to an additional expense of US$22m. Inflationary burdens on other costs are increasing, and factors such as record energy and fuel prices as well as global supply chain issues could also lead to higher operating costs. We continue to monitor cost pressure points to mitigate inflation where possible. We maintain a focus on cost management and efficiency, investing in global delivery and shared service centres, as well as robotics, to deliver processes in a more rigorous and judicious manner.Global enablement continues to improve performance, and we are reducing the cost of operations through common architectures, code and technology expertise. We now have five global delivery centres, located in Bulgaria, Chile, Costa Rica, India and Malaysia, employing 3,750 staff, where end-to-end operations are performed from data analysis, through product development, to implementation. We have a well-established culture of continuous improvement and manage key business projects through cooperation and collaboration to enhance productivity and effectiveness. Our global finance transformation programme is bringing operational efficiency through intelligent automation, dynamic business intelligence, and standardisation and globalisation of our finance systems, propelled by investment in our people. In our core finance functions we now have 410 Lean Six Sigma practitioners certified through our EmPower continuous improvement programme. We have reduced discretionary spend to combat rising depreciation and amortisation charges resulting from our investment in technology. Travel costs remain significantly down on pre-COVID-19 pandemic levels as we adjust to hybrid working and collaboration through technology. We continue to rationalise our workplace footprint, giving greater choice to employees on how and where they work. We are investing in our remaining office estate to make it more inviting and sustainable.
FY22 Global cost profile %
| A. Labour | B. Data | C. Marketing | D. IT | E. Central Activities | F. Other | |
|---|---|---|---|---|---|---|
| 51 | 16 | 11 | 7 | 3 | 12 |
FY22 Revenue by customer %
| A. Financial services | B. Direct-to-consumer | C. Health | D. Software and Professional services | E. Retail | F. Automotive | G. Insurance | H. Government and Public Sector | I. Media and Technology | J. Telecoms and Utilities | K. Other | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 39 | 18 | 7 | 6 | 5 | 4 | 4 | 3 | 3 | 3 | 8 |
Experian plc Annual Report 2022
Strategic report
Financial review continued
Interest
Benchmark net finance costs decreased by US$11m. Debt refinancing in the year enabled a reduction in our average funding cost. Foreign exchange gains on Brazilian real intra-Group funding of US$43m, and other fair value remeasurements, contributed to the decrease in statutory net finance costs of US$186m. At 31 March 2022, interest on 98% of our net funding was at fixed rates (2021: 91%). A fundamental reform of major interest rate benchmarks is taking place globally, involving the replacement of some interbank offered rates. Historically our main exposures were indexed to pounds sterling and US dollar LIBOR. During FY22, we have amended our revolving credit facilities and other financial instruments, so that once these reforms are completed, sterling pound exposures will be indexed to Sterling Overnight Index Average (SONIA) rate, and US dollar exposures to the Secured Overnight Financing Rate (SOFR).
Taxation
Our total tax charge was US$296m (2021: US$275m), 20.5% (2021: 25.5%) of profit before tax. Our effective tax rate on Benchmark PBT was 25.7% (2021: 25.9%), reflecting the mix of profits and prevailing tax rates by territory. We expect our effective tax rate on Benchmark PBT in FY23 will be approximately 26%. The equivalent cash tax rate of 23.8% remains below our Benchmark tax rate and we provide a reconciliation in the above table. 'Other' includes the phasing of tax payments in FY22, and an acceleration of tax deductions as a result of US legislative changes in FY21. We anticipate that our cash tax rate will increase and move closer to our Benchmark tax rate over the course of the next two years, as tax amortisation of goodwill on earlier acquisitions and prior tax losses are utilised. The profit for the year from discontinued operations of US$16m comprised the release of tax provisions relating to historical disposals. See note 17 to the Group financial statements.
Earnings per share
Basic EPS was 127.5 US cents (2021: 88.2 US cents). Basic EPS was increased by 3.0 (2021: reduced by 14.9) US cents in respect of discontinued operations, Exceptional items and other adjustments made to derive Benchmark PBT. Benchmark EPS was 124.5 US cents (2021: 103.1 US cents), an increase of 21% at actual and at constant exchange rates. A ±10% change in the Brazilian real exchange rate would impact Benchmark EPS by ±2 US cents. There would be no impact on Benchmark EPS from a similar change in the pound sterling exchange rate. We provide further information in note 18 to the Group financial statements on pages 188 to 189.
Cash and liquidity management
Cash generation was strong, with a 109% (2021: 106%) conversion of Benchmark EBIT to Benchmark operating cash flow, lifted 5% by a receipt of US$89m from a one-off contract. Benchmark free cash flow was US$1,311m (2021: US$1,124m). The continued strength of our Benchmark operating cash flow performance reflects the nature of our business and financial model, and our focus on working capital management.
| Year ended 31 March 2022 % | 2021 % | |
|---|---|---|
| Tax charge on Benchmark PBT | 25.7 | 25.9 |
| Tax relief on goodwill amortisation | (2.4) | (2.6) |
| Benefit of brought forward tax losses | (1.7) | (2.0) |
| Other | 2.2 | (2.6) |
| Tax paid as a percentage of Benchmark PBT | 23.8 | 18.7 |
| Year | Benchmark operating cash flow US$m | Cash flow conversion % |
|---|---|---|
| FY21¹ | 1,476 | 106% |
| FY20¹ | 1,214 | 88% |
| FY19¹ | 1,270 | 97% |
| FY18¹ | 1,196 | 96% |
| FY22¹ | 1,800 | 109% |
| ¹ Restated for IFRS 15. |
| Bond maturity at 31 March 2022 US$bn | |
|---|---|
| A. One to five years | 1.6 |
| B. Over five years | 2.3 |
| Bond currency at 31 March 2022 US$bn | |
|---|---|
| A. USD | 2.7 |
| B. EUR | 0.6 |
| C. GBP | 0.6 |
Cash tax reconciliation
Experian plc
Strategic report
78
| Year ended 31 March 2022 US$m | 2021 US$m | |
|---|---|---|
| Capital expenditure as reported in the Group cash flow statement | 508 | 422 |
| Disposal of property, plant and equipment | (23) | (1) |
| Profit/(loss) on disposals of fixed assets | 4 | (3) |
| Net capital expenditure | 489 | 418 |
| Acquisitions³ | 781 | 583 |
| Purchase of investments | 32 | 31 |
| Disposal of business and investments | (23) | (151) |
| Distributions from investments | (2) | – |
| Repayment of promissory note and interest | (110) | – |
| Net investment | 1,167 | 881 |
Funding
During the year, we made one bond issue of €500m, maturing in 2031, increasing the average duration of our bond debt and diversifying the mix of our currency borrowings. At 31 March 2022, 57% (2021: 56%) of our total borrowings fell due in over five years, and our undrawn committed bank borrowing facilities were US$2.6bn (2021: US$2.7bn). The chart opposite shows the maturity profile for our term debt. We aim to minimise refinancing risk in any given year. Currency-denominated balances are translated to US dollars at swapped rates where hedged. We keep our debt levels stable at a low multiple of our profits. We have reviewed emerging practice following the implementation of IFRS 16, and have updated our definition of Net debt to include lease obligations. Net debt at 31 March 2022 was US$3,950m (2021 restated: US$4,026m), 1.9 times Benchmark EBITDA (2021: 2.2 times), compared to our target range of 2.0 to 2.5 times. The reduction below our target range was due to the very strong cash flow in the year. The covenant on our banking facilities requires that Benchmark EBIT should cover net interest expense, excluding the effects of IFRS 16, before financing fair value remeasurements, by three times. At 31 March 2022, this ratio was 16 times (2021: 12 times). We have no undue concentration of repayment obligations in respect of borrowings and did not breach any covenants given on borrowings during the year under review or the prior year.
¹ For Group cash flow statement see page 163.
² We have updated our definition of Net debt to include lease obligations, and the opening position at 1 April and Net debt movements in the prior year have been revised to include lease liabilities shown net of accrued interest.
³ The consideration for our investment in the Risk Management division of Arvato Financial Solutions (AFS) in the year ended 31 March 2021 was satisfied by the delivery of 7.2m Experian plc treasury shares at market value.
| Year ended 31 March 2022 US$m | 2021 US$m | |
|---|---|---|
| Benchmark EBIT | 1,645 | 1,386 |
| Amortisation and depreciation charged to Benchmark EBIT | 484 | 453 |
| Benchmark EBITDA | 2,129 | 1,839 |
| Impairment of non-current assets charged to Benchmark EBIT | – | 6 |
| Net capital expenditure | (489) | (418) |
| Decrease/(increase) in working capital | 58 | (13) |
| Principal lease payments | (57) | (56) |
| Benchmark loss retained in associates | 10 | 12 |
| Charge for share incentive plans | 149 | 106 |
| Benchmark operating cash flow | 1,800 | 1,476 |
| Net interest paid | (121) | (115) |
| Tax paid – continuing operations | (366) | (236) |
| Dividends paid to non-controlling interests | (2) | (1) |
| Benchmark free cash flow | 1,311 | 1,124 |
| Acquisitions | (781) | (583) |
| Purchase of investments | (32) | (31) |
| Disposal of business and investments – ongoing activities | 23 | 151 |
| Distributions from investments | 2 | – |
| Repayment of promissory note and interest | 110 | – |
| Movement in Exceptional and other non-benchmark items | (19) | (67) |
| Ordinary dividends paid | (444) | (427) |
| Net cash inflow – continuing operations | 170 | 167 |
| Net debt previously reported at 31 March | (3,826) | (3,898) |
| Lease obligations | (200) | (199) |
| Net debt at 1 April² |
Financial review continued
Capital expenditure
Our capital expenditure of US$508m (2021: US$422m) was 8% (2021: 8%) of revenue. We anticipate that future organic capital investment will continue to be in line with our long-term range of 8% to 9% of total revenue, as we advance our technology estate, creating competitive advantage through technology modernisation.
Disciplined capital management
Our capital allocation framework is based on balancing a number of competing priorities – notably operating and capital investment, dividends, acquisitions and share repurchases. The mix between these categories will vary over time. Our free cash flow has consistently been strong and a cornerstone of our disciplined capital allocation. We completed our FY22 share repurchase programme for a net cash consideration of US$149m. We assess acquisition opportunities against a range of metrics, including economic valuations and the earnings enhancement we expect them to bring relative to share repurchases.
Net investment of US$1,167m (2021: US$881m) comprised cash flows for net capital expenditure, acquisitions, disposal proceeds and net investments. The chart opposite shows our capital framework as executed this year.
Associates and venture investments
Our investment in smaller start-ups and FinTech companies enhances innovation and the development of unique IP. During the year, we completed a further 16 investments, bringing our total programme financing to US$335m in 34 active venture companies. Since programme inception a total of US$180m has been realised on exit from ventures, generating a gain on sale of US$123m, and a return on our cash investment of 3.2 times.
Vector CM Holdings (Cayman) L.P., an associate undertaking, completed the merger of its Cheetah Digital business with CM Group in February 2022, transitioning to a trade investment from that date. The promissory note and associated interest of US$110m were repaid, and a gain of US$95m recognised on transition. We no longer have significant influence over our Russian associate United Credit Bureau, and have accordingly recognised a disposal, writing off our investment, recording a loss of US$17m. We have also reclassified a UK associate as held-for-sale.
Capital investment breakdown
| Category | FY18 | FY19 | FY20 | FY21 | FY22 |
|---|---|---|---|---|---|
| Data Infrastructure Development | 45% | 31% | 24% | 38% | 34% |
| Capex US$m | 431 | 439 | 487 | 422 | 508 |
| Capital expenditure (capex) as % of total revenue | 31% | 33% | 35% | 25% | 40% |
Uses of cash
| US$m | |
|---|---|
| Funds from Operations* | 1,600 |
| Organic capital investment | 508 |
| Dividends | 444 |
| Reduction in Net debt and other | 122 |
| Share repurchase programme | 149 |
| Acquisitions and minority investments | 781 |
*Funds from Operations is defined as Benchmark free cash flow plus organic capital investment (capital expenditure).
Capital summary
| Associates | Venture | Total | |
|---|---|---|---|
| Current invested capital | US$339m | – | US$339m |
| Number of portfolio companies | 34 | 40 | |
| New deals closed this year | 16 | 16 |
Associates and venture investments
Our acquisitions focus on strategic growth areas, new markets or supplement our existing business. Our related cash outflow in FY22 was US$781m (2021: US$583m). We completed six acquisitions in the year, including that of Gabi Personal Insurance Agency, Inc. (Gabi) for US$326m. This digital insurance agency allows us to extend our North America insurance marketplace, and streamline the shopping experience for consumers. We also acquired the trade and assets of Tax Credit Co., LLC (TCC) for US$274m, augmenting our expansion into the income verification market in the USA. The acquisition of PagueVeloz in Brazil is building momentum in Consumer Services. In April 2022 we completed two further acquisitions in the USA for a total consideration of US$192m, bolstering Experian Verification and Employment Services and the bill negotiation features of our Consumer Services business. In May 2022 we completed a UK acquisition for US$29m with contingent consideration payable of up to US$14m, strengthening our income and employment verification offering. Additionally, in May 2022 we agreed to acquire a majority stake in a leading Brazilian FinTech, adding to our B2B capabilities and enhancing our access to SME data, for circa US$8m, and contingent consideration, the fair value of which is yet to be determined. Completion is expected in FY23.
Cessation of activities
We have ceased the operations of a small UK subsidiary whose principal business activity was the provision and support of software to corporate clients in Russia. As a result of recent geopolitical tensions we no longer continue to operate in the region, and consequently the related business and assets have been written off, resulting in a loss of US$43m.
Acquisitions
| Acquisition | Details |
|---|---|
| Gabi | This digital insurance agency allows us to expand our presence in the auto and home insurance vertical in the USA. |
| Sinacofi | We acquired a majority stake in this leading credit bureau in Chile. |
| Emptech | Supplements our income verification business in the USA. |
| Tax Credit Co. | A leader in income verification in the USA. |
| Iona Trading | This developer and provider of loss models supplements our insurance offering in the UK. |
| PagueVeloz | This digital payments FinTech in Brazil bolsters our online debt resolution proposition, Limpa Nome. |
Acquisition revenue and Benchmark EBIT by region (US$m)
| Region | Revenue | Benchmark EBIT | Data | Decisioning | B2B | B2C | Total |
|---|---|---|---|---|---|---|---|
| North America | 69 | 4 | 73 | 16 | |||
| Latin America | 10 | 7 | 19 | 3 | |||
| UK and Ireland | 1 | – | 1 | 11 | |||
| Total | 80 | 28 | 21 | 1 | 93 | 20 |
Acquisitions were across both business segments and contributed US$93m to revenue and US$17m to profit before tax in the year, with annualised pro-forma revenue of US$111m.
Share capital
Our spend on net share repurchases, which offset deliveries under employee share plans, was US$149m (at an average price of 2,824p) and the number of shares in circulation increased by 0.4m (0.04%). During the year, the average number of shares in circulation was 914m (2021: 910m) and the closing number of shares at 31 March 2022 was 914m (2021: 914m). In the past five years, we have completed net share purchases of over US$1.1bn and we expect to execute purchases of up to US$175m in the coming year.
Dividends and distributable reserves
Our dividend policy aims to pay dividends over time broadly in line with the underlying growth in Benchmark EPS. This aligns shareholder returns with our underlying profitability. Our long-term record of profitability and strong cash flow conversion has enabled us to pay increasing dividends since we became a listed company in 2006, and in the last five years, ordinary dividend payments totalled US$2.1bn. The Board has announced a second interim dividend of 35.75 (2021: 32.50) US cents per share, giving a total dividend for the year of 51.75 (2021: 47.00) US cents per share, which is covered 2.4 times by Benchmark EPS (2021: 2.2 times). Ordinary dividends paid in the year amounted to US$444m (2021: US$427m). Experian plc, and the UK entity responsible for distributing dividends under the Group’s Income Access Share arrangements, have significant distributable reserves, which at 31 March 2022 were US$18.4bn and US$10.3bn respectively. See note L to the Company financial statements for further detail.
Net assets and ROCE
Operating segment net assets increased by US$659m in the year largely as a result of acquisitions. ROCE for FY22 and FY21 (restated) was 15.7% and 14.9% respectively, increasing as Benchmark EBIT progression in FY22 exceeded growth in capital employed. The return was lower than preceding years due to the effect of acquisitions completed part way through each year. ROCE is a post-tax measure and we use our Benchmark tax rate for ease of calculation. Further information on net assets by region is given in note 9 to the Group financial statements on page 179.
| FY07 | FY08 | FY09 | FY10 | FY11 | FY12 | FY13 | FY14 | FY15 | FY16 | FY17 | FY18 | FY19 | FY20 | FY21 | FY22 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| US$m | 0 | 50 | 100 | 150 | 200 | 250 | 300 | 350 | 400 | 450 | 500 | |||||
| % | 46% | 42% | 46% | 47% | 47% | 46% | 41% | 41% | 41% | 41% | 40% | 34% | 28% | 31% | 35% | 25% |
First interim dividend
Second interim dividend
Payout ratio is dividend per share as a proportion of Benchmark EPS.# Net assets and ROCE summary
| Year ended 31 March 2022 | 2021 | 2020 | |
|---|---|---|---|
| Goodwill | 5,737 | 5,261 | 4,543 |
| Other segment assets | 4,193 | 3,756 | 3,344 |
| Total segment assets | 9,930 | 9,017 | 7,887 |
| Segment liabilities | (2,297) | (2,043) | (1,723) |
| Operating segments – net assets | 7,633 | 6,974 | 6,164 |
| Central Activities – net assets | 527 | 392 | 310 |
| Lease obligations in operating segments | 177 | 198 | 198 |
| Interest on lease obligations in operating segments | (1) | (2) | (2) |
| Less: Right-of-use assets | (153) | (172) | (189) |
| Less: non-controlling interests | (38) | (38) | (6) |
| Capital employed attributable to owners¹ | 8,145 | 7,352 | 6,475 |
| Net debt¹ | (3,950) | (4,026) | (4,097) |
| Tax | (379) | (417) | (292) |
| Add: Right-of-use assets | 153 | 172 | 189 |
| Add: non-controlling interests | 38 | 38 | 6 |
| Net assets | 4,007 | 3,119 | 2,281 |
| Average capital employed¹ | 7,774 | 6,901 | 6,394 |
| ROCE¹ , ² | 15.7% | 14.9% | 16.1% |
FY21 1 14.9
FY20 1 16.1
FY19 15.9
FY18 3 15.5
FY22 15.7
ROCE %
3 Re s ta te d fo r IFR S 15.
1 Re s ta te d: se e n ote 6 t o th e Gr oup fi na nci al s ta temen t s.
2 Fo r de fin it ion o f RO C E se e ‘N on - G A A P me asu re s’ on p ag e 173.
For F Y22 th e re tu rn u se d in t he c al cu la tio n of R O CE is b as e d on Be nc hma rk E BI T o f US$1,64 5m a nd a B en chm ar k ta x r ate o f 25.7% .
Financial risk management
The key financial risks specific to our business are set out in the Risk management section on pages 85 to 92. We continue to consider both the direct and indirect impact of COVID-19 on our business and the global economy. The safety, health and well-being of our employees, clients and consumers are our foremost priority. Most of our employees are continuing to work remotely. There is ongoing uncertainty surrounding the longer-term impact on trade and legislative arrangements following the UK’s departure from the European Union. We continue to monitor this risk together with inflationary and geopolitical risks, including market volatility, regulatory and tax policy uncertainty. We note continued uncertainty in the development of tax legislation in our key regions, including proposals that could increase the tax burden on our businesses in some of our largest regions. We have identified unpredictable financial markets or fiscal developments as a principal risk and detailed narrative disclosures are contained in note 7 to the Group financial statements on pages 173 to 175, with further numeric disclosures for foreign exchange, interest rate and credit risk in notes 10, 15, 24 and 30 respectively.
Critical estimates and judgments
The Group is subject to a number of risks and uncertainties that require us to make estimates and judgments. Areas involving significant uncertainty are:
Goodwill
Goodwill represents 53% of total assets. We test for impairment of goodwill at least annually by performing a value-in-use calculation for each group of cash-generating units (CGUs), which is based on cash flow projections with assumptions. IAS 36 requires us to disclose where a reasonably possible movement in these key assumptions would lead the calculated recoverable amount to be equal to the carrying value. These estimates are, by nature, subject to uncertainty and the key assumptions used by each CGU, and sensitivities for the EMEA and Asia Pacific CGUs, are set out in note 20 to the Group financial statements.
Useful life of intangible assets
Our business is subject to technological change and competition. We currently amortise non-acquisition intangibles over a period from three to ten years, with the average life being five years. If the useful life of our databases and internal use/internally generated software either increased or decreased by one year, the impact on the annual amortisation charge would be a decrease of US$65m or an increase of US$111m respectively.
Taxation
We are subject to tax in numerous jurisdictions and have a number of open tax returns with various tax authorities. It can take many years to agree an outcome with a tax authority, as there are transactions in the ordinary course of business for which the ultimate tax determination is uncertain. Our key uncertainties relate to the deductibility of purchased goodwill, inter-company trading and financing. US$293m (2021: US$350m) is included in current tax liabilities in relation to these judgmental areas. If the resolution of all these uncertainties was ultimately adverse, we may be required to pay an amount of up to US$151m (2021: US$166m) in addition to that currently provided.
Deciding whether to recognise deferred tax assets is a financial judgment. Assets are only recognised when we consider it probable that they can be recovered based on forecasts of future profits, against which those assets may be utilised. In addition, the Group is subject to challenge by the Brazilian and Colombian tax authorities on the deduction for tax purposes of goodwill amortisation. Further information on the contingency is provided in note 45 to the Group financial statements.
Pensions
The Group is exposed to a number of risks inherent in defined benefit pension plans, as outlined in note 34(d) to the Group financial statements. The principal financial assumption used in determining the carrying value of pension assets/obligations is the real discount rate. If this rate increased/decreased by 0.1%, defined benefit obligations at 31 March 2022 would change by approximately ± US$16m, offset by a change in the fair value of plan assets of approximately ± US$18m.
Litigation
There continue to be an increasing number of pending and threatened claims and regulatory actions involving the Group across all its major geographies which are being vigorously defended, including some that are in enforcement (from the Consumer Financial Protection Bureau in North America and the Information Commissioner’s Office in the UK). We do not consider that the outcome of any individual enforcement notice will have a materially adverse effect on our financial position.
Financial review continued
Exceptional items and other adjustments made to derive Benchmark PBT
We make certain adjustments to derive Benchmark PBT. These are summarised in the table opposite. Note 6 to the Group financial statements explains the reasons for the exclusion from our definition of Benchmark PBT of Exceptional items and other adjustments made to derive Benchmark PBT. Further information on Exceptional items is provided in note 14 to the Group financial statements on pages 184 to 185.
| Year ended 31 March 2022 | 2021 | |
|---|---|---|
| Exceptional items: | ||
| Loss on disposal of business | 43 | – |
| Net profit on disposal of associates | (90) | (120) |
| Restructuring costs | 20 | 50 |
| Impairment of intangible assets | – | 27 |
| Legal provisions movements | 6 | 8 |
| Net credit for Exceptional items | (21) | (35) |
| Other adjustments made to derive Benchmark PBT: | ||
| Amortisation of acquisition intangibles | 174 | 138 |
| Impairment of goodwill | – | 53 |
| Acquisition and disposal expenses | 47 | 41 |
| Adjustment to the fair value of contingent consideration | 26 | 1 |
| Non-benchmark share of post-tax loss/(profit) of associates | 31 | (16) |
| Interest on uncertain tax provisions | (1) | 11 |
| Financing fair value remeasurements | (168) | (5) |
| Net charge for other adjustments made to derive Benchmark PBT | 109 | 223 |
| Net charge for Exceptional items and other adjustments made to derive Benchmark PBT | 88 | 188 |
Benchmark PBT Profit before amortisation and impairment charges, acquisition expenses, Exceptional items, financing fair value remeasurements, tax (and interest thereon) and discontinued operations. It includes the Group’s share of continuing associates’ Benchmark post-tax results.
Benchmark EBIT Benchmark PBT before net interest expense.
Benchmark EBITDA Benchmark EBIT before depreciation and amortisation.
Exited business activities The results of businesses sold, closed or identified for closure during a financial year.
Ongoing activities The results of businesses which are not disclosed as exited business activities.
Constant exchange rates Results and growth calculated after translating both years’ performance at the prior year’s average exchange rates.
Total growth This is the year-on-year change in the performance of Experian's activities at actual exchange rates.
Organic revenue growth This is the year-on-year change in the revenue of ongoing activities, translated at constant exchange rates, excluding acquisitions until the first anniversary of their consolidation.
Benchmark earnings Benchmark PBT less attributable tax and non-controlling interests.
Total Benchmark earnings Benchmark PBT less attributable tax.# Benchmark EPS
Benchmark earnings divided by the weighted average number of ordinary shares.
Benchmark earnings
Benchmark operating cashflow
Benchmark EBIT plus amortisation, depreciation and charges for share-based incentive plans, less net capital expenditure and adjusted for changes in working capital, principal lease payments and the Group’s share of the Benchmark profit or loss retained in continuing associates.
Cash flow conversion
Benchmark operating cash flow expressed as a percentage of Benchmark EBIT.
Net debt and Net funding
Net debt is borrowings (and the fair value of derivatives hedging borrowings) excluding accrued interest, less cash and cash equivalents. Net funding is borrowings (and the fair value of the eective portion of derivatives hedging borrowings) excluding accrued interest, less cash held in Group Treasury.
Return on capital employed(ROCE)
Benchmark EBIT less tax at the Benchmark rate divided by average capital employed, in continuing operations, over the year. Capital employed is net assets less non-controlling interests and right-of-use assets, plus/minus the net tax liability or asset and plus Net debt.
Exc eptional items and other adjustments made to derive Benchmark PBT
Non-G AAP measures
Experian plc Strategic r eport 84
Risk ma nagement and princi pal risks
Ide nti f ying a nd ma na gi ng ris k is k ey t o ou r bus iness. Do in g so hel ps us d eli ve r lon g-t erm s ha reho lde r val ue a nd pr ot ect ou r bu si ness, peopl e, assets, capi ta l and re puta ti on.
Identifying and managing risk
Board
Sets our overar ching risk appetite and ensures that we manage risk s appropriately acr oss the Group. The Board delegates oversight of risk management activities to the Audit Committee.
Group Oper ating Committee (OpCo)
Comprises our most senior executives. Its remit includes identifying, debating andachieving consensus on issues involving strategy, risk, growth, people and culture, and operational efficiency. Itsmeetings generally focus on the key issues facing our Group.
Executive management
Takes day -to-day responsibility for implementing the Boar d’s policies on risk management and internal control. It designates who is responsible and accountable through the design and implementation of all necessary internal control systems , including policies, standards and guidance. Regularly monitors the principal risks and uncertainties identified by our risk assessment processes, with the strategies we have developed and the actions we have taken to mitigate them. Management also continually reviews the effectiveness of our risk management system and internal control systems, which support our risk identification, assessment and reporting.
Audit Commit tee
Comprises senior Group executives, including the executive dire ctors and the Company Secretary . It oversees how we manage global risks. This committee and the risk committees mentioned below each meet multiple times a year .
Executive Risk Management Committee (ERMC)
Is a sub-committee of the ERMC. Its primary responsibility is to oversee management of global information security , physic al security , and business continuity risks.
Assurance Steering Committee (ASC)
Is a sub-committee of the ERMC and oversees the development and implementation of the Group’s assur ance framework.
T a x and T reasur y Commit tee
Oversees management of financial risks, including tax, cr edit, liquidity , funding, market and currency risks.
Global and Regional St ra tegic Project Commit tee s
Ensure that we appropriately r esource our strategic pr ojects, and that they are risk -assessed, and commercially and technically appr aised. The committees’ conclusions are then considered by the Board or r elevant Group Principal Operating Subsidiary.
Regional Risk Managem ent Commit tee s (RRMC)
Oversee management of regional risk s and feed up to the ERMC.
Environmenta l, Social an d Govern ance (E SG) St eering Commit tee
Ensures the definition, approval and integrated delivery of the Group’s ESG strategy , and is chaired by the Chief Financial Officer.
Security and Continuity Steering Commit tee (S C SC)
85 Experian plc Annual Report 2022 Strategic repor t
Risk ma nagement and princi pal risks contin ued
Our risk managem ent process
- Step 1 Risk identification
- Step 2 Risk assessment
- Step 3 Risk response
- Step 4 Risk reporting & monitoring
A Con side r key busin es s objective s
a I denti f y pr incipal r isk s
a Identif y key controls
a Asses s c on tro ls
a E stimate lik elihood, impac t and velo cit y
a C onsider financial , legal , regulat or y , reputation and conduct exposure
a Accept or remediate curr ent ri sk and cont rol environment
a Determ ine correct ive action if needed
a Business unit and regional level
a RRM Cs and E RMC
a Au dit Commit tee
Three Lines of Defence
| First Line of Defence | Second Line of Defence | Third Line of Defence | |
|---|---|---|---|
| Lines of business (regional and global) | Experian I T Ser vices (EITS) Corpor ate func tions | Global Internal Audit | |
| Global Risk Management Compliance Business Co ntinuit y Physical Security Legal | All employees have First Line responsibilities | ||
| Governance teams have Second Line responsibilities | Global Internal Audit has Third Line r esponsibilities | ||
| Global Security Office |
The Board is r esponsible for maintaining andreviewing the eectiveness of our risk management activities from a str ategic, financial, and oper ational perspective. These activities are designed to identify and manage, rather than eliminate, the risk of failure to achieve business objectives or to successfully deliver our business strategy . The risk management process is designed toidentify , assess, respond to, report on and monitor the risks that thr eat en our ability to achieve our business strategy and objectives, within our risk appetite. We follow the Three Lines of Defence approach to risk management. Risks ar e owned and managed within the business (First Line of Defence) andreviewed by ourbusinesses at least quarterly . Global governance teams (from the Second Line of Defence) review risk s and controls, including those relating toinformation security , compliance and business continuity . Global Internal Audit as the Third Line of Defence assesses our risks and contr ols independently and objectively . The r esults of these reviews feed into our reporting cycle thr ough the risk management governance structure.
Risk categories
- Strategic risk – Count r y/Political / Economic – Acquisitions – Competitor – Busine ss s trate gy – Publicity
- Financial risk – Acco unting – Credit – Liqu idity – Ta x – Market – Currency
- Regulatory/ Compliance risk – Credit refe rence – Privacy – Financ ial c rime
- Operational risk – T echn ology – Information securi ty – Physical securit y – Continui t y – Thi rd party – People – Process
Experian plc Strategic r eport 86
Our risk profile
Our r isk identification proce sses follow a dual approach:
* A b ottom - up approach at a busine ss unit or country level . This identifies the risks that thr eat en an indiv idual busine ss unit activi ty. T o pr ovid e visibil ity of iss ues a cros s the busine ss , we cons olidate t hes e ri sks at a regi onal and glob al level , the n esc ala te to the Risk Manag ement C ommit te es .
* A top - d own approac h at the glob al level . This identifies t he prin cipal r isks that thr eat en the deliver y of our strategy (see below). T he diagr am on this p age summaris es our p rincip al risk p rofile an d tren ds in the th reat le vel s (on a net /residual risk bas is) since th e las t repor ting pe rio d. Comp ared to l as t year , th e prin cipal r isks remain th e sam e.
Our str ategic focus areas
- Make credit and lending simpler , faster andsafer for consumers and businesses
- Empower consumers to improve their financial lives
- Help businesses verify identity and combat fraud
- Help organisations in specialised verticals harness data, analytics and softwar e to make smarter decisions
- Enable businesses to nd, understand and connect with audiences
Risk appetite
The Boar d set s our o verar ching r isk appe tite for pr incip al risk s acr oss o ur risk c ateg or ies that we f ace in th e nor mal cour se of b usine ss . We ass es s the lev el of ri sk agains t the r isk appe tite to ens ure we f ocus o ur eo r t s appro pr iately. W e tar get r isks f or as se ssm ent bas ed on gr oss r isk and m easur e them b ase d on net r isk usin g a risk an d cont rol as se ssm ent methodolog y . We then prioritis e them for mitigat ion. T he B oar d and Audi t Commi tte e rev iew the p rin cipal r isks o n an ongo ing basis , as do es th e ERMC . We use a va rie t y of infor matio n sour ces to sh ow if we ar e wor king within o ur toler anc e for th es e risk s and whet her or n ot any of them r equir e addit ional executive attention.
Our risk culture
The Boar d is commi tte d to maintainin g a culture t hat emphasis es th e impor tance of managing r isk and enco urag es transp arent and time ly risk r epor ting . We work to al ign employees’ beha viours, at titudes and incent ive s with o ur risk ap peti te and wi th ourrisk mana gem ent and oth er gove rnanc e pol icies . Our r isk gov ernan ce pro ce ss rein forces a nd faci litates ap propri ate ownershi p, accounta bility, escalation andmanage ment of our p rin cipal ri sks . Thisp roc es s includ es: we ll- defi ned r ole s andre spo nsibili tie s acro ss ou r Thr ee L ine s ofDef ence m ode l; as signing a ccount abili t y forris k-ta king when making key bus iness decisions; documenting clear boundaries andbe haviour al exp ec tat ions in p olicie s and stan dards; an d creatin g an enviro nment that reinfo rce s adhe renc e and ac count abilit y.# Our Governance Structure and Risk Management
Our governance structure is designed to be agile in both managing existing risks and reacting to any newly identified risks. Material risks are discussed in one or more of our governance forums, and ad-hoc meetings are held when needed, to quickly assess and determine appropriate risk responses.
Current Areas of Focus
Our risk landscape continues to change as both business and regulatory environments evolve. We continue to make good progress in becoming more proactive in the identification and management of our principal risks through a combination of best-in-class risk practices, greater engagement across the Three Lines of Defence and increased use of data and analytics. We continuously review our risk-related policies to ensure they are in line with current risk management expectations.
We completed an external review of our operational risk management programme. While there were no material gaps identified in terms of the areas of focus, we have undertaken a transformational project related to the overall programme to implement the consultant’s recommendations. We expect to make substantial progress on these recommendations through FY23.
In addition to known principal risks, we continue to identify and analyse emerging ones, and discuss these, as appropriate, in different forums, including the ERMC and Audit Committee. Some of the emerging risks we are currently considering include:
ESG Matters
The Group continues to focus on various ESG aspects. We are committed to becoming carbon neutral in our own operations by 2030¹. The TCFD statement in last year’s report (see Annual Report 2021 page 53) already covered most of the required TCFD disclosure. This year, the TCFD statement has been updated to reflect the scenario analysis performed across the Group (see page 64), and our disclosure fully aligns to the recommendations of the TCFD framework. We continue to make progress in social innovation and financial inclusion. We also formalised Experian's Data Principles, which embody our values as they relate to data, and provide a guidepost for how we manage and use data, build products and conduct our business.
Pandemic Response
The COVID-19 pandemic, including successive variants, continues to pose threats to safety, business operations and the broader economy in several countries globally. Experian has handled the impacts of COVID-19 successfully so far, but we continue to pay close attention to developments related to the pandemic and make adjustments, where appropriate, to the way we work as an organisation.
Bots/Artificial Intelligence
As more automation is employed to perform operational tasks and there is increasing interconnectedness, strong governance is required to ensure that risks (such as security, change management, single person dependency, completeness/accuracy of data) are appropriately managed. In some regions, regulators are prescribing constraining governance which may impact the ease of using these technologies for certain activities. We are also monitoring emerging regulation of Artificial Intelligence for impact on historical credit scoring algorithms.
Principal Risks
The following pages summarise our principal risks and uncertainties with mitigating actions for each, and related trends in the risk environment, as identified by the Board for the year ended 31 March 2022. The list is not exhaustive and may change during the next financial year, as the risk landscape evolves. While COVID-19 has not impacted our principal risks materially, we continue to remain focused on the health, safety and well-being of our employees, clients and consumers.
In order to assess our Group’s viability, the directors focused on three principal risks that are critical to our success. These are summarised below and discussed in more detail in the Viability Assessment section following the description of our principal risks.
- Loss or inappropriate use of data or systems leading to serious reputational and brand damage, legal penalties and class action litigation.
- Adverse and unpredictable financial markets or fiscal developments in one of our major countries of operation, resulting in significant economic deterioration, currency weakness or restriction.
- New legislation or changes in regulatory enforcement, changing how we operate our business.
This risk is considered in the viability assessment.
Risk Type: Operational
| Risk Movement | Potential Impact |
|---|---|
| Stable | Unauthorised access to consumer data could cause problems for consumers and result in material loss of business, substantial legal liability, regulatory enforcement actions and/or significant harm to our reputation. The impact of this risk, if it materialises, will typically be felt in the near term. |
Examples of Control Mitigation
- We deploy physical and technological security measures, combined with monitoring and alerting for suspicious activities.
- We maintain an information security programme with strong governance for identifying, protecting against, detecting and responding to cyber security risks and recovering from cyber security incidents.
- We impose contractual security requirements on our partners and other third parties that use our data, complemented by periodic reviews of third-party controls.
- We maintain insurance coverage, where feasible and appropriate.
Responsibility
Our Global Security Office sets policies and standards related to the information security programme. Every employee is ultimately responsible for following security policies and protocols.
Changes this year
External cyber security threats to businesses continue to increase in number and scale. We also continue to see an increase in fraudulent activity seeking access to data. Our security programme continues to improve its maturity relative to industry frameworks and we have further enhanced our protection, detection and response capabilities by strengthening security policies, practices and training. We also ensure that we apply them consistently across our regions and business units. We will continue investing in the tools, people, resources and initiatives necessary to maintain and improve our global information security programme. Our Chief Information Security Officer has retired this year and his successor has started in the role.
Risk Type: Financial
| Risk Movement | Potential Impact |
|---|---|
| Increasing | We operate globally and our results could be affected by global, regional or national changes in fiscal or monetary policies. A substantial change in credit markets in the USA, Brazil or the UK could reduce our financial performance and growth potential in those countries. We present our Group financial statements in US dollars. However, we transact business in a number of currencies. Changes in other currencies relative to the US dollar affect our financial results. A substantial rise in US, EU or UK interest rates could increase our future cost of borrowings. We are subject to complex and evolving tax laws and interpretations, which may change significantly. These changes may increase our effective tax rates in the future. Uncertainty about the application of these laws may also result in different outcomes from the amounts we provide for. We have a number of outstanding tax matters and resolving them could have a substantial impact on our financial statements, cash and reputation. |
The US, Brazil and UK markets are significant contributors to our revenue. A reduction in one or more of these consumer and business credit services markets could reduce our revenue and profit. We benefit from the strengthening of currencies relative to the US dollar and are adversely affected by currencies weakening relative to it. We have outstanding debt denominated principally in euros, pounds sterling and US dollars.
¹ All references in this Annual Report to ‘carbon neutral in our own operations by 2030’ includes all Scope 1 and 2 emissions, plus within Scope 3 the categories of ‘Purchased Goods and Services’, ‘Business Travel’ and ‘Fuel-and-energy-related activities’ (which represent 83% of our baseline emissions in Scope 3). This is aligned with the emissions covered by our science-based target approved by the SBTi. Refer to pages 64-71 for further information.
87 Experian plc Annual Report 2022 Strategic Report Risk Management and Principal Risks Continued# Strategic report
Risk management and principal risks
Risk type
- Strategic
- Regulatory/Compliance
- Operational
Risk movement
- Increasing
Potential impact
We may suffer increased costs or reduced revenue resulting from modified business practices, adopting new procedures, self-regulation or litigation or regulatory actions resulting in liability, fines and/or changes in our business practices. The impact of this risk, if it materialises, will typically be felt in the short term.
Examples of control mitigation
- We use internal and external resources to monitor planned and realised changes in legislation.
- We educate lawmakers, regulators, consumer and privacy advocates, industry trade groups, our clients and other stakeholders in the public policy debate.
- Our global Compliance team has region-specific regulatory expertise and works with our businesses to identify and adopt balanced compliance strategies.
- We execute our Compliance Management Programme, which directs the structure, documentation, tools and training requirements to support compliance on an ongoing basis.
Responsibility
Our Legal, Government Affairs and Compliance functions work with our business units to understand the impact of relevant laws and regulations, including any regulatory interpretations and associated implications. The business units put into place appropriate procedures and controls designed to ensure compliance.
Changes this year
New laws, new interpretations of existing laws, changes to existing regulations and heightened regulatory scrutiny continue. The global focus is still on privacy and a general trend towards more consumer control over data, but also includes heightened regulatory scrutiny and interpretations of existing regulations related to our credit reference and consumer services businesses in our larger markets. The laws and regulations to which we are subject are complex, principles-based, and may be subject to interpretations, which can lead to actual and potential differences in how regulations are now interpreted and enforced in many of the jurisdictions in which we operate. In some cases these differences in interpretations may have to be decided in the courts. We highlight some significant updates below:
- In the USA, the Consumer Financial Protection Bureau (CFPB) conducts regular and ongoing supervisory examinations of various aspects of our credit reference business. The CFPB has increased its supervisory and enforcement activities generally in the financial services industry, with a focus on accuracy, fairness, financial inclusion and anti-discrimination.
- The California Privacy Rights Act (CPRA) will become effective on 1 January 2023, with the California Consumer Privacy Act (CCPA) remaining in effect through that date. Many other US states are progressing privacy regulation, and more are expected to enact privacy laws before a national privacy standard may be established. In the meantime, divergence in state laws may have an impact on products and services, as well as on compliance regimes.
- In Brazil, some regulators have been examining compliance with the recently enacted Privacy legislation modelled after the EU General Data Protection Regulation (GDPR), which may have an impact on how businesses operate in certain markets, including marketing services. In addition, Contran (National Council of Traffic) published new legislation in December 2020 establishing restrictions to the auto finance registry business, in order to avoid conflicts of interest.
- In the UK, the Government’s National Data Strategy and regulatory changes around use of open banking data indicate a future change in direction in regulation of data to encourage economic growth and innovation in balance with privacy protection. The UK Financial Conduct Authority's (FCA) Market Study into the Credit Information sector is due to report by mid-2022. Its focus includes the competitive dynamics and consumer outcomes resulting from credit information. The FCA is consulting on rules to implement a new Consumer Duty which will require firms to act to deliver good outcomes for consumers, enforced by the FCA. The proposals at present do not include a private right of action in relation to the duty, and there has been preliminary recognition that credit reference agencies do not directly control outcomes for consumers with lenders in connection with this duty. The decision in the UK Supreme Court case of Lloyd v Google has reduced the risk of representative actions for breaches of data protection law.
Financial markets and fiscal developments
As this debt matures, we may need to replace it with borrowings at higher interest rates. Our earnings could be reduced and tax payments increased as a result of settling historical tax positions or increases in tax rates. Adverse publicity around tax could damage our reputation. The impact of this risk, if it materialises, will typically be felt in the short to long term.
Adverse and unpredictable financial markets or fiscal developments
We hold and manage sensitive consumer information that increases our exposure and susceptibility to cyber attacks or other unauthorised access to data, either directly through our online systems or indirectly.
Examples of control mitigation
- We have a diverse portfolio by geography, product, sector and client. We provide counter-cyclical products and services.
- We convert cash balances in foreign currencies into US dollars.
- We fix the interest rates on a proportion of our borrowings.
- We retain internal and external tax professionals, who regularly monitor developments in international tax and assess the impact of changes and differing outcomes.
- We review contingency plans in our key markets as to specific potential responses to evolving financial conditions.
Responsibility
Our corporate and business unit finance functions monitor our external landscape, and interface with business units to develop and implement appropriate actions.
Changes this year
We continue to analyse the impact of potential economic downturn and associated actions, particularly in our key markets. Some of the underlying risk vectors are improving, while others have future uncertainty associated with them, as detailed below and so this will continue to remain an area of focus. During the year, the global economy saw a strong rebound, with the Gross Domestic Product (GDP) in our main markets expected to grow 6.9%, following a 4.3% recession in FY21 (Oxford Economics, February 2022). The GDP in our main markets is expected to grow 2.8% in FY23, following successive reductions in recent months. Factors such as the impact of inflation on our base payroll cost and technology spend as well as other issues such as supply chain pressures can also lead to higher operating costs. The impact of the Russian invasion of Ukraine is being closely monitored by a working group. We continue to perform analyses to understand the impact of changes in economic conditions on Group revenues and have considered different economic scenarios in our viability assessment. The Group of twenty (G20) countries has now endorsed the two-pillar approach to the reform of international taxation. These are that the largest and most profitable global companies pay corporate taxes in their largest customer markets, and that there is a global minimum corporate tax of 15%. In the USA, tax reform proposals continue to be discussed, including changes to the corporate federal income tax rate. In Brazil, Serasa Experian has been successful in its challenges to date against the Brazilian tax authorities for the deduction of the initial goodwill amortisation arising from its acquisition by Experian, however there are some remaining matters that are yet to be resolved. The Colombian Tax Authority has raised a similar challenge on the deductibility of goodwill in respect of the 2014 and 2016 tax years. Historical UK tax disputes continue to be discussed with Her Majesty’s Revenue and Customs.
Loss or inappropriate use of data and systems
Experian plc Strategic report 88
New legislation or changes in regulatory enforcement
We operate in an increasingly complex environment and many of our activities and services are subject to legal and regulatory influences. New laws, new interpretations of existing laws, changes to existing regulations and heightened regulatory scrutiny could affect how we operate. For example, regulatory interpretation of complex, principles-based privacy regulations could affect how we collect and process information for marketing, risk management and fraud detection. This risk is considered in the viability assessment.
Examples of control mitigation
- We use internal and external resources to monitor planned and realised changes in legislation.
- We educate lawmakers, regulators, consumer and privacy advocates, industry trade groups, our clients and other stakeholders in the public policy debate.
- Our global Compliance team has region-specific regulatory expertise and works with our businesses to identify and adopt balanced compliance strategies.
- We execute our Compliance Management Programme, which directs the structure, documentation, tools and training requirements to support compliance on an ongoing basis.
Responsibility
Our Legal, Government Affairs and Compliance functions work with our business units to understand the impact of relevant laws and regulations, including any regulatory
89 Experian plc Annual Report 2022 Strategic report
Risk management and principal risks continuedFinally, the UK Information Commissioner’s Office (ICO) and Competition and Markets Authority (CMA) both continue work in the AdTech space where they are looking to balance privacy rights against the risks of giving large online platforms competitive advantage and dominance. A new Commissioner was appointed at the ICO in January 2022 to lead enforcement and interpretation of data protection regulation. In Europe, the European Commission published its proposal for the Artificial Intelligence (AI) Regulation. We are actively involved through our European industry trade body (ACCIS) and through additional efforts to shape the development of the legislative process to minimise risk to our business. In Spain, a ministerial order was issued in July 2020 which has the potential to lead to a public credit registry. The banks are supporting this legislation because it allows them to avoid sharing positive data with private bureaus, which in turn will limit access to positive data for non-bank lenders, thus maintaining their market concentration. We launched a judicial review against the ministerial order in September 2020 and await an update from the court, now expected later in 2022. In South Africa, bureaus either require prior authorisation or an industry Code of Conduct to process data under the Protection of Personal Information Act (POPIA). We are currently engaged as an industry with the regulator to issue a Code. We have confirmed that the industry can continue to process data while awaiting issuance of the Code.
We hold and manage sensitive consumer information and we must comply with many complex privacy and consumer protection laws, regulations and contractual obligations.
Risk type: Regulatory/Compliance
Risk movement: Increasing
Potential impact
Non-compliance may result in material litigation, including class actions, as well as regulatory actions. These could result in civil or criminal liability or penalties, damage to our reputation or significant changes to parts of our business. The impact of this risk, if it materialises, will typically be felt in the near term.
Examples of control mitigation
- We maintain a compliance management framework that includes defined policies, procedures and controls for Experian employees, business processes, and third parties such as our data resellers.
- We assess the appropriateness of using data in new and changing products and services.
- We vigorously defend all pending and threatened claims, employing internal and external counsel to effectively manage and conclude such proceedings.
- We analyse the causes of claims, to identify any potential changes we need to make to our business processes and policies.
- We maintain insurance cover age, where feasible and appropriate.
Responsibility
Our Legal and Compliance functions work with our business units to understand the impact of relevant laws and regulations, including any regulatory interpretations and associated implications. Our business units put into place appropriate procedures and controls designed to ensure compliance.
Changes this year
We have faced increased regulatory scrutiny, and regulatory and government enquiries and investigations in several jurisdictions. The laws and regulations to which we are subject are complex, principles-based, and may be subject to interpretations, which can lead to actual and potential differences in how regulations are now interpreted and enforced in many of the jurisdictions in which we operate. In some cases these differences in interpretations may have to be decided in the courts.
In the USA, we are subject to regular and ongoing supervisory examinations of various aspects of our credit reference business by the CFPB. During the course of the year, the CFPB conducted supervisory examinations covering our dispute resolution processes, Experian Boost and client credentialing. The results of the dispute resolution examination have been referred to the CFPB’s Enforcement Division and we are currently responding to data requests. In the current environment, we expect that one or more additional matters could be referred to enforcement in the new financial year. Over the past year, the number of US class action lawsuits has remained steady, however individual consumer cases are trending up. While we are managing the effects associated with these investigations and lawsuits, the costs of responding to the increased regulatory scrutiny and defending litigation are rising and consequently the risk of potential liability and impact on some parts of our business remains significant.
In Brazil, the general data protection law (LGPD) has been effective since September 2020. In addition, LGPD created the Brazilian National Data Protection Authority (the ANPD), which exercises certain roles of education, enforcement, investigation, and regulation, including the determination of rules/procedures and interpretation of data protection laws. While we have implemented our rigorous compliance programme based on the principles outlined in the law, we have already seen some different regulatory interpretations of these principles and how they relate to our Marketing Services business. The Federal District public prosecutor filed a class action against Serasa Experian, alleging violations to LGPD in failing to obtain consumer consent prior to disclosing and using personal data for marketing purposes in two specific solutions. We are no longer providing those two marketing solutions.
In the UK, our appeal against the ICO's Enforcement Notice (EN) was heard by the First Tier Tribunal over several days in January and February 2022. We await the decision which is expected in the next several months, and there are further rights of appeal. We have continued to see open contact and closer supervision by the UK FCA around compliance with their rules and principles, particularly relating to the importance of the role of credit reference agencies to the financial services industry and the obligations of credit reference agencies to those whose data is held. Most recently their focus has been on financial liquidity, operational resilience, cyber and operational risk.
In South Africa, Experian implemented its readiness programme for compliance with the Protection of Personal Information Act (POPIA). A settlement has been reached with the National Credit Regulator regarding the fraudulent data incident that occurred in 2020 and the settlement agreement requirements are being fulfilled.
Failure to comply with laws and regulations
Experian plc Strategic report 90
Delivery of our products and services depends on a number of key IT systems and processes that expose our clients, consumers and businesses to serious disruption in the event of systems or operational failures.
Risk type: Operational
Risk movement: Stable
Potential impact
A significant failure or interruption could have a materially adverse effect on our business, financial performance, financial condition and reputation. The impact of this risk, if it materialises, will typically be felt in the near term.
Examples of control mitigation
- We maintain a significant level of resilience in our operations, designed to avoid material and sustained disruption to our businesses, clients and consumers.
- We design applications to be resilient and with a balance between longevity, sustainability and speed.
- We maintain a global integrated business continuity framework that includes industry-appropriate policies, procedures and controls for all our systems and related processes, as well as ongoing review, monitoring and escalation activities.
- We duplicate information in our databases and maintain back-up data centres.
Responsibility
Our corporate and business technology teams, assisted by the Business Continuity function, are responsible for maintaining appropriate primary and back-up infrastructure to minimise disruption.
Changes this year
Throughout this year we experienced isolated events that tested our plans and processes. We continue to closely monitor our infrastructure and processes to manage our commitments to clients, consumers and regulators. In addition, we provide training to our key responders and carry out periodic exercises to validate that our procedures are fit for purpose. We have designed our applications using a ‘build anywhere, deploy anywhere’ strategy, to support portability and maximum resilience. Our approach to asset lifecycle management helps ensure that we retire and replace our technology in a timely fashion. We are closely monitoring the impact of global supply chain issues on the cost of technology hardware and our ability to procure it. So far, maintenance is not being impacted. A global initiative continues progress to maximise business value and maintain leadership through accelerated technology transformation.# We also continue targeted improvements to be well prepared for resiliency risk events. Our success depends on our ability to attract, motivate and retain key talent while also building future leadership.
Risk type
Operational
Risk movement
Increasing
Potential impact
Not having the right people could materially affect our ability to service our clients and grow our business. The impact of this risk, if it materialises, will typically be felt in the long term.
Examples of control mitigation
- In every region, we have ongoing programmes for recruitment, personnel and career development, and talent identification and development.
- As part of our employee engagement strategy, we conduct periodic employee surveys. We track progress against our action plans.
- We offer competitive compensation and benefits and review them regularly.
- We actively monitor attrition rates, with a focus on individuals designated as high talent or in strategically important roles.
Responsibility
Our business units work with the Human Resources function to set and implement talent management strategies.
Changes this year
We continue to take steps to effectively manage our ability to attract, develop and retain employee talent and while our mitigation efforts have been effective, our talent continues to be highly attractive to other organisations. We continue to transform our Talent Acquisition proposition to better attract talent to Experian. We have embedded mobile-enabled technology, introduced candidate experience surveys at different stages of the hiring and onboarding process, significantly enhanced our presence on social media, implemented key performance indicators for recruiters and continue to upskill our capability within the Talent Acquisition team. We monitor employee engagement through a variety of channels and have been implementing the action plans from our periodic surveys. In addition to high response rates, our latest surveys continue to show strong engagement and enablement scores. Voluntary attrition rates are stable but continue to be a focus. Significant activity in Diversity, Equity and Inclusion (DEI) continues with the roll-out of a consistent global framework – notably, a requirement that our Group Operating Committee has a Diversity Action Plan that’s reviewed quarterly, evolving financial inclusion as one of our key business drivers and senior executives taking up Sponsor roles for key areas of our DEI strategy, including setting gender and ethnicity targets. With COVID-19, we have kept the health and safety of our employees as the primary consideration of our pandemic response. Most of our employees are still working remotely. We expect future work arrangements to be guided by a consistent global framework and principles, with local flexibility around the approach to account for legal and cultural nuances.
Risk type
Strategic
Risk movement
Stable
Potential impact
Failure to successfully implement our key business strategies could have a materially adverse effect on our ability to achieve our growth targets. Poorly executed business acquisitions or partnerships could result in material loss of business, increased costs, reduced revenue, substantial legal liability, regulatory enforcement actions and significant harm to our reputation. The impact of this risk, if it materialises, will typically be felt in the long term.
Examples of control mitigation
- We analyse competitive threats to our business model and markets.
- We carry out comprehensive business reviews.
- We perform comprehensive due diligence and post-investment reviews on acquisitions and investments.
- We employ a rigorous capital allocation framework.
- We design our incentive programmes to optimise shareholder value through delivery of balanced, sustainable returns and a sound risk profile over the long term.
Responsibility
Our Corporate Development and Experian Ventures teams, as well as our business units, monitor the investments we make to ensure outcomes are in line with expectations.
Changes this year
We have further refined our policies and standards that apply minimum requirements to our acquisition and integration processes, including enhancement of diligence around data governance and formally incorporating key lessons learned. As the impact of COVID-19 lessens, we continue to analyse opportunities and threats to our business model and work to address such opportunities and threats through acquisitions, investments, strategic partnerships and new technologies where appropriate. We continue to build and refine our acquisition pipeline based upon the key strategic themes we have developed. In addition, we work to identify and execute on relevant minority investment opportunities.
Non-resilient IT/business environment
Business conduct risk
Risk movement
Stable
Potential impact
Consumers or clients could receive inappropriate products or not have access to appropriate products, resulting in material loss of business, substantial legal liability, regulatory enforcement actions or significant harm to our reputation. The impact of this risk, if it materialises, will typically be felt in the short term.
Examples of control mitigation
- We maintain appropriate governance and oversight through policies, procedures and controls designed to safeguard personal data, avoid detriment to consumers, provide consumer-centric product design and delivery, and effectively respond to enquiries and complaints.
- The above activities also support a robust conduct risk management framework.
- We enforce our Global Code of Conduct, Anti-Corruption Policy and Gifts and Hospitality Policy. If we believe employees or suppliers are not following our conduct standards, we will investigate thoroughly and take disciplinary action where appropriate.
Responsibility
Our Compliance function sets policies and standards, including the Global Code of Conduct. All employees are accountable for understanding and following our conduct standards.
Changes this year
Regulators have continued to put public trust and consumer and investor protection at the centre of their mission statements and have promoted prudent conduct risk management. We regularly evaluate our policies and other protocols to ensure that we stay up to speed with external and internal expectations.
Dependance on highly skilled personnel
Strategic
Risk movement
Stable
Potential impact
Not having the right people could materially affect our ability to service our clients and grow our business. The impact of this risk, if it materialises, will typically be felt in the long term.
Examples of control mitigation
- In every region, we have ongoing programmes for recruitment, personnel and career development, and talent identification and development.
- As part of our employee engagement strategy, we conduct periodic employee surveys. We track progress against our action plans.
- We offer competitive compensation and benefits and review them regularly.
- We actively monitor attrition rates, with a focus on individuals designated as high talent or in strategically important roles.
Responsibility
Our business units work with the Human Resources function to set and implement talent management strategies.
Changes this year
We continue to take steps to effectively manage our ability to attract, develop and retain employee talent and while our mitigation efforts have been effective, our talent continues to be highly attractive to other organisations. We continue to transform our Talent Acquisition proposition to better attract talent to Experian. We have embedded mobile-enabled technology, introduced candidate experience surveys at different stages of the hiring and onboarding process, significantly enhanced our presence on social media, implemented key performance indicators for recruiters and continue to upskill our capability within the Talent Acquisition team. We monitor employee engagement through a variety of channels and have been implementing the action plans from our periodic surveys. In addition to high response rates, our latest surveys continue to show strong engagement and enablement scores. Voluntary attrition rates are stable but continue to be a focus. Significant activity in Diversity, Equity and Inclusion (DEI) continues with the roll-out of a consistent global framework – notably, a requirement that our Group Operating Committee has a Diversity Action Plan that’s reviewed quarterly, evolving financial inclusion as one of our key business drivers and senior executives taking up Sponsor roles for key areas of our DEI strategy, including setting gender and ethnicity targets. With COVID-19, we have kept the health and safety of our employees as the primary consideration of our pandemic response. Most of our employees are still working remotely. We expect future work arrangements to be guided by a consistent global framework and principles, with local flexibility around the approach to account for legal and cultural nuances.
Experian plc Annual Report 2022 Strategic report
Where appropriate, and available, we make acquisitions, minority investments and enter into strategic alliances to acquire new capabilities and enter into new markets.
Responsibility
Our Corporate Development and Experian Ventures teams, as well as our business units, monitor the competitive landscape in order to develop and implement appropriate actions.
Changes this year
We are proactive in our efforts to evaluate competitors and markets, and pursue investments and enhancements to our data, analytics, technology and capabilities where appropriate, available and feasible. Traditional competitors continue to pursue differentiated data assets, adjacent vertical expansion, and new geographic markets. In the Consumer Services space, other firms have become bigger competitors in recent years as we have expanded in areas such as digital marketplaces and identity protection. We feel confident in Experian’s relative position and competitive advantages, but the broader landscape continues to evolve. There is a long-term competitive risk to consider related to newer entrants building information networks based on consumer data. While some of them may not be trying to build a credit bureau or fraud business as such, this is not many degrees away from our core business and is being closely monitored. Certain governments and central banks in countries where we have credit bureaus are collecting loan data from banks, principally for systemic risk analysis, though some may share individual loan data with lenders, which has the potential to compete with some of our credit reference data services. The timing and whether any government agencies choose to go down this route is uncertain. In the USA, there have been references to comprehensive reform of the credit bureau ecosystem, including the potential formation of a government-owned credit bureau. However, these proposals appear unlikely to be enacted in their current, broad form. It is more likely that regulators will continue to push for improvements through the existing supervisory and examination programmes.
Non-resilient IT/business environment
Business conduct risk
Risk movement
Stable
Potential impact
Consumers or clients could receive inappropriate products or not have access to appropriate products, resulting in material loss of business, substantial legal liability, regulatory enforcement actions or significant harm to our reputation. The impact of this risk, if it materialises, will typically be felt in the short term.
Examples of control mitigation
- We maintain appropriate governance and oversight through policies, procedures and controls designed to safeguard personal data, avoid detriment to consumers, provide consumer-centric product design and delivery, and effectively respond to enquiries and complaints.
- The above activities also support a robust conduct risk management framework.
- We enforce our Global Code of Conduct, Anti-Corruption Policy and Gifts and Hospitality Policy. If we believe employees or suppliers are not following our conduct standards, we will investigate thoroughly and take disciplinary action where appropriate.
Responsibility
Our Compliance function sets policies and standards, including the Global Code of Conduct. All employees are accountable for understanding and following our conduct standards.
Changes this year
Regulators have continued to put public trust and consumer and investor protection at the centre of their mission statements and have promoted prudent conduct risk management. We regularly evaluate our policies and other protocols to ensure that we stay up to speed with external and internal expectations.
Dependance on highly skilled personnel
Strategic
Risk movement
Stable
Potential impact
Not having the right people could materially affect our ability to service our clients and grow our business. The impact of this risk, if it materialises, will typically be felt in the long term.
Examples of control mitigation
- In every region, we have ongoing programmes for recruitment, personnel and career development, and talent identification and development.
- As part of our employee engagement strategy, we conduct periodic employee surveys. We track progress against our action plans.
- We offer competitive compensation and benefits and review them regularly.
- We actively monitor attrition rates, with a focus on individuals designated as high talent or in strategically important roles.
Responsibility
Our business units work with the Human Resources function to set and implement talent management strategies.
Changes this year
We continue to take steps to effectively manage our ability to attract, develop and retain employee talent and while our mitigation efforts have been effective, our talent continues to be highly attractive to other organisations. We continue to transform our Talent Acquisition proposition to better attract talent to Experian. We have embedded mobile-enabled technology, introduced candidate experience surveys at different stages of the hiring and onboarding process, significantly enhanced our presence on social media, implemented key performance indicators for recruiters and continue to upskill our capability within the Talent Acquisition team. We monitor employee engagement through a variety of channels and have been implementing the action plans from our periodic surveys. In addition to high response rates, our latest surveys continue to show strong engagement and enablement scores. Voluntary attrition rates are stable but continue to be a focus. Significant activity in Diversity, Equity and Inclusion (DEI) continues with the roll-out of a consistent global framework – notably, a requirement that our Group Operating Committee has a Diversity Action Plan that’s reviewed quarterly, evolving financial inclusion as one of our key business drivers and senior executives taking up Sponsor roles for key areas of our DEI strategy, including setting gender and ethnicity targets. With COVID-19, we have kept the health and safety of our employees as the primary consideration of our pandemic response. Most of our employees are still working remotely. We expect future work arrangements to be guided by a consistent global framework and principles, with local flexibility around the approach to account for legal and cultural nuances.
Experian plc Annual Report 2022 Strategic report
Where appropriate, and available, we make acquisitions, minority investments and enter into strategic alliances to acquire new capabilities and enter into new markets.
Responsibility
Our Corporate Development and Experian Ventures teams, as well as our business units, monitor the competitive landscape in order to develop and implement appropriate actions.
Changes this year
We are proactive in our efforts to evaluate competitors and markets, and pursue investments and enhancements to our data, analytics, technology and capabilities where appropriate, available and feasible. Traditional competitors continue to pursue differentiated data assets, adjacent vertical expansion, and new geographic markets. In the Consumer Services space, other firms have become bigger competitors in recent years as we have expanded in areas such as digital marketplaces and identity protection. We feel confident in Experian’s relative position and competitive advantages, but the broader landscape continues to evolve. There is a long-term competitive risk to consider related to newer entrants building information networks based on consumer data. While some of them may not be trying to build a credit bureau or fraud business as such, this is not many degrees away from our core business and is being closely monitored. Certain governments and central banks in countries where we have credit bureaus are collecting loan data from banks, principally for systemic risk analysis, though some may share individual loan data with lenders, which has the potential to compete with some of our credit reference data services. The timing and whether any government agencies choose to go down this route is uncertain. In the USA, there have been references to comprehensive reform of the credit bureau ecosystem, including the potential formation of a government-owned credit bureau. However, these proposals appear unlikely to be enacted in their current, broad form. It is more likely that regulators will continue to push for improvements through the existing supervisory and examination programmes.
Potential impact
Failure to successfully implement our key business strategies could have a materially adverse effect on our ability to achieve our growth targets. Poorly executed business acquisitions or partnerships could result in material loss of business, increased costs, reduced revenue, substantial legal liability, regulatory enforcement actions and significant harm to our reputation. The impact of this risk, if it materialises, will typically be felt in the long term.
Examples of control mitigation
- We analyse competitive threats to our business model and markets.
- We carry out comprehensive business reviews.
- We perform comprehensive due diligence and post-investment reviews on acquisitions and investments.
- We employ a rigorous capital allocation framework.
- We design our incentive programmes to optimise shareholder value through delivery of balanced, sustainable returns and a sound risk profile over the long term.
Responsibility
Our Corporate Development and Experian Ventures teams, as well as our business units, monitor the investments we make to ensure outcomes are in line with expectations.
Changes this year
We have further refined our policies and standards that apply minimum requirements to our acquisition and integration processes, including enhancement of diligence around data governance and formally incorporating key lessons learned. As the impact of COVID-19 lessens, we continue to analyse opportunities and threats to our business model and work to address such opportunities and threats through acquisitions, investments, strategic partnerships and new technologies where appropriate. We continue to build and refine our acquisition pipeline based upon the key strategic themes we have developed. In addition, we work to identify and execute on relevant minority investment opportunities.We are closely engaged with our minority investments, offering guidance and advice and, where appropriate, providing commercial offerings that may be helpful to these companies.
Risk management and principal risks
Increasing competition
Undesirable investment outcomes
We operate in dynamic markets such as business and consumer credit information, decisioning software, fraud, marketing, and consumer services. Our competitive landscape is still evolving, with traditional players reinventing themselves, emerging players investing heavily and new entrants making commitments in new technologies or approaches to our markets. There is a risk that we will not respond adequately to such disruptions or that our products and services will fail to meet changing client and consumer preferences.
| Risk type | Risk movement | Strategic | Potential impact |
|---|---|---|---|
| Increasing competition | Stable | Yes | Price reductions may reduce our margins and financial results. Increased competition may reduce our market share, harm our ability to obtain new clients or retain existing ones, affect our ability to recruit talent and influence our investment decisions. We might also be unable to support changes in the way our businesses and clients use and purchase information, affecting our operating results. The impact of this risk, if it materializes, will typically be felt in the long term. |
Examples of control mitigation:
- We continue to research and invest in new data sources, analytics, technology, capabilities and talent to deliver our strategic priorities.
- We continue to develop innovative new products that leverage our scale and expertise and allow us to deploy capabilities in new and existing markets and geographies.
- We use rigorous processes to identify and select our development investments, so we can efficiently and effectively introduce new products and solutions to the market.
- We critically evaluate, and may invest in, equity investments and other growth opportunities, including internal performance improvement programs. To the extent invested, any of these may not produce the desired financial or operating results.
| Risk type | Risk movement | Strategic | Operational | Experian plc |
|---|---|---|---|---|
| Increasing competition | Stable | Yes | Yes | Strategic report 92 |
Going concern
Our going concern assessment focuses on immediately available sources of liquidity to fund our anticipated trading pattern, plus anticipated acquisition spend, returns to shareholders and capital investment, ensuring we always maintain a comfortable margin of headroom in case of the unexpected. We also perform a review of indicators typical of emerging going concern issues, and have identified none.
Viability
The Group has continued to demonstrate its resilient business model and diverse strategy, both of which are described earlier in the Strategic report. They exemplify our underlying purpose to create a better tomorrow, how we create value for our stakeholders and communities, and how our data and analytics are helping address the changing needs of consumers and businesses. Our strategy has enabled our business to grow and achieve consistently good financial results over the last decade, despite changes in the economic cycle.
Our viability assessment focuses on the expected future solvency of the Group in the face of more severe, but plausible, unexpected events. We use the liquidity modelling as a base, and layer on the effects of downside scenarios to assess the magnitude and practicality of measures we could take to continue to trade in the face of such events. We are not expecting the current economic environment, under any plausible scenario, to develop into a scenario that could threaten our viability.
We consider current-year business performance and our future prospects by conducting a regular cycle of strategic planning, budgeting and forecasting. These processes appraise revenue, Benchmark EBIT, cash flows, dividend cover, committed and forecast funding, liquidity positions and other key financial ratios, including those relevant to maintaining our investment-grade credit ratings.
Solvency
The Group had:
- undrawn committed bank borrowing facilities of US$2.6bn at 31 March 2022
- on ly one borrowing facility covenant, requiring Benchmark EBIT to exceed three times net interest expense before financing fair value remeasurements (as at 31 March 2022 our cover is 16 times)
- Benchmark operating cash inflows of US$1.8bn and Benchmark interest expense of US$0.1bn for FY22.
Assessment period
There are a wide variety of time horizons relevant to managing our business and some of these are highlighted in the chart below. In conducting our viability assessment, we have focused on a three-year timeline because we believe our three-year financial planning process provides the strongest basis for reviewing the outlook for our business beyond the current financial year.
The assessment process
While we assess our prospects throughout our planning cycle, we specifically review our three-year growth expectations and the external environment as part of the annual strategic planning process. The Board participates in this review, using the January Strategy meeting as a focal point.
Assessment of viability
The Group continues to be subject to its principal risks, which we submit to a robust process of continuous reassessment (see the principal risks section in Strategic report). To assess the Group’s resilience to adverse outcomes, its forecast performance over the three-year period was sensitised to reflect a series of scenarios based on the Group’s principal risks. This assessment included reasonable worst-case scenarios in which certain of the Group’s principal risks manifest to a ‘severe but plausible’ level. The scenarios for which the impacts were applied, are shown overleaf.
Viability and going concern
| Time horizons affecting prospects | 1 year | 2 years | 3 years | 5 years | 10 years + |
|---|---|---|---|---|---|
| Typical service life of data assets | X | X | X | X | X |
| Investment appraisal – acquisitions and organic | X | X | X | X | |
| Share incentive plans | X | X | X | X | X |
| IT systems development | X | X | X | ||
| Financial plan including cash flow forecasts | X | X | X | X | X |
| Long-term financing – bonds | X | X | X | ||
| Medium-term financing – revolving credit | X | X | X | X | |
| Management succession planning | X | X | X | X | X |
| Detailed budgets | X | X | X | ||
| Pensions | X | X | X | X | X |
Experian plc Annual Report 2022 Strategic report
Our modelling shows that:
- under our harshest ‘severe but plausible’ scenario (which could cost us around US$1bn over three years), we would comfortably maintain sufficient drawn and undrawn borrowing capacity and satisfy all borrowing facility covenants.
- further significant headroom could be made available by scaling back capital investment or operating expenditure, reducing returns to shareholders, or increasing our target leverage range.
- in all scenarios our debt covenants would be comfortably satisfied.
The results of the scenario-testing show that, due to our diversified nature – which includes significant counter-cyclical protection, the resilience of the core business, its substantial free cash flows and its strong investment-grade credit rating – we would withstand the considered scenarios were these to occur during the forecast period. The reverse stress-test showed that the level of fall in cash flows required during the viability assessment period before we would become unviable was over eight times the fall modelled in the most severe plausible downturn scenario.
Viability statement and key assumptions
Based on their assessment of prospects and viability, and the Board’s robust assessment of the emerging and principal risks, the directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period ending 31 March 2025.
Looking further forward, the directors have considered whether they are aware of any specific relevant factors beyond the three-year horizon that would threaten the long-term financial stability of the Group and have confirmed that, other than some residual uncertainty surrounding COVID-19, they are not aware of any.
In making this statement, the directors have made the following key assumptions:
- the Group continues to achieve strong cash flow conversion, and maintains its investment-grade credit rating such that funding in the form of capital markets debt, committed bank borrowing facilities or alternatives is available in all plausible market conditions.
- effective tax rates remain broadly stable (before the impact of any changes of legislation) over the medium term.
- in assessing viability, it is assumed that the detailed risk-management process as outlined on page 86 captures all plausible risks, and that the mitigating actions are implemented on a timely basis and have the intended impact.
- impacts of future waves of COVID-19 – lockdowns and trading restrictions – will not be more prolonged or significant than those already experienced.# Strategic report
This Strategic Report was approved by a duly authorised committee of the Board of Directors on 17 May 2022 and signed on its behalf by:
Charles Brown
Company Secretary
17 May 2022
Viability and going concern continued
The loss or inappropriate use of data or systems, leading to serious reputational and brand damage, legal penalties and class-action litigation.
Reverse stress-testing.
Adverse and unpredictable financial markets or fiscal developments in one or more of our major countries of operation, resulting in significant economic deterioration, currency weakness or restriction.
New legislation or changes in regulatory enforcement, changing how we operate our business.
- For this, we assessed the maximum credible extent of a data breach and modelled the likely financial impacts through loss of revenue, dispute and regulatory actions, and the costs of remediation.
- We also modelled an extreme and implausible scenario to determine the extent to which cash flows would need to deteriorate before fully utilising the Group’s funding headroom, and after taking into account any mitigating actions as detailed below.
- For this, we assessed the possible range of outcomes, beyond our base case, due to the COVID-19 pandemic.
- For this, we assessed the maximum credible extent of simultaneous legal actions in two of our core markets and modelled the likely financial impacts after potential insurance recoveries.
| Scenario | Impact modelled |
|---|---|
| The loss or inappropriate use of data or systems, leading to serious reputational and brand damage, legal penalties and class-action litigation. | Reverse stress-testing. |
| Adverse and unpredictable financial markets or fiscal developments in one or more of our major countries of operation, resulting in significant economic deterioration, currency weakness or restriction. | New legislation or changes in regulatory enforcement, changing how we operate our business. |
| For this, we assessed the maximum credible extent of a data breach and modelled the likely financial impacts through loss of revenue, dispute and regulatory actions, and the costs of remediation. | We also modelled an extreme and implausible scenario to determine the extent to which cash flows would need to deteriorate before fully utilising the Group’s funding headroom, and after taking into account any mitigating actions as detailed below. |
| For this, we assessed the possible range of outcomes, beyond our base case, due to the COVID-19 pandemic. | For this, we assessed the maximum credible extent of simultaneous legal actions in two of our core markets and modelled the likely financial impacts after potential insurance recoveries. |
| Experian plc Strategic report 94 | Governance |
| In this section | 96 |
| Chair’s introduction | 98 |
| Board of directors | 100 |
| Corporate governance report | 111 |
| Nomination and Corporate Governance Committee report | 117 |
| Audit Committee report | 125 |
| Report on directors’ remuneration | 147 |
| Directors’ report | 95 |
| Experian plc Annual Report 2022 | Governance |
| COVID-19 pandemic | While we are all hopeful that the worst of the COVID-19 pandemic is behind us, it did continue to impact our Board meetings throughout the year, which was a busy one, during which the Board considered the payment of dividends and share repurchases, approved the issue of debts securities and a funding plan for the financial year, and considered a number of important strategic acquisitions in North America and Latin America. The Chief Executive Officer, Company Secretary and I regularly considered and discussed opportunities for the Board to meet in person during the year, provided that the safety of Board members and employees was ensured, and in compliance with local COVID-19 regulations. It was pleasing that face-to-face meetings were able to take place in Dublin in July and November 2021, and March 2022, in Washington, DC in September 2021, and in Costa Mesa, California in January 2022. The remaining meetings were held using video technology and, as during the year ended 31 March 2021, although this did not materially impact the discussions or contribution and level of challenge of the Board, Board members were pleased to be able to meet in person. The pandemic has not impacted the commitment that our directors have to the Experian Board – all directors had 100% attendance at Board and committee meetings held during the year, whether in person or by video. I worked closely with the Chief Executive Officer and Company Secretary to plan the agenda for each Board meeting, to ensure the right balance of strategic planning and performance updates, corporate development and governance matters. |
| Board composition and succession | The Nomination and Corporate Governance Committee continues to lead the process for Board appointments and ensuring that plans are in place for orderly Board and senior management succession. On 1 May 2021, on the recommendation of the Committee, Jonathan Howell was appointed as a non-executive director. We were delighted to welcome Jonathan to the Board, and we put in place a tailored induction programme for him, which was largely provided virtually by global executives and was well received by Jonathan. You can read later about the details of the sessions, updates and discussions provided in the induction. In addition, both Alison Brittain and Jonathan continued their induction with a visit to the North America Data Lab in San Diego, California, in January 2022. We have often highlighted the Committee’s work regarding key Board composition and succession matters, including the skills and experience required of our non-executive directors, a focus on diversity, and the preferred timing of non-executive recruitment including, |
| Chair’s introduction | Accountability to our stakeholders, including our customers, shareholders and employees, for ensuring good corporate governance is at the heart of our business and Board decisions. |
| Mike Rogers | Chair |
| Chair’s introduction | The importance of good governance is never greater than in times of uncertainty. The Board plays a vital role in ensuring the stability of the Experian business, by delivering effective leadership which supports the delivery of strong and sustainable financial and operational performance for the Group and long-term value for our shareholders, while also contributing to wider society. The Group’s success depends on our continual commitment to high corporate governance standards, as well as a healthy and responsible culture, both in the Boardroom and across the Group. The Board has been extremely impressed by the resilience and commitment of our people and their solid dedication to keeping Experian running safely and to providing the highest quality of service to our customers, despite the challenges we faced again this year. As a Board, we are committed to ensuring that the Company’s purpose, values and high standards are set from the top and embedded throughout the Group. |
| Experian plc Governance 96 | in recent times, potential successors to the Audit and Remuneration Committee Chair roles. During the year, the Committee continued this focus on committee chair succession and, at its March 2022 meeting, recommended to the Board the appointment of Jonathan Howell as successor to Deirdre Mahlan as Audit Committee Chair with effect from 1 July 2022, and the appointment of Alison Brittain as successor to George Rose as Remuneration Committee Chair with effect from the conclusion of the Annual General Meeting to be held on 21 July 2022. In addition, Alison Brittain will replace George Rose as Experian’s Senior Independent Director. Deirdre will retire as a non-executive director, and George will retire as a non-executive director, Deputy Chair and Senior Independent Director at the conclusion of the 2022 Annual General Meeting. In line with the recommendations of the UK Corporate Governance Code, Alison Brittain has served on the Remuneration Committee for at least 12 months (as has Jonathan Howell on the Audit Committee), and we know that both will bring their immense experience and deep commercial, financial and governance knowledge (as appropriate) to their new roles. During the year, the Committee also recommended to the Board the appointment of Craig Boundy as Chief Operating Officer and as an executive director of Experian plc. Craig’s appointment as a director will take place at the conclusion of the 2022 Annual General Meeting, when Kerry Williams will retire from the Board. Craig's commercial and operational expertise, as well as his commitment to fostering diversity, equity and inclusion within Experian, will bring deep knowledge and fresh perspectives to the Board. There is more detail on Board composition and succession beginning on page 113 |
| Board evaluation | We operate a three-year Board evaluation cycle, and the last external evaluation took place in FY20. The next external evaluation will be next year, in FY23, which is in line with the recommendations of the UK Corporate Governance Code, and the Board continues to believe that these evaluations are a key element of good governance to ensure that the Board, as well as its committees and Board members, are continuing to operate and perform effectively. This year, we undertook a questionnaire-based internal evaluation. A report on the evaluation was presented to the Board at its January 2022 meeting when the results were considered and discussed, and the Board reflected on potential focus areas. In addition, the Board reviewed its performance against the areas of focus it had agreed as part of the previous year’s evaluation. Overall, the Board concluded that it was operating effectively, and identified areas of focus for the coming year, around Board and management succession, and regulation. You will read later about the results of the evaluation and details of the areas of focus that we have agreed. |
| Environmental, Social and Governance | We place a strong emphasis on our Environmental, Social and Governance (ESG) efforts, as a core part of our business operations. |
Conclusion
I hope you find this Corporate Governance report helpful in understanding the arrangements and processes we have in place at Experian, and what we have done in terms of the recommendations of the UK Corporate Governance Code. I believe that the Board is well placed to provide the strategic oversight and stewardship required to ensure that Experian continues to deliver long-term sustainable success.
The 2022 Annual General Meeting will be held on 21 July 2022. Further details will be published in the Notice of Annual General Meeting, which has been sent or made available to shareholders, and is also available on the Company’s website, www.experianplc.com.
Statement of compliance
The Board is committed to the highest standards of corporate governance and, for the year ended 31 March 2022, other than on one element of Provision 38 in relation to alignment of pension contribution rates (as explained below), the Company complied with all the provisions of the UK Financial Reporting Council’s (FRC’s) UK Corporate Governance Code (as published in July 2018), the UK Financial Conduct Authority’s (FCA’s) Disclosure Guidance and Transparency Rules sourcebook sections 7.1 and 7.2 (which set out certain mandatory disclosure requirements), the FCA’s Listing Rules 9.8.6R, 9.8.7R and 9.8.7AR which include the ‘comply or explain’ requirement and, on a voluntary basis, the UK Department for Business, Energy and Industrial Strategy (BEIS) Directors’ Remuneration Reporting Regulations and Narrative Reporting Regulations.
These documents are publicly available as follows:
- The UK Corporate Governance Code can be found at www.frc.org.uk
- The FCA’s Disclosure Guidance and Transparency Rules sourcebook as well as Listing Rules can be found at www.handbook.fca.org.uk
- The BEIS Directors’ Remuneration Reporting Regulations and Narrative Reporting Regulations can be found at www.gov.uk.
In addition, the FRC Guidance on Risk Management, Internal Control and Related Financial and Business Reporting can be found at www.frc.org.uk.
Provision 38 – The Company is largely compliant with this provision of the UK Corporate Governance Code. The area of partial compliance relates to alignment of pension contribution rates of the executive directors with the wider workforce. The rate for our US-based executive director is already aligned with the wider US workforce, and the rates for our two UK-based executive directors are already aligned with those available to other senior UK employees. The rates for any new UK-based director would immediately be aligned with the wider workforce, and the rates for our two existing UK-based executive directors will be aligned with the wider UK workforce by the end of 2022, following the required amendments to contractual arrangements.
Experian corporate website
The Experian website www.experianplc.com contains additional information about our corporate governance:
- Terms of reference of the principal Board committees
- The schedule of matters reserved to the Board
- The Chair and the CEO’s split of duties, and the duties of the Senior Independent Director
- The Company’s memorandum and articles of association
- Details of AGM proxy voting by shareholders, including votes withheld.
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Experian plc Annual Report 2022
Governance
Board of directors
Mike Rogers (57) Chair
Appointed to the Board on 1 July 2017, and as Chair (and Chair of the Nomination and Corporate Governance Committee) on 24 July 2019.
Other current roles: Mike chairs the Nomination and Corporate Governance Committee. He is a non-executive director of NatWest Group plc (he chairs its Group Sustainable Banking Committee, and sits on the Group Performance and Remuneration Committee) and is the non-executive Chair of Aegon UK.
Skills and contribution: Mike brings over 30 years of banking and financial services experience, with a reputation for strategic insight and focused execution. His current and previous board-level experience, both executive and non-executive, is of huge value to the Experian Board.
Experience: Mike was Group Chief Executive Officer of L V= Group from 2006 until 2016, during which time he grew the organisation into a significant player in the life and general insurance market. Before that, Mike was with Barclays plc for more than 20 years, holding a number of senior roles, most recently as Managing Director, UK Retail Banking. He was previously a non-executive director of the Association of British Insurers.
Caroline Donahue (61) Non-executive director
Appointed to the Board on 1 January 2017.
Other current roles: Caroline is on the Board of GoDaddy Inc., VersaPay Corp., Emerge America, and the Computer History Museum. She is also a mentor for She-Can.
Skills and contribution: Caroline brings extensive experience of international markets and technology as well as knowledge of consumer sales and marketing, innovation and consumer-centricity. The Board also benefits from her insight and extensive experience in mass-market, digital, multi-channel and Business-to-Consumer (B2C) distribution, marketing, and brand and sales management.
Experience: Caroline previously held roles at Intuit where she was Executive Vice President, Chief Marketing and Sales Officer; Senior Vice President, Sales and Channel Marketing; and Vice President and Director of Sales. She also held sales and channel management roles at Knowledge Adventure, NeXT Computer and Apple, Inc. Caroline was previously on the Executive Committee of Northwestern C100.
Brian Cassin (54) Chief Executive Officer
Appointed to the Board as Chief Financial Officer on 30 April 2012, and as Chief Executive Officer on 16 July 2014.
Other current roles: Brian is a non-executive director of J Sainsbury plc and sits on its Audit and Nomination Committees.
Skills and contribution: Brian brings strong leadership, a clear view of strategic objectives and decisive management skills to this role. He has strong financial and commercial acumen and a broad range of operational competencies. His non-executive role augments his strong board-level experience.
Experience: Brian was previously the Chief Financial Officer of Experian and, before that, Managing Director at Greenhill & Co. He has also held various senior roles at Baring Brothers International and the London Stock Exchange.
Luiz Fleury (65) Non-executive director
Appointed to the Board on 8 September 2015.
Other current roles: Luiz is a Board member of Carrefour Brazil (the trading name of Atacadão S.A.) and DOTZ S.A.
Skills and contribution: Luiz has spent most of his career in financial services and has extensive insight and deep local knowledge of the Brazilian financial market. His considerable boardroom experience adds to the strength, depth and effectiveness of our Board.
Experience: Luiz has held Chief Executive roles at Cetip S.A., Banco Ibi and Redecard, together with senior finance and investment positions at Banco Citibank S.A., Banco Marka S.A. and C&A Brenninkmeyer Brasil. Luiz was President and a member of the Executive Board at Cetip S.A., and a Board member of Grupo Sequóia de Logístic a, Eneva S.A., Discount Malls do Brasil, Banco Ibi, FHV Holdings Ltda and Magnopus, Inc.
Lloyd Pitchford (50) Chief Financial Officer
Appointed to the Board on 1 October 2014.
Other current roles: Lloyd is a non-executive director (and chairs the Audit Committee) of Bunzl plc.
Skills and contribution: Lloyd is a qualified accountant. He holds an MBA and has deep financial and strategic experience, built up through a career working in complex, growth-oriented, global organisations, across a range of industries and responsibilities. He brings additional perspectives to Experian from his non-executive role with Bunzl plc.
Experience: Before joining Experian, Lloyd held a wide portfolio of finance and operational responsibilities: as Chief Financial Officer of Intertek Group plc; in senior finance positions (including Group Financial Controller) at BG Group plc; and in financial and commercial roles at Mobil Oil.
Jonathan Howell (59) Non-executive director
Appointed to the Board on 1 May 2021.
Other current roles: Jonathan is the Chief Financial Officer of The Sage Group plc.
Skills and contribution: Jonathan has a wealth of financial, strategic, technology and regulatory expertise, encompassing both Business-to-Business (B2B) and B2C, which is of huge benefit to Experian. He is a highly regarded FTSE 100 Chief Financial Officer, and also brings considerable executive and non-executive UK-listed boardroom experience.
Experience: Jonathan was previously an independent non-executive director and Chair of the Audit and Risk Committee of The Sage Group plc., for five years while serving as Group Finance Director of Close Brothers Group plc for 10 years until November 2018.# Experian plc Governance 98
Code principle Board Leadership
Deirdre Mahlan (59) Non-executive director
Appointed to the Board on 1 September 2012, and as Chair of the Audit Committee on 21 January 2015.
Other current roles: Deirdre chairs our Audit Committee. She is a non-executive director of Kimberly-Clark Corporation and The Duckhorn Portfolio, Inc. (where she also chairs the Audit Committee).
Skills and contribution: Deirdre is a qualified accountant with an MBA and has many years’ experience in senior finance and general management roles. Her financial expertise and experience ensure effective leadership of our Audit Committee. Deirdre also brings us the benefits of her previous board-level experience with Diageo plc.
Experience: Deirdre has held senior finance and general management roles, including most recently as President of Diageo North America, as well as Chief Financial Officer, Deputy Chief Financial Officer, Head of Tax and Treasury at Diageo plc, Senior Vice President, Chief Financial Officer at Diageo North America, and Vice President of Finance at Diageo Guinness USA, as well as various senior finance roles in Joseph Seagram and Sons, Inc. and PwC.
Kerr y Williams (60) President
Appointed to the Board on 16 July 2014.
Other current roles: Kerry is a Board member of Pacific Mutual Holding Company, and the US Institute for Intergovernmental Research.
Skills and contribution: Kerry holds an MBA and has built up a significant and deep knowledge of Experian’s global business and operations, through the leadership roles he has held. He brings to Experian and the Board a wide range of skills from his background in the financial services industry and his non-executive roles.
Experience: Kerry’s roles at Experian have included Chief Operating Officer, Group Deputy Chief Operating Officer, President of Credit Services, President of Experian Latin America, and Group President of Credit Services and Decision Analytics, Experian North America. Previously, he was President at ERisk Holdings Incorporated, Senior Vice President/General Manager at Bank of America and held senior management positions at Wells Fargo Bank.
George Ro se (70) Deputy Chair and Senior Independent Director
Appointed to the Board on 1 September 2012, as Deputy Chair and Senior Independent Director on 16 July 2014 and as Chair of the Remuneration Committee on 24 July 2019.
Other current roles: George chairs our Remuneration Committee.
Skills and contribution: George is a qualified accountant, whose career has included several high-level finance positions. As well as this financial expertise, he adds to the collective strength of the Board thanks to the numerous non-executive positions he has held with leading companies.
Experience: George was Group Finance Director and Director of Finance and Treasury at BAE Systems plc (where he was a Board member), and held senior finance positions at Leyland DAF plc and Rover Group. He has been a non-executive director of National Grid plc, SAAB AB, Orange plc and EXPO 2020 LLC, and also (where he chaired the Audit Committee) Laing O’Rourke plc and Genel Energy plc. George has also been a member of the UK Industrial Development Advisory Board.
Dr Ru ba B or no (41) Non-executive director
Appointed to the Board on 1 April 2018.
Other current roles: Ruba is Vice President, Worldwide Channels and Alliances at Amazon Web Services (AWS).
Skills and contribution: Ruba holds a Ph.D., a Master of Science in Electrical Engineering, and a Bachelor of Science in Computer Engineering. She was an Intel Ph.D. fellow at the National Science Foundation’s Engineering Research Center for Wireless Integrated Microsystems. She brings advanced technologies expertise to Experian. We benefit greatly from her focus on supporting businesses in strategically adapting to the threats and opportunities created by technology, as well as pushing disruptive technology to create new opportunities.
Experience: Prior to her current role, Ruba was a Senior Vice President and General Manager at Cisco. She sat on the Board of The Tech Museum of Innovation in Silicon Valley. She was previously at The Boston Consulting Group (BCG), where she specialised in helping enterprises through complex technology transformations, and was also a leader in BCG’s Technology, Media & Telecommunications, and People & Organization practice groups.
Alison Brittain (57) Non-executive director
Appointed to the Board on 1 September 2020.
Other current roles: Alison is the Chief Executive of Whitbread PLC, a non-executive director of British Airways plc, and Deputy Chair and a Trustee of the Prince's Trust.
Skills and contribution: Alison is a highly versatile business leader and general manager, who holds an MBA and brings considerable experience of operating in consumer-facing service environments. She has over 25 years’ senior management experience in major financial institutions, and the Board also benefits from her board-level experience with Whitbread PLC and, previously, Marks & Spencer Group PLC.
Experience: Alison was previously with Lloyds Banking Group (Group Director, Retail Division) and Santander UK PLC (Executive Director, Retail Distribution), where she was also a board director. She previously held senior roles at Barclays Bank, has been a member of the UK Prime Minister's Advisory Council, was named 'Business Woman of the Year 2017' in the Veuve Clicquot awards and was awarded a CBE in the 2019 UK New Year Honours list. Alison has been a non-executive director of Marks & Spencer Group PLC.
Company Secretary: Charles Brown FCIS
Independent Auditor: KPMG LLP, Chartered Accountants and Recognized Auditor
- Au: Member of the Audit Committee
- Nm: Member of the Nomination and Corporate Governance Committee
- Re: Member of the Remuneration Committee
- Chair
Experian plc Annual Report 2022
Governance Code principle Board Leadership
Corporate governance report
Board Role of the directors
The Board is responsible for setting the Company’s purpose, values and strategy, and ensuring that the necessary resources are available for long-term sustainable success, to generate value for shareholders and contribute to wider society.
The Board sets the Group's strategy, and in January 2022 reviewed the proposed strategic plan presented by senior management. The plan had been developed to deliver strong financial performance and continue the focus on driving financial access and inclusion for millions of people globally. The plan outlined the high ambition for the Group, and fundamental components of the strategy around continuing to enhance the breadth, depth and quality of Experian’s datasets, development of superior data, analytics and decisioning capabilities, building direct relationships with consumers and achieving operational excellence.
The Board also believes that a strong ESG commitment aligned with our purpose is extremely important and also provides a competitive advantage. Many enhancements to our ESG programme, communications and disclosures were made over the past two years and we plan to further advance our programme with commitments that play to Experian’s strengths and consumer mission, developing additional metrics and messaging to further unite our ESG activities across the Group and assure our recognition for the central part we play in financial inclusion.
This year, it was pleasing that the strategy presentations could take place face-to-face with senior leaders from across the Experian business. The presentations and discussions were held over two days at our operational headquarters in Costa Mesa, California and allowed the Board to review, debate and critically assess the proposed strategy with management before considering it for approval. Board members were provided with pre-reading material and focused presentations.
This year’s presentations included various regional and business strategic updates. The Board discussed the continued increase in strategic options for the Group, with regional updates that covered the ongoing amalgamation of the EME A and Asia Pacific regions and the desired future state, how we expect to seize future opportunities in certain rapidly-changing markets and how the business transformation in the UK and Ireland region was progressing. The business strategic updates included the opportunity and growth potential in the Consumer Services area, and the opportunities to continue to grow the Automotive business and further drive innovation in the Consumer Information Services business.
The Board monitors strategy and major initiatives throughout the year (as indicated on the Strategic and budget planning process chart, below). The budget discussions in March are focused on ensuring that we have the right resources to deliver the agreed strategy. These discussions included detailed focus on both regional and global business budgets. The Board continually monitors management and financial performance against the Group’s objectives.# T o enable it to d o this the B oar d rec eive s upda tes , at ever y sche duled B oar d meeting, on oper ational and financi al matter s as well a s any major initia tive s unde r way. Th e Boa rd al so r ece ive s rele vant ‘b et we en mee ting’ update s, to al low for app rop riate over sight and mo nitor ing. Fo r example , aswel las the us ual Bo ard Finan ce Rep or t , theChi ef E xecu tive O c er pr ovid ed ad ditio nal update s to the B oard o n late st financial per forman ce, fo rec as ts an d tren ds. T he B oard als o con duc ts p os t-inves tme nt rev iews on an agre ed tim elin e, for any a cquisiti ons it has previously approved.
- Including two days of strategy presentations.
- March Board budget review
- July to August Strategic planning
- March to May Preliminary steps
- January Board str ategy review *
- June Group Operating Committee review meeting
- October to November Financial planning and prioritisation
- July Board strategy mid-year review
- September Internal review
Strategic an d budg et planning p rocess
Experian plc Governance 100 Code principle Board Leadership and Company Purpose
Y o u can r ead ab out t he Bo ard ’s proce dure s tomanage r isk , over se e the inter nal cont rol fr amewor k , and dete rmine t he natur e and ex tent of the p rincip al risk s th e Comp any iswillin g to take to a chieve i ts s tr ategi c obje cti ves , und er Risk managem ent and internal c ontro l sy stem s rev iew on pa ge 1 23. Th e Boar d dele gate s managem ent of the Group’ s day-t o- day activities but is accountable to sharehold ers fo r deliver ing financial per formanc e and long -ter m shareh older value. T o achie ve this , the B oard ha s put inpla ce a fr amew ork of c ontro l s, inclu ding clear and r obus t pro ce dures an d dele gated auth ori tie s, whi ch enable s the G roup to appr aise and mana ge risk e ec ti vely. This fr amewor k is illus tra ted in th e Gove rnanc e fr amewo rk dia gram on p age 105.
In addi tion , the B oard has r es er v ed de cisions abou t cer tain key ac tiv itie s to it se lf, including:
A. Strategy and management – appr oval and oversight of Experian’s long-term objectives and commercial (and Envir onmental, Social and Governance) strategy , approval of annual operating and c apital expenditure budgets, and oversight and monitoring of oper ations.
B. Structure and capital/Financial reporting and controls – changes in the Group c apital or corporate structur e. Appr oval of the Group’s r esults, dividends, dividend policy , significant changes in accounting policy , tax policy and treasury policy .
C. Contracts – approval of major or str ategic capital pr ojects, and of major acquisitions, disposals and investments.
D. Communication – approval of ke y stakeholder documents, circulars, prospectuses, and reviewing investor sentiment.
E. Board membership/Delegation of authority/ Corporate governance/P olicies – approval of changes to Board composition, ensuring adequate succession planning, r eviewing reports fr om Board committees, reviewing governance arrangements, and approval of various policies.
Det ail s of the ac ti viti es of th e Boar d durin g the year und er the se h eadin gs are on p age 1 02. A high- lev el st atemen t of the t y pe s of decisi ons that have b een de legate d by th e Boar d is shown in t he Go vernan ce fr amewor k dia gram on page 1 05.
Board meetings
Th e Boar d me ets su ciently f re quently to discharg e it s dutie s, an d holds a dditi onal meetings whe n required. Each schedu led mee ting is no rmal ly held ov er t wo or thr ee days, w ith B oard c ommit tee m eet ings al so taking place during th is time. Six Board mee tings we re hel d durin g the ye ar . De spite the co ntinued chal leng es pr ese nted by COVID - 1 9 , the Board oper ated eec tively during t he year an d continu ed to us e vid eo techno logy w hen in -p ers on me eting s were no t per mit te d due to COV ID - 1 9 trav el re str ic tions . One B oar d mee ting wa s held dur ing th e year with al l Boar d memb er s pre sent in p ers on, and a numbe r of Boar d memb er s al so at tend ed oth er Bo ard me etin gs in per so n during t he year w hich, c ombine d wi th the v ide o mee tings , allowe d the B oar d to retain i t s cohe sive c ulture. T he imp or tance of r emaining closely c onne cte d with t he busin es s and wit h fello w Boar d memb er s w as a fo cus area f or the ye ar , and th es e in- per son m ee tings allowe d the B oard to e nsure tha t the s tron g culture of t he B oard wa s not unduly imp ac ted by COV ID - 1 9 , an d that it c ontinue d to oper ate asa high -p er fo rmin g coll egiate team .
Board Nomination and Corporate Governance Committee Remuneration Committee Audit Committee
| Mike Rogers | Brian Cassin | Lloyd Pitchford | Kerry Williams | Dr Ruba Borno | Alison Brittain | Caroline Donahue | Luiz Fleury | Jonathan Howell | Deirdre Mahlan | George Rose | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Board | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% |
| Nomination | 6/6 – 100% | n/a | n/a | n/a | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% |
| Remuneration | 5/5 – 100% | n/a | n/a | n/a | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% | 6/6 – 100% |
| Audit | n/a | n/a | n/a | n/a | 5/5 – 100% | 5/5 – 100% | 5/5 – 100% | 5/5 – 100% | 5/5 – 100% | 5/5 – 100% | 5/5 – 100% |
| Other | n/a | n/a | n/a | n/a | 4/4 – 100% | 4/4 – 100% | 4/4 – 100% | 4/4 – 100% | 4/4 – 100% | 4/4 – 100% | 4/4 – 100% |
Attendanc e at Board and principal committee meetings
- 101
- Experian plc Annual Report 2022
- Gover nance Code principle Board Leadership and Company Purpose
Corpora te go vern anc e report contin ued
A. Strategy an d management
- Evaluate d and deb ated p res enta tions f rom managem ent durin g the t wo - day s trate gy presentations, approved the Group’ s str ateg y, and also app rove d the Gr oup's ESG st rate gy .
- Re cei ved and co nsid ere d key init iativ es and st rate gy up dates a s par t of th e ongo ing st rate gic pl anning cy cle.
- Rev iewed oper ational and financial update s fr om the C hief E xe cuti ve O ce r , the Chi ef Op era ting O c er and th e Chie f Financial O c er at ea ch sche duled B oar d mee ting – th es e includ ed up dates on E S G mat ters , major ini tiativ es to glob ally sc ale and innov ate, and cr eate comp etiti ve advantage th rough technol ogy modernisation .
- Re View ed mo nthly rep or ts , includin g detail s of p er f orman ce agains t bu dget andthe Gr oup’s financial positio n and stak eholde r u pdat es.
- Re View ed and dis cus sed r egul ator y and compl iance mat ter s wit h the Gro up Gen eral C ouns el at B oard an d Audit Commi t tee me etings , inclu ding upda tes onong oing en gage ment , cur rent is sue s, potent ial impac ts an d plan s.
- Re View ed and ap prov ed r isk appe tite statements for the Group.
B. Struc ture and cap ital/Financial repor ting and control s
- App rove d th e Group’s Annual Rep or t an d full-year an d half-year financial result s and carefully considered d ividend payments and a share p urchas e prop osal .
- A pproved the amendment of existing bor row ing fa ciliti es , the annual up date tothe Gr oup’s Euro Medium T e rm N ote pro gramme , and the is sue of b onds throu gh a new ly- incor po rate d Irish subsidiar y .
- D iscu sse d and ap prove d the G roup’s bud get pr es entat ion for F Y23 and re cei ved update s on Gro up insur anc e and pe nsion arran gements .
- C onsi dere d and app rove d the V iabilit y sta tement f or inclusi on in the A nnual Rep or t .
- Reviewe d risk repor t s, the appropriateness of prep arin g the financial s tatem ent s on the go ing con cer n basis an d the Au dit Commi t tee’s advic e on making a ‘ f air , balan ce d and unde rs tandabl e’ (FBU) statement in the Annual Repor t.
C. Con tracts
- Re Viewed and appro ved st rategi c acquisit ions , includin g:
- Pa gueVeloz, a key play er in the paym ent s se gment in B razil .
- Gabi Personal Insurance Agency , adigit al insur anc e a genc y that f ocu se s on sel ling a uto and ho me insur anc e polic ies.
- CI C Plus , a US- bas ed p rovi der of human resource compli ance man agement solu tion s.
- MOVA – acquisiti on of a major it y s take in this lea ding Fin T e ch in Br azil , that he lps equip co mpanie s with th e exp er tis e and techno logy to p er f orm da ta- dr iv en credi t ass es sment s of their en d- clie nts .
- Re View ed an d discus se d the c or por ate develo pment p ipelin e at ea ch B oard mee ting , including an up date at t he July Boar d me eting o n our mino rit y inv es tment programme, which provides unique i nsight and kn owle dge into em ergin g tren ds in technolo gy an d busine ss mo del s.
- C ond ucte d for mal p ost-inv es tment reviews on acquisitions that were comple ted in 201 9 , in cluding C ompus can , Auto ID and S entinel .
D. Communication
- RevieWed inv es tor rel ati ons , ex ternal communic atio ns and me dia upda tes ateach s che duled B oar d me eting .
- ReViewed and dis cus sed draf t full- year and half-year financial re sults presentations for analysts and institutional shareholde rs.
- T he C hair met wi th a number of o ur major shareho lder s during t he year , and the Remuner ati on Co mmit tee C hair met w ith the E x per ian Pe ople Fo rum in th e UK in March 2022.
E. Board memb ership/Delegation of authorit y /Corp orate governance/ Policies
- Considered the annual enviro nmental , and health an d safe t y , update s and app rove d asso ciated policy st atements .
Board and committe e meetings
- May Board and committe e meetings
- July Board and committe e meetings
- September Board and commi tte e meetings, an d briefings and presentations on US legislation and regulation
- November Board and committe e meetings
- January Board and committee meetings, i n cluding two d ays of stra tegy presentations from global and regional management
- March Board and committe e meetings, and Experian IT Services (EITS ) and ESG stra tegy up dates# Experian plc Governance 102
Code principle: Board Leadership and Company Purpose
Culture
The importance of the role of the Board regarding culture is emphasised in the UK Corporate Governance Code, with specific recommendations that the Board assesses and monitors culture, and ensures that workforce policies, practices and behaviours are aligned with the Company’s purpose, values and strategy. We action this through a globally consistent set of expectations within the business across five strategically important areas; 'The Experian Way' (see table below) which is underpinned by the following behaviours – Integrity, Fairness, Data Security and Value. These behaviours help us to create a vibrant ethical performance culture. We are confident that the information the Board and its committees review, the activities that Board members engage in, and Experian’s existing structures and processes, mean that Experian and the Board are meeting the recommendations of the Code. The Experian Way culture is embedded throughout our organisation.
At the May 2021 Board meeting, as part of his regular People update, the Chief Executive Officer confirmed that the Group’s leadership team had received a detailed update on the ‘Future of Work’. It was recognised that COVID-19 had delivered an opportunity to adopt new ways of working, and an opportunity to reimagine where, when and how work gets done. The Group committed to a new, hybrid approach to work, and we adjusted our practices to deliver positive shifts in employee engagement, employer brand and real estate expense. Global principles and frameworks were created to support consistency and a One Experian approach. Roll-out was tailored to each location to respect legal, cultural and operational realities, as well as the appropriate timing in relation to COVID-19. Experian’s offices are serving a new purpose, for collaborative work and social connections, and they are also serving to reinforce our culture and brand.
During the year, the Board approved an updated Group Code of Conduct. The changes followed an assessment based on emerging ESG expectations and employee accountability for managing operational risk. The Group’s Code of Conduct explains our approach to professional and ethical standards and ensures that Experian’s employees know exactly what’s expected from them in helping Experian live up to those standards. All employees must undertake annual training.
In May 2021, our colleagues in India were hit particularly hard with a second wave of COVID-19. In line with our embedded culture, Experian implemented support for employees with COVID-19 home care, extended insurance coverage to direct contractors, and employee support groups. A financial hardship fund was set up and our employees in India were able to benefit in terms of medical expenses, temporary housing and other urgent needs they required during this time. Experian matched employee donations and also made a corporate donation. The combined funds were donated to employee relief and to selected non-government organisations in India, enabling us to work with them to help people most affected by COVID-19.
One of the primary ways the Board can experience, assess and evaluate culture is through meeting with colleagues throughout the business. This year, we were able to achieve this within the confines of COVID-19, with the Board meeting with senior regional leaders and employees in Washington, DC and Costa Mesa, California. In addition, Alison Brittain and Jonathan Howell travelled to San Diego immediately after the January 2022 Board meeting and were provided with a tour and demonstrations of the Experian DataLab.
At Experian, whether your role brings you into contact with customers directly or not, all of us contribute to meeting customer needs. At the heart of what we do are the relationships we invest in and nurture. At Experian, it’s the responsibility of each one of us to find opportunities and improve the way we do things to help our business and our customers grow. One Experian mindset – we work as one united team and use the combined strengths and capabilities of our people, products and services across teams, functions and regions. This translates into seamless experiences for our customers. At Experian, each of us acts as a guardian for the protection of data, information, assets and our people to safeguard our future. We make Experian a great place to work. We treat each other with respect, trust and integrity.
The Experian Way is a unique and consistent way of working globally. It informs how our people act and behave, which shapes our culture. It is defined across five key areas of strategic importance:
| The Experian Way | |
|---|---|
| Delight customers | |
| Innovate to grow | |
| Collaborate to win | |
| Safeguard our future | |
| Value each other |
They also met and had lunch with employees. George Rose, our Remuneration Committee Chair, met in person with the Experian People Forum in Nottingham, UK in March 2022. Experian marked a number of global and regional awareness approaches. For example, World Mental Health Month is recognised through personal statements created and shared by many employees and Board members. In addition, International Day of People with Disabilities was celebrated on 3 December 2021 and the week of International Women’s Day was celebrated globally in March 2022. These approaches help to ensure all employees feel included and integrated into Experian’s culture and heighten awareness that not all people are the same.
The Board recognised that many of our employees have been dealing with personal as well as professional challenges for over a year, and that throughout this period they had demonstrated their resilience and dedication in continuing to deliver every thing that was asked of them. It was agreed by the Remuneration Committee that a 'Thank You' share award be granted to all employees at certain grades, excluding senior leaders and management. While the impact of working during a global pandemic was obviously not restricted to lower-level employees, this employee population was considered to be the most appropriate population to receive the 'Thank You' award in the form of US$800’s worth of Experian shares to each eligible employee, where it was legally possible and practical to do so (where not possible, cash was delivered). The Board and leadership team considered this to be a suitable way to express the Group’s appreciation to each employee for their work, commitment and resilience during a very difficult time.
Each year at its September and March meetings, the Audit Committee reviews calls made to the Confidential Helpline. All calls are investigated by Global Internal Audit, in conjunction with HR or Compliance, as appropriate. Examined over a five-year period, the total number of calls has decreased, largely attributed to better internal mechanisms for handling staff concerns and queries. As the business moves to a hybrid model of working, communications have been reviewed and refreshed to ensure sufficient awareness of the Confidential Helpline. This includes notifications in different languages, inclusion in email newsletters, computer lock screens, and email and intranet reminders.
What did the Board do this year
- A The Chief Executive Officer’s report, circulated before every scheduled Board meeting, contains a detailed People update, which includes culture, and an expanded Environmental, Social and Governance (ESG) update.
- The Board regularly considers the results of employee sentiment surveys.
- Board meetings in FY22 in Washington, DC and Costa Mesa, California enabled the Board to engage with employees and senior regional management.
Board members
- Visiting Group business locations enables the Board to spend time with employees of varying seniority and assess culture in a local context.
A Reviewed Board evaluation findings and agreed areas of focus, authorised Board members’ potential conflicts of interest and approved the annual re-election of Board members.
A Considered and approved the Notice of Annual General Meeting (AGM) for issue to shareholders, and the arrangements for the 2021 AGM (which shareholders were able to view electronically, due to COVID-19).
A Reviewed and discussed the annual corporate responsibility update from the Global Head of Corporate Responsibility.
A Received details of Board members’ external appointments and share dealings.
A Reviewed and approved the Group’s tax and treasury policies, and approved the Group’s Code of Conduct.
What did the Board do this year
A. Strategy and management
B. Structure and capital/Financial reporting and controls
C. Contracts
D. Communication
E. Board membership/Delegation of authority/Corporate governance/Policies
F. Other
| A | B | C | D | E | F |
|---|---|---|---|---|---|
| Experian plc Governance 103 Annual Report 2022 Corporate governance report continued# Experian plc Governance |
Board Leadership and Company Purpose
Although this continued to be impacted by COVID-19 travel restrictions, as noted earlier the Board was able to hold in-person meetings during the year, and these allowed the Board to engage with the business.
Audit Committee
The Committee's oversight of interactions with government and regulators, and the perspective provided by Global Internal Audit, can give an indication of culture. The Committee and the Board receive relevant updates at every meeting, and management is transparent and responsive to challenge.
Remuneration Committee
The Committee reviews an ‘Overview of employee pay’ paper, designed to provide an overview of pay structures at Experian and their alignment with our purpose, values and strategy. This allows the Committee to ensure that relevant policies and practices are consistent with Experian’s values.
The Committee Chair met with the UK and Ireland Experian People Forum in March 2022, and feedback was provided to the Board. The key points/topics from the update included many references to the value of the initiatives in the areas of mental health and wellness, additional benefits which included the introduction of critical illness cover, increasing bonus opportunities for UK-based employees, granting of 'Thank You' shares, the extension of private medical coverage deeper into the organisation and employee appreciation for the enhanced flexibility provided in working from home and the developing practice of hybrid and remote working going forward.
The Committee reviews our UK gender pay gap disclosures every year, on behalf of the Board.
Nomination and Corporate Governance Committee
In January, the Committee considered the annual People Strategy, Talent and Culture update from the Chief People Officer, which included details of global people strategy progress, talent and leadership, culture and the employee value proposition, and the priorities for FY23.
The update included details of the external market, where a competitive environment was being experienced with talent expectations changing.
The Committee noted that the global people strategy is underpinned by two key enabling strategic focus areas: releasing the power of HR and investing in our digital people solutions.
The Committee also received a diversity, equity and inclusion (DEI) update from the Chief People Officer and Chief DEI Officer which included details on DEI progress, diversity in senior leader hires and the DEI three-year strategy.
The Committee noted that our core philosophy is that DEI is essential to our purpose of creating a better tomorrow, together, by making positive change in the world and actively supporting efforts to close the financial wealth gap of underserved communities.
Examples of additional ways that the Board monitors and assesses culture
Experian plc Governance 104
Code principle Board Leadership and Company Purpose
| Delegated authority flow | Board | Executive management team | Operating businesses | Principal subsidiaries |
|---|---|---|---|---|
| These are Group companies to which the Board has delegated certain decision-making powers, for example implementing decisions agreed in principle by the Board; executive management of the operations of the Group within the strategy and budget approved by the Board; acquisitions and disposals with a value up to US$50m, and capital expenditure projects. See Board of directors on pages 98 to 99 | Group Operating Committee (OpCo) | Risk management committees (executive and regional) | Environmental, Social and Governance (ESG) Steering Committee | Strategic project committees (global and regional) |
| Global Internal Audit | Nomination and Corporate Governance Committee | Audit Committee | Remuneration Committee | See report on page 111 |
| See report on page 117 | See report on page 125 |
The OpCo comprises the most senior executives from the Group. It's remit includes identifying, debating and achieving consensus on issues involving strategy, growth, people and culture, and operational efficiency. It also focuses on ensuring strong communication and co-operative working relationships among the top team. Its meetings tend to be issues oriented and focus on selected Group issues worthy of debate.
These committees comprise the most senior global and regional executives. Their remit is to oversee a process to ensure that all strategic projects are appropriately resourced, risk assessed and commercially, financially and technically appraised. A similar body, the Investment Committee, performs the same function in respect of proposals regarding minority investments. Depending on the outcome of the discussions, the committees’ conclusions are then considered by the board of the relevant Group company for approval.
Global Internal Audit (GIA) conducts a range of independent audit reviews throughout the Group during the year and is represented at each Audit Committee meeting. GIA’s plans, results and key findings are presented to, and discussed with, the Audit Committee. The internal audit programme and methodology are aligned to the risk categories and risk assessment parameters established by Global Risk Management. GIA also makes use of risk assessment information at a business level, in planning and conducting its audits.
Executive Risk Management Committee (ERMC) comprises senior Group executives, including the executive directors and the Company Secretary. Its primary responsibility is to oversee the management of global risks. The regional risk management committees oversee the management of regional risks, consistent with Experian’s risk appetite, strategies and objectives, and are comprised of senior regional leaders.
Security and Continuity Steering Committee (SCSC) is a sub-committee of the ERMC. The SCSC’s primary responsibility is to oversee management of global information security, physical security, and security continuity risks, consistent with Experian’s risk appetite, strategies and objectives.
Assurance Steering Committee (ASC) is also a sub-committee of the ERMC and oversees the development and implementation of the Group's assurance framework.
This dedicated ESG committee comprises senior executives from a wide range of areas throughout the Group, and is chaired by the Chief Financial Officer. The purpose and primary duty of the ESG Steering Committee is to support the definition, approval and integrated delivery of the Group’s ESG strategy.
Global Delegated Authorities Matrix
This key Group governance document comprises the schedule of matters reserved to the Board, the Board committees’ terms of reference and the authority levels for the Group’s principal subsidiaries, directors and senior executives. For matters not reserved to the Board, the matrix prescribes the cascade of authorities delegated throughout the Group by respective Group companies, together with their monetary limits. The Board monitors the exercise of delegations to the Group’s principal subsidiaries, which are reported to it at each Board meeting. Regional matrices are also in place.
Governance framework 105
Experian plc Annual Report 2022
Governance Code principle Board Leadership and Company Purpose
Corporate governance report continued
The UK Corporate Governance Code principles regarding the role of the Chair, the desired characteristics of the Chair and his/her duty regarding Board relations and contributions are outlined in the Chair’s letter of appointment. A summary appears in the table below. The table also summarises how there is a clear division of responsibilities between the leadership of the Board and the executive leadership of the business.
| Chair | Chief Executive Officer (CEO) |
|---|---|
| Runs the Board effectively and ensures that the Board plays a full and constructive part in developing and determining the Group’s strategy (including ESG strategy) and overall commercial objectives. | 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. |
| Promotes the highest standards of integrity, probity and corporate governance throughout the Group and particularly at Board level. | Accountable to the Board for the Group’s development and its operations. |
| Ensures that the Board receives accurate, timely and clear information on the Group’s performance and its issues, challenges and opportunities. | Runs the Group’s business and develops the Group’s strategy (including ESG strategy) and overall |
| Ensures effective communication with the Company’s shareholders by the CEO, the CFO and other executive management; and ensures that the Board develops an understanding of the views of the Company’s major shareholders. | |
| Facilitates the non-executive directors’ effective contribution to the Board, and ensures constructive relationships between the executive and non-executive directors. | |
| Primarily responsible for the Board’s leadership and governance, and ensures its effectiveness. |
Code principle Division of Responsibilities
Chief Executive Officer (CEO)
- Implements, with the executive team, the decisions of the Board, its committees and the principal subsidiaries.
- Maintains a dialogue with the Chair on the important and strategic issues facing the Group, and alerts the Chair to forthcoming complex, contentious or sensitive issues.
- Leads the communication programme with shareholders.
- Chairs the Group Operating Committee.
Chief Financial Officer (CFO)
- Responsible for managing the financial affairs of the Group, including tax, corporate finance and treasury.
- Works closely with the CEO and COO to manage the Group’s operations, and oversees information security and operational risk management.
- Acts as executive sponsor of the Group's overall ESG programme and chairs the Group's dedicated ESG Steering Committee.
- Member of the Group Operating Committee.
Chief Operating Officer (COO)
- Oversees the Company’s business operations.
- Ensures the Group has effective operational procedures and controls.
- Responsible for driving the evolution of the Group’s technology and innovation strategy.
- Member of the Group Operating Committee.
Senior Independent Director
- Provides support and guidance, acts as a sounding board for the Chair, and serves as an intermediary for other directors.
- Acts as a contact point for shareholders if they have concerns which are not resolved through discussion with the Chair, CEO or CFO.
- Evaluates the performance of the Chair.
Non-executive directors
- Constructively challenge and help develop Group strategy.
- Scrutinise management performance against agreed goals and objectives.
- Uphold the highest standards of integrity and probity and support the Chair in instilling the appropriate culture, values and behaviours in the Group.
- Ensure the integrity of financial information and that there are robust financial controls and systems of risk management; determine executive remuneration and succession planning.
Group Company Secretary
- Secretary to the Board and its committees.
- Provides support and guidance to the Board and the Chair, and acts as an intermediary for non-executive directors.
- Responsible for: corporate governance; listing rules, prospectus rules, and disclosure guidance and transparency rules compliance; statutory compliance and reporting; shareholder services; and corporate responsibility.
- Member (and secretary) of the Group Operating Committee.
Group General Counsel
- Responsible for overseeing Experian’s global legal, regulatory compliance and government affairs functions.
- Provides the Board and Audit Committee with legal advice, leads on legal and regulatory reporting, and active in public policy advocacy.
- Member of the Group Operating Committee.
Division of responsibilities
| 1 April 2021 | 12 May 21 | 21 Jul 3 | 31 March 2022 | 20, 21, 24, 25 & 27 May 22, 23, 24, 25 , & 29 Nov | 28, 29 & 30 Jul | 21 to 24 Feb | Mar 21 | 1 5 Sep | 11 Nov | 1 8 Jan 22 | Mar 29 | Mar | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor virtual conferences and meetings | |||||||||||||
| Investor and media relations reports provided to the Board | X | ||||||||||||
| Chair's roadshow | X | ||||||||||||
| ESG roadshows | X | ||||||||||||
| Wealth roadshow | X | ||||||||||||
| AGM | X | X | X | X | X | X | X | X | X | X | X | X | |
| Remuneration engagement | X |
Shareholder and stakeholder engagement
The UK Corporate Governance Code encourages companies and boards, including committee chairs, to seek regular engagement with major shareholders in order to understand their views. Boards are also encouraged to have a clear understanding of the views of shareholders. In addition, the Code states that the Board should understand the views of the Company’s other key stakeholders and describe how their interests have been considered in discussions and decision-making. Details regarding key stakeholders are on page 108.
Shareholders
We are committed to open and regular communication and engagement with shareholders at any time of the year, and our communications with them will always offer invitations to meet with the Chair or any of the Board’s committee chairs.
Board – Investor relations, and external communications and media, reports are circulated before every Board meeting. The investor relations report contains a commentary on key events in Experian’s main markets, share price performance, market movements, investor feedback from management/analyst meetings, broker and analyst forecasts and recommendations, investor relations activities (including ESG), and shareholder analysis. The external communications and media update provides details of the focus of external communication activities, which has included innovation, financial health, data security and integrity, and people. The Chief Communications Officer provides regular updates at Board meetings.
Engagement with investors – The Chair of the Remuneration Committee wrote to our major shareholders and the main UK and US proxy advisory bodies in March 2022. He provided an update on our ESG progress and our commitment to achieving more gender diversity in senior management levels. The Chair, Mike Rogers, met with a number of Experian’s major shareholders over a number of days in December 2021. There was a wide range of topics discussed with these shareholders: business strategy and performance, the impact of COVID-19, financial inclusion, data security, regulation, Board diversity and expertise, and ESG matters.
Investors and analysts – The executive team runs an ongoing programme of dialogue with institutional investors and analysts, through which they discuss a wide range of issues including strategy, performance, management and governance. Experian also engages with investors through industry conferences and by hosting events with members of the senior management team. The announcements of the full-year and half-year results and trading updates provide opportunities for us to answer questions from analysts, covering a wide range of topics. This year, executive management attended virtual conferences and investor meetings as outlined above.
Annual General Meeting – The AGM provides a valuable opportunity for the Board to communicate with shareholders and usually to meet them informally before the main business of the meeting. In response to COVID-19 and in order to ensure the safety of the Company’s shareholders, employees and directors, shareholders were not permitted to physically attend the Company’s 2021 AGM. However, shareholders were provided with a facility to view the AGM electronically and to submit questions, and we also engaged with investors ahead of the AGM. Voting levels at the 2021 AGM were 75.26% of the Company’s issued voting share capital. The 2022 AGM will take place on Thursday 21 July 2022 in Dublin, Ireland. Shareholders are encouraged to use proxy voting on the resolutions put forward, all of which (except for procedural resolutions) are taken by poll.
Private shareholders – The Company Secretary, Charles Brown, oversees communication with private shareholders, and ensures direct responses as appropriate in respect of any matters raised by shareholders. The Company issues a ‘Shareholder Questions’ card each year, together with the AGM documentation. The Company responded to shareholders directly, as appropriate, following the 2021 AGM.
Investor relations app – This contains information about our financial performance, together with reports, presentations and news of upcoming events.
Website – Our website is an important channel for communicating with all stakeholders, including shareholders. All material information reported to the regulatory news services is published at www.experianplc.com/investors/regulatory-news/, together with copies of full-year and half-year results announcements and trading updates.
Timeline of shareholder engagement
107 Experian plc Annual Report 2022
Governance Code principle Division of Responsibilities
Corporate governance report continued
Further information concerning Group-wide engagement with key stakeholders is on pages 22 to 25 in the Strategic report. Board activities regarding key stakeholders, including engagement, are summarised in the table below. Shareholder engagement has been considered earlier.
| Stakeholder | Responsibility | Relevant activities during FY22 | Summary of stakeholder views/actions # Our People + Teams
Our 'Our People + Teams' achieved the highest ratings across the client experience, highlighting our critical role in supporting our customers. Our product adoption satisfaction increase was driven by positive feedback on solution functionality, performance and data quality.
Our communities
Board
The Chief Executive Officer reports on ESG and our actions to support our communities at each scheduled Board meeting. Twice during the year, the Global Head of Corporate Responsibility presented to the Board. An ESG Steering Committee was established in 2021 and is sponsored by the Chief Financial Officer, Lloyd Pitchford, to bring together the good work undertaken across the Group into one, coordinated programme. Scope 1 and 2 carbon emissions have reduced by 44% since 2019. An additional 21 million people had been reached through social innovation products in FY22. Total charitable and voluntary contributions increased by 32%.
Board, Nomination and Corporate Governance Committee, Remuneration Committee
- Pulse survey updates to the Board.
- Board reporting at every scheduled Board meeting (People section of Board report).
- People Strategy, Talent and Culture update to the Nomination and Corporate Governance Committee.
- Direct feedback to the Board from George Rose, Remuneration Committee Chair, who met with the UK and Ireland Experian People Forum in March 2022.
- Confidential Helpline updates to the Audit Committee.
- In the Diversity, Equity and Inclusion (DEI) arena, significant activity continued with a Global Census in September 2021.
- Recognition locally as a result of taking part in the Great Place to Work, with the UK being recognised as one of the ‘Best Workplaces in Tech’ and North America as one of the ‘Best Large Workplaces for Women’ by Fortune. This recognition further our commitment to be an employer of choice.
- Communications about the Future of Work flexible working environment. Employees now have the flexibility to work at a hub, remotely or a mix of both, as part of a two-way conversation with managers.
- In October 2021, Experian marked World Mental Health Month.
- As we work to integrate DEI accountability throughout all of our regions and businesses, we’ve added a diversity template to the quarterly business reviews to highlight progress against specific diversity commitments.
Our suppliers
Board
- Annual update to the Board on suppliers, which includes details of engagement, the Group’s Supplier Relationship Management programme (SRM) and supplier views.
- Introduction of buyer training.
- Annual Board review of the Group’s Modern Slavery Statement.
- Our SRM continued to develop with regular collaborative meetings with our top 31 suppliers with a special focus on performance and opportunities for deeper collaboration.
- Supplier Management Training was introduced for buyers and key stakeholders within the business. This enables the business to take a more consistent approach to supplier management.
- In October 2021, Experian partnered with the Slave-Free Alliance to host a workshop, which facilitated suppliers to collaborate with Experian to minimise modern slavery risks in our supply chains.
Government
Board, Audit Committee
- Board members receive regular Board and Audit Committee updates from the Group General Counsel regarding regulatory engagement, and any ongoing regulatory matters.
- There is ongoing Compliance reporting to the Audit Committee, including Compliance training.
- Audit Committee Risk Management reporting includes legislative/regulatory matters. Any relevant government affairs matters are also considered by the Audit Committee and the Board.
- There were ongoing regulatory inquiries in respect of certain matters during the year, and the Board and Audit Committee receive regular updates on the matters being considered by regulators. Our response to these inquiries will also take into consideration the regulatory position on the relevant inquiry.
- The Board received updates in January and February 2022 on the appeal hearing on the UK Information Commissioner’s Office (ICO) enforcement notice.
- Updates were provided to the Board and Audit Committee on a number of matters, including a US House Financial Services Committee hearing focused on the credit reporting system, and engagement with regulators including the UK Financial Conduct Authority, and the US Consumer Financial Protection Bureau.
Other stakeholders
Experian plc Governance 108
Code principle Division of Responsibilities
Workforce engagement
The UK Corporate Governance Code requires companies to select one or a combination of prescribed methods for the Board to engage with the workforce. If a particular method is not appropriate for a company, it may explain the alternative arrangements in place and why these are considered effective. The Board has always felt well informed about workforce views and matters, including in relation to pay and related policy arrangements for the broader employee population. As a result, no single approach recommended in the Code was considered appropriate for our business. The Board instead adopted a combination of methods to comply with the Code’s requirements. These are summarised below, and include:
- There are regular people and sentiment survey updates to the Board, and reporting at every scheduled Board meeting on people matters. People, talent and culture updates are also provided to the Nomination and Corporate Governance Committee, offering a valuable insight into workforce matters.
- Any relevant business cases reviewed by the Board include an evaluation of potential impacts of the transaction on the Group’s stakeholders, including employees.
- The Remuneration Committee annually considers an extensive papers setting out details of all-employee pay and workforce policies across Experian. The discussions on this topic provide helpful insights for framing pay considerations.
- The Remuneration Committee Chair annually attends a meeting of the UK and Ireland Experian People Forum (see Our people, in the table on page 108), providing the opportunity to gain first-hand feedback in two-way discussions with the workforce, which is invaluable. The employee insights and views gathered are shared with the full Board, allowing the Board to hear directly from the wider workforce.
- The Board meets with employees physically outside the Boardroom environment during the year. While COVID-19 has impacted on the Board’s ability to engage in this way, meetings between Board members and the wider employee population were held during the year.
In coming to this approach, the Board was satisfied that the approach was appropriate for Experian and that the Board keeps workforce considerations to the fore in its deliberations.
Considering our stakeholders in our decision-making
The Code also recommends that the Board should describe how stakeholder interests have been considered in Board discussions and decision-making. We have processes in place to capture and consider stakeholders’ views (including the matters contained in Section 172 of the UK Companies Act 2006, on a voluntary basis) and feed them into Board decision-making. All material business cases considered in the Group (for example, mergers, acquisitions and major capital investments) include an analysis of the stakeholder considerations, anticipated impact and mitigations. This process helps the Board to perform the duties outlined in Section 172 of the UK Companies Act 2006 and provides assurance to the Board that potential impacts on stakeholders have been considered in the development of the proposal. The impact on stakeholders, their views and their feedback are collectively at the heart of Board discussions and actions. The Board will continue to enhance ways to ensure that stakeholders are given consideration as part of the Board’s decision-making. Examples of how this process works in practice are outlined below, where Board consideration of an amalgamation of two regions and a strategic acquisition included a review of the standings stakeholder impact analysis.
Amalgamation of the EMEA and Asia Pacific regions
During the year, we announced some important changes to our EMEA and Asia Pacific regions. For a number of years our ambition has been to pursue growth in EMEA and Asia Pacific and to build both these regions to much greater scale. This has seen us invest significantly, both organically and through acquisition, and despite COVID-19 related setbacks, we have made significant progress towards this ambition.# In FY22, in order to bring our operations to the next stage of development, the Board supported the combination of our EMEA and Asia Pacific regions under a new leader, Malin Holmberg, who joined Experian in September 2021 as CEO, EMEA and Asia Pacific. We are excited about this new chapter for our business as we seek to drive greater levels of scale, consistency and opportunity across these territories. In considering the amalgamation, the Board considered market drivers across both EMEA and Asia Pacific which were favourable for our business, as demand grows to make credit and lending simpler and empower more consumers across the world, providing opportunities for data and cloud-enabled capabilities. We have an opportunity to drive growth and profitability across EMEA and Asia Pacific by leveraging greater scale across resources, products, talent and investments. Our ambition is to build the combined region to a level of scale and impact that will rival our other large regions. In considering the amalgamation, the Board reflected on the stakeholder impacts. The following impacts and actions/mitigations were identified:
a There are expected to be personnel changes in streamlining the regions, in the short to medium term. The Board has given its full support to management with respect to the package of measures that has been employed to right size the businesses, taking into account the impact on the Group’s employees. Our focus on strategy will continue on important products and countries for Experian globally to day and in the future.
a Customers and suppliers are expected to react positively as the streamlining would allow Experian to understand their needs more easily, and would align operating models to drive specific outcomes for them and Experian, and would allow collaborative working to deliver their expectations.
a The streamlining is expected to have a meaningfully positive long-term impact on the majority of stakeholders, and no material community or environmental impacts are anticipated.
Acquisition of Gabi Personal Insurance Agency, Inc. (Gabi)
In September 2021, the Board reviewed, considered and approved the acquisition of Gabi, a digital insurance agency based in San Francisco, California, that focuses on selling auto and home insurance policies to consumers. As a digital agency, Gabi produces quotes and binds policies without redirecting customers to carrier websites, versus a lead generator that can only produce quotes. Gabi offers a highly automated experience that simplifies insurance shopping and offers a complete purchase experience within one ecosystem. Gabi offers a breadth of choice, quote accuracy and a convenient, streamlined digital experience on a web browser or mobile application. Gabi provides insurance carriers with an ability to deliver high-quality customer segments, strong retention business and leading technology. A briefing paper was circulated to the Board ahead of its September 2021 meeting, outlining the strategic rationale for the transaction, as well as the financial evaluation and deal structure. The Group’s Chief Investment Officer attended the meeting and 109 Experian plc Annual Report 2022 Governance Code principle Division of Responsibilities Corporate governance report continued presented the business case to the Board. The Board noted that Gabi would provide distribution to insurance carriers in the USA, a strong product experience and technology that will scale, insurance licensing coverage, and a strong team with deep experience in the insurance market. The combination of Gabi with Experian’s brand, Experian Consumer Services' large audience, consumer consent, and data would create a strong strategic pairing. In considering the acquisition, the Board reviewed the stakeholder impact analysis which had been prepared (and which is prepared for all acquisition business cases). The analysis identified the following stakeholder impacts and actions/mitigations:
a There were no immediate personnel reductions planned for the business, with plans for investment for retention.
a Customers and suppliers were expected to react positively to a well-capitalised, listed company being their trusted partner.
a There was no material community or environmental impact anticipated.
a The acquisition was expected to have a meaningfully positive long-term impact on all relevant stakeholders.
Workforce policies and practices
The Board is expected to ensure that: workforce policies and practices are consistent with the Company’s values; that they support its long-term sustainable success; and that the workforce can raise any matters of concern. An example of the alignment of policies and practices is how the Group manages anti-bribery and anti-corruption. Experian has a strong compliance culture, which is at the heart of our strategy for ensuring we comply both with the laws that apply to our business and with our Global Code of Conduct. The Board sets the tone and leads by example and is one of the most important influences on the Company’s commitment to preventing bribery and corruption. Our Anti-Corruption Framework sets out our zero-tolerance policy on bribery and corruption in any form, and this message is reinforced through mandatory annual training for employees. We also extend this framework to our third-party network and business partners, which helps to instil our values in every aspect of our business. We apply due diligence and careful screening to intermediaries such as agents, representatives, resellers and service providers and train them in our policies. In terms of the ability to raise matters of concern, Experian is committed to achieving the highest possible standards of quality, honesty, openness and accountability, and there is an expectation that employees maintain high standards in accordance with the Global Code of Conduct. There is also a culture of openness and accountability, and all employees are encouraged to raise any concerns about the way in which the business is run at an early stage so that any concerns can be dealt with effectively. A confidential help line, facilitated by an external provider, has been set up for employees who wish to raise any concerns. Calls to the Confidential Help line, and any actions required, are reviewed by the Audit Committee at least every six months.
Non-executive director appointment
Non-executive directors are initially appointed for three years. This may, subject to satisfactory performance and election or re-election by shareholders, be extended by mutual agreement. They normally serve for a maximum of nine years, through three terms, each of three years’ duration.
Meetings of non-executive directors
In addition to attending Board and committee meetings, the non-executive directors normally meet separately with the Chair, and sometimes also with the Chief Executive Officer, at the end of each scheduled Board meeting. The non-executive directors also meet privately at least once a year with the Deputy Chair, without the Chair present, and did so once during the year to discuss matters including the Chair’s performance.
Board information
All directors receive financial and operational information each month to help them discharge their duties. Board papers are circulated digitally at least one week before each Board meeting, to ensure directors have time to review them. Directors have access to independent professional advice at the Company’s expense, if they consider it appropriate. No director obtained any such advice during the year ended 31 March 2022.
Independence
As required by the UK Corporate Governance Code, the Board considers each of the non-executive directors to be independent in character and judgment and believes there are no relationships or circumstances that are likely to affect (or could appear to affect) each director’s judgment. On 18 May 2022, we announced that two of our independent non-executive directors, Deirdre Mahlan and George Rose, will retire from the Board at the conclusion of the AGM on 21 July 2022. Both Deirdre and George were appointed on 1 September 2012 and, by the time of their retirement, will have completed over nine years’ service on the Experian Board. Notwithstanding this tenure, the Board considers both to be, and to have been throughout the year, entirely independent in character and judgment. Their service beyond nine years has also helped the Board to facilitate an appropriate period of transition for their Audit and Remuneration Committee Chair, and Senior Independent Director, roles. There are no other circumstances set out in the UK Corporate Governance Code that are relevant in terms of the independence of both.# Experian plc Governance
110 Code principle Division of Responsibilities
Nomination and Corporate Governance Committee report
Mike Rogers
Chair of the Nomination and Corporate Governance Committee
Committee’s key roles and responsibilities
Good governance and strong, responsible, balanced leadership are critical to business success and to creating both long-term shareholder value and a strong, sustainable culture. As a Committee, our responsibilities include:
- Ensuring we have appropriate procedures for nominating, selecting, training and evaluating directors, and that adequate succession plans are in place.
- Reviewing the Board’s structure, size, composition and succession needs; considering the balance of membership and the Board’s required balance of skills, experience, independence, knowledge and diversity.
- Identifying and nominating, for the Board’s approval, suitable candidates to fill vacancies for non-executive directors and, with the Chief Executive Officer’s assistance, executive directors. Board appointments are made on merit and against objective criteria, to ensure the Board maintains its balance of skills, experience, independence, knowledge and diversity.
- Reviewing legislative, regulatory and corporate governance developments and making recommendations to the Board; and ensuring that the Company observes the standards and disclosures recommended by the UK Corporate Governance Code.
I am pleased, as Chair of the Nomination and Corporate Governance Committee, to provide detail of the Committee’s principal roles and responsibilities and report on the work done by the Committee during the year. There are also updates below on Board composition, diversity, equity and inclusion (DEI), and this year’s internal Board evaluation.
Members
- Mike Rogers (Chair)
- Dr Ruba Borno
- Alison Brittain
- Caroline Donahue
- Luiz Fleury
- Jonathan Howell
- Deirdre Mahlan
- George Rose
Quick facts
- Mike Rogers has chaired the Committee since July 2019.
- The Board considers the Committee members to be independent non-executive directors, in line with the UK Corporate Governance Code.
- The Committee met six times during the year ended 31 March 2022.
- The Chief People Officer, the Chief Communications Officer and the Chief Diversity, Equity and Inclusion Officer were invited to attend certain meetings.
- The Chief Executive Officer is also invited to attend meetings and provides valuable input to the discussions.
Quick link
experianplc.com/about-us/corporate-governance/board-committees/
The Committee’s key role is to monitor the Board’s balance of skills, knowledge, experience and diversity, and a key responsibility of the Committee is to ensure plans are in place for orderly Board succession. The Committee regularly receives and reviews updates on the structure, size and composition of the Board and its committees, to ensure critical skills and experience are appropriately refreshed. The Committee reviews any skills gaps and Board composition (and Board members’ expertise, diversity and tenure) to allow for smooth succession planning. A focus of the Committee during the year was Audit and Remuneration Committee chairship succession, and ensuring that we had strong candidates to replace Deirdre Mahlan and George Rose respectively, who will both retire from the Board at the Annual General Meeting in July 2022. Our most recent Board appointments (Alison Brittain and Jonathan Howell) were made with this succession in mind, and to allow each to have sufficient time as members of the Remuneration Committee and Audit Committee respectively to be appropriately prepared and inducted to take on the role of Committee Chair. Committee members are looking forward to continuing the Committees' strong contributions to the Group under Alison and Jonathan.
The Committee has also maintained its focus on the executive talent pipeline and senior management succession plans, reflecting the Board’s responsibility to ensure appropriate plans are in place. A succession planning update was provided at a number of Committee meetings. Included in the updates were analyses of executive management succession coverage. The Committee played a central role in the recommendation to the Board of Craig Boundy to replace Kerry Williams as an executive director of the Company, and as the Experian Group Chief Operating Officer.
Diversity, equity and inclusion are essential to Experian’s purpose, and the Committee received and discussed a detailed update from our Chief People Officer, Jacky Simmonds, and our Chief Diversity, Equity and Inclusion Officer, Wil Lewis, in January 2022. Experian is focused on several dimensions of workforce diversity (including race/ethnicity, gender, age/generation, working parents/families and LGBTQ+). The Committee noted that the business was strong in terms of employee commitment, having an inclusive culture and diversity and inclusion initiatives, and that actions were being taken regarding representation, DEI data and harnessing regional efforts to maximise impact. To further strengthen our efforts across DEI we have set five commitments to track progress against, and these have been shared both internally and externally. These are: Active sponsorship; Better understand opportunities and challenges; Measure progress against specific goals; Ensure accountability; and Supporting our people.
The Committee considered the proposed re-election of directors (with the exception of the retiring Kerry Williams, Deirdre Mahlan and George Rose) at the Annual General Meeting, recommended Luiz Fleury’s re-appointment for a further three-year term, reviewed the draft corporate governance section of the Annual Report, and reviewed various company law and governance updates. As noted earlier in the Corporate Governance report, the Committee also reviewed a people strategy, talent and culture update during the year.
The Committee was in place throughout the year ended 31 March 2022.
111
Experian plc Annual Report 2022
Governance Code principle Composition, Succession and Evaluation
Nomination and Corporate Governance Committee report continued
| May 2021 | July 2021 | September 2021 | November 2021 | January 2022 | March 2022 | |
|---|---|---|---|---|---|---|
| Discussed an update on the agreed focus areas from the FY21 Board evaluation. | Discussed Board and committee structure, size and composition. | Received and considered a Board succession update. | Discussed a detailed AGM briefing from the Company Secretary and the Chief Communications Officer, including voting results, shareholder feedback and engagement that had taken place in the lead-up to the AGM. | Continued important discussions regarding Board succession, with a focus on plans regarding the appointment of an additional non-executive director, and considered and confirmed the appointment of a new search firm. | Discussed Board and committee structure, size and composition, with a continued focus on diversity and geographic representation. Received and considered a Board succession update. Discussed and considered the proposed FY22 Board evaluation structure. Discussed Board and committee structure, size and composition, including the continued importance of culture, fit and international experience. Discussed the potential retirement of an executive director and appointments. Reviewed the Committee’s performance during the year against its terms of reference and concluded that it was operating effectively. Discussed an update on FY23 Strategic Planning from a people perspective, and the progress against last year’s plans. Reviewed and discussed a People Strategy, Talent and Culture update. Reviewed an update on diversity, equity and inclusion, outlining the Experian philosophy and approach. | |
| Discussed and considered the proposed FY22 Board evaluation structure. | ||||||
| Discussed Board and committee structure, size and composition, including the continued importance of culture, fit and international experience. Discussed the potential retirement of an executive director and appointments. | Reviewed the Committee’s performance during the year against its terms of reference and concluded that it was operating effectively. | Discussed an update on FY23 Strategic Planning from a people perspective, and the progress against last year’s plans. Reviewed and discussed a People Strategy, Talent and Culture update. | Reviewed an update on diversity, equity and inclusion, outlining the Experian philosophy and approach. | |||
| Reviewed the Committee’s performance during the year against its terms of reference and concluded that it was operating effectively. | ||||||
| Discussed an update on FY23 Strategic Planning from a people perspective, and the progress against last year’s plans. | ||||||
| Reviewed and discussed a People Strategy, Talent and Culture update. | ||||||
| Reviewed an update on diversity, equity and inclusion, outlining the Experian philosophy and approach. |
Code principle Composition, Succession and Evaluation
A s at 1 May 2022 Whe n making B oard ap pointm ent s, th e Commi ttee re view s and appr oves an o utlin e bri ef and ro le spe cific ation , and app oint s one or mor e sear ch agent s fo r the as signment . Wedisclose t he name of th e sear ch agent andany oth er conne c tion th ey have wit h E xp erian in th e An nual Repo r t fol lowin g the appo intment . The sp ec ific ation and t he sear ch are disc uss ed wi th the s earch a gent s, w ho then pr epar e an initial lon glis t of candida tes . Th eCommi tt ee defin es a sho r tlis t and holdsinte r vi ews. Ult imately, the Commit te e makes are com men dation to t he Boar d fo r it sconsi dera tion . Follow ing Bo ard app roval , the app ointm ent is announ ced in l ine wi th the requir emen ts of th e UK Finan cial Con duc t Auth ori t y's (FCA’ s) L ist ing Rules . In due c ours e, a tailore d induc tio n pro gramme is d evelop ed for th e new dir ec tor . We engag ed Rus se ll Reyn olds as th e spe cialis t sear ch firm involved with the recruitment of Jonathan Howel l, w hos e appo intment b ec ame e e c ti ve during t he year . Th ey al so pro vid e other execu tiv e sear ch ser vice s to the Gr oup.
Proces s for Boar d appo intments
Board , and executive commit tee (and direct repor ts) , compositio n
- Step 1: Committee reviews and approves an outline brief and role specific ation and appoints a search agent for the assignment
- Step 2: The agent prepar es an initial longlist of candidates
- Step 3: The Committee then considers a shortlist and we hold interviews
- Step 4: The Committee makes a recommendation to the Board for its consideration
- Step 5: F ollowing Board approval, the appointment is announced in line with the requir ements of the FCA ’s Listing Rules
| Balance of executiv e and non-executiv e directors | 11 |
| Independent Chair | 1 |
| Executive | 3 |
| Independent non-executive | 7 |
| Total number of directors | 11 |
| Ethnicity of the Board | |
|---|---|
| White – European | 6 |
| White – North American | 1 |
| Non-white ethnic group – Arabic | 3 |
| Non-white ethnic group – South American | 1 |
| Total number of directors | 11 |
| Tenure of the Boar d | |
|---|---|
| <1 year | 3 |
| 1 to <3 years | 3 |
| 3 to <6 years | 1 |
| 6 to <9 years | 1 |
| 9+ years | 3 |
| Total number of directors | 11 |
| Average Board tenure | 6 years 3 months |
| Non-exe cutive director skills | |
|---|---|
| Financial services | 1 |
| Consumer Technology/Information | 1 |
| Consumer packaged goods | 4 |
| Manufacturing/Large projects | 3 |
| Financial expertise | 3 |
| Serving listed company executive | 3 |
| Gender diversity of the Boa rd | ||
|---|---|---|
| Men | 7 | (64%) |
| Women | 4 | (36%) |
| Total number of directors | 11 |
| Gender diversity of ex ecutive committee and dir ect reports | |
|---|---|
| Men | 72% |
| Women | 28% |
| Total | 113 |
Experian plc Annual Report 2022
Governance Code principle Composition, Succession and E valuation
Nomin ation and Corporat e Govern ance Commi ttee repor t contin ued
Board composition
Th e Boar d comp ris es th e indep end ent Chair , Mike Roger s, t hre e execu tiv e direc tor s and sev en inde pen dent n on- e xecu tive dir ec tor s, includin g the D eput y Chair , Ge org e Rose. Ge org e is als o the C hair of th e Rem uner ation Commi ttee. D eirdr e Mahlan is th e Chair of the Audit C ommit tee and Mike Rog ers is th e Chair of the No mination an d Cor po rate G over nance Commi ttee. T he No mination an d Cor po rate Gove rnanc e Commit te e re gular ly evaluate s Boar d comp ositio n fro m a number of perspect ives, i nclud ing dive rsity a nd or derly succ es sion. A s m ention ed e arli er , Ker r y Will iams, D eirdr e Mahlan an d Ge orge Ros e will retir e fro m the B oar d a t the co nclu sion of t he Annual G ener al Me etin g in July 2022. Alis on Bri t tain and J onathan How ell wer e appo inted with c ommit tee chair ship suc ces sion in mind , to take on th e rol e of Remuner ati on Co mmit tee Chair and Au dit Co mmit tee Chair r esp ec tiv ely. In addi tion , Alis on Br it tain has b een ap pointe d as Seni or Inde pen dent Dir ec tor wi th e ect fro m the co nclusi on of the A nnual Gen eral Mee ting in July 2022. In Januar y 2022, we announc ed tha t Crai g Boun dy wa s to repl ace Kerr y Will iams as an exe cuti ve dire cto r of the Comp any wit h e ect f rom th e con clusion of th e Annual G ener al Me etin g , and as th e E xp erian Grou p Chief O per atin g O ce r wit h e ect f rom 1 Apr il 2022.
Induction and training
Th e Comp any has pro ce dure s to ensur e newly appo inted dire c tor s r ece ive a fo rmal indu ct ion, and this invo lves m eetin gs wit h senio r execu tive s and f unc tion al le ader s. A t ailore d induc tion p rogr amme is de signe d for ea ch new no n- e xecu tive dir ec tor w ho join s the Boar d, to en sure th ey are e quippe d wi th a founda tion of kn owle dge an d mater ials nec es sar y to a dd valu e. Indi vidual in duct ion pro gramm es are usual ly compl eted w ithin the firs t six mont hs of a dire ctor ’s appointme nt and the C ompany S ecr etar y p rov ides assistance and support throughout the induc tion p roc ess . T he pro gramm es are reviewed reg ularly to conside r directors ’ fee dback an d are co ntinually up dated and improve d. On 1 May 2021 , Jo nathan How ell jo ined t he Boar d as an ind epe ndent n on- e xecut ive direc tor . J onathan’s inductio n se ssion s were held f rom S eptemb er 2021 to Januar y 2022, wit h f ollow - on ad h oc me etin gs as re ques ted . All s es sion s were h eld wi th th e rele vant business or regional leader (for Bus iness/ Operations updates) and relevant functional execu tive f or the C or po rate/Go vernan ce update s. P re -r eadin g/view ing mater ial was made avail able , includin g 'E xp er ian the s tor y so far … A histor y of E xpe rian' and Gro up strat egy prese ntat ions. A summar y of the presentations/ meetings held (in cluding p ro duc t demo ns trat ions a s appropriate) is as follows:
- Business /Opera tions – briefings , re gional andglobal b usine ss ove r vi ews and pr odu ct demo nstr atio ns in re spe ct of a numb er ofbusine ss ar eas , includin g: Con sumer Information Ser vices , Decision Analy tics, Ver tical Mar ket s, as w ell as bu sines s market and financial over v iews.
- Corpora te /G ove rnan ce – fo cuse d br iefing s oncorporate governance; global corporate resp onsibil ity ; global finance ; str ateg y , competition and corporate development; investor relations; communications and brand; ex ternal an d internal a udit; r egul ator y, risk , compl iance and go vernm ent a airs; and remune rati on and glob al human res ourc es .
In Januar y 2022, th e Boar d hel d it s mee ting in our op era tional he adquar ters in Co sta M es a, Cal ifor nia . As p ar t of th is visit , our t wo m os t rec ently app ointe d non - execu tive dir ec tor s, Alis on Br it tain and J onathan Ho well , trav elle d to San Di ego , Cal ifor nia and r ec eive d a tour ofthe E xp er ian Data Lab w hich inclu ded demonstrations from senior management onthe E x per ian A scen d T e chnolo gy Pl at for m, ar tifi cial intelli genc e and Signal Hub. T he y als o met and ha d lunch w ith emp loye es of th e DataL ab . This gave A liso n and Jonat han a goo d opp or t unit y to en gage w ith ta lent wi thin the busine ss an d exp eri ence o ur culture . At this time, J onathan al s o under took a f ur the r induc tion s es sion fo cusin g on Internal A udit with N or th A me ric a’ s Regio nal Hea d of Internal Audit , and US Re gulato r y and L iti gation w ith senio r membe rs of E xp er ian’ s le gal team, together with the CEO of Nor th Americ a.
Diversity
Our co re philos ophy is t hat our emp loye es ar e pe ople fir st , and we wel come p eo ple of all backgr ounds to b rin g their w hole s elve s to E xpe rian. T he B oar d’s diversi t y pol ic y is unchange d. We st rongly b eli eve that div ersi t y thro ughou t the Gr oup and a t Boar d leve l is a dri ver of busin es s succ ess . We re spe ct , value and welc ome all f or ms of diver sit y, and see k torefle c t the di vers it y of our cl ient s, inve sto rs and empl oyee s in our B oar d. We recr uit talente d Boar d memb ers , wh o have the appro pria te mix of skill s , cap abilit ies an d market k nowle dge to e nsure th e Boar d is ee cti ve. W hen r ecr uitin g, we loo k acro ss allse cto rs and n on- tra ditio nal talent p oo ls , and we re quire di ver sit y on o ur candi date shor tlis ts . Although we do not pu blish specific Board diversit y targets , the female representation of the B oard is 3 6 %. We al so cont inue to moni tor closely t he numbe rs subm it ted as p ar t of the F TSE Wom en Le ade rs Rev iew ar ound t he posi tion of our e xecut ive co mmit tee an d their direc t re por ts . Th e pro por tion of wom en in this pop ulat ion cur rentl y stan ds at 28%. A s pa r t of our commi tment to c ontinue to imp rove gend er diver sit y, our targ et s in this area ar e set o ut on p age 56 of t he A nnual Repo r t and th es e wil l ensur e a st rong p ipel ine of wo men for our s enio r posi tions o ver time .In addition, the March 2022 Parker Review Committee update regarding ethnic diversity confirmed that we met their Board ethnic diversity recommendations. We recognise the significant benefits of a diverse Board and, when recruiting, will continue to seek to address any diversity gaps on our Board, including gender and ethnicity. As well as the Board policy outlined above, the Group’s Code of Conduct further outlines our approach and how we think about diversity. We understand the fundamental value that diversity, equity and inclusion bring to our business, and there are many ongoing initiatives to support a work environment in which everyone is treated with fairness and respect, has equal access to opportunities and resources, and can contribute fully to our success. At Experian, we embrace diversity and appreciate different perspectives and the unique value each employee brings. Fundamentally, we do not discriminate against anyone based on race, colour, religion, gender, sexual orientation, gender identity or expression, national origin, disability, age, covered veteran status, or any other characteristic protected by law. We are dedicated to providing a safe, healthy and productive work environment for all employees. We are committed to respecting and promoting human rights and we do not tolerate any infringement of these rights in our business or our supply chain. The Code of Conduct applies to everyone at Experian, including contractors, suppliers and others who do business with us. Contractors and suppliers performing work on behalf of Experian are expected to comply with the law and the portions of the Group’s Code of Conduct that apply to them.
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Code principle Composition, Succession and Evaluation
The UK Corporate Governance Code specifies that the Board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors, and that the Board should also have an externally facilitated evaluation at least once every three years. FY22 was Year 3 of our Board’s three-year review cycle. In FY20, an independent external evaluation was conducted by Manchester Square Partners to provide the Board with greater insights into its performance and to identify opportunities to further increase and improve its overall effectiveness. The FY21 evaluation (the second year of our cycle) involved the Board performing an internal evaluation of progress against the areas of focus and the resulting actions, as well as agreeing new areas of focus for the coming year. This year, the third year of the cycle, a questionnaire-based internal evaluation was undertaken. In December 2021, Board members received an online questionnaire about the Board’s performance in several areas. These included: Board composition and succession; Board dynamics, expertise; time management, agenda, meeting papers; strategic oversight; competition; operational oversight, risk management and internal control; culture; executive remuneration; technical development; and FY22 focus areas. The results of the evaluation, including Board members’ comments in each area, were presented to the Board at its January 2022 meeting and it considered and discussed the results. In addition, the Board evaluated its performance against the areas of focus it had agreed as part of the previous year’s evaluation. The Board concluded that it was operating effectively and also agreed focus areas for the coming year (to 31 March 2023) and noted the progress against the previous year’s focus areas. Board members also noted in the evaluation the importance of the transition to the new Audit and Remuneration Committee Chairs, with both having spent over one year on the respective committees by the time of their appointment, and having extensive relevant experience, including financial and governance. The ongoing potential recruitment of a further non-executive director was also highlighted in the evaluation by Board members, and this work is expected to continue during the year ending 31 March 2023.
Nomination and Corporate Governance Committee/Board
The Committee was asked at its September 2021 meeting to provide input into the structure of, and topics for, the evaluation of the Board (a questionnaire-based internal evaluation). At its January 2022 meeting, the Board considered the responses and output from the Board evaluation questionnaire, and reviewed the prior year’s focus areas. At its March meeting, the Committee considered areas of focus for the year ending 31 March 2023.
Committees
A performance evaluation discussion was included on the agendas of the Board committees, supported by an analysis of how each committee was performing against the key areas in its terms of reference. Each of the Board committees concluded that it was operating effectively.
Individual directors
Meetings were held between each director and the Chair in February and March 2022, in relation to each director’s performance. The Deputy Chair and Senior Independent Director evaluated the Chair, taking account of input from other directors.
Board evaluation
| Year 3 – FY22 | Questionnaire-based internal evaluation |
|---|---|
| Year 1 – FY20 | Evaluation by external facilitator |
| Year 2 – FY21 | Internal review against detailed Year 1 review |
This year’s internal evaluation was structured as follows:
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Governance Code principle Composition, Succession and Evaluation
| Area | Focus
Environmental, Social and Governance (ESG)
- The Group continues to progress a number of ambitious programmes of ESG-centred activities, which include considerations around climate change, gender and ethnicity, diversity, pay, monitoring of suppliers, reporting frameworks, and the positive role of the Group and data in society.
- The Board, through its oversight of the Group’s strategy and its responsibilities, will continue to evaluate how ESG issues affect key aspects of the business and what Experian’s ambitions and goals should be as a long-term sustainable business.
- The Board has materially increased its oversight of ESG matters during the year. Board reporting was updated during the year to include an extended ESG section in the Chief Executive Officer’s report, to highlight the progress made in this area by the Group.
- The Board’s strategy presentations in January 2022 included materials on the Group’s ESG strategy, highlighting for the Board the significant progress on ESG performance, commitments, communication and disclosure.
- A dedicated ESG strategy review presentation was made to the Board at its March 2022 meeting, by the newly appointed Chief Sustainability Officer. Highlights noted included finalisation of data privacy principles, and the Board reviewed and approved the development and implementation of supporting metrics and targets.
- The Group now has a formal ESG Steering Committee, chaired by Lloyd Pitchford, the Group’s Chief Financial Officer.It is charged with development of Experian’s ESG strategy, integrated metrics and targets frameworks, and oversees the ESG programme, through various individual work streams, each of which is sponsored by a member of the Group Operating Committee.
Area Focus
Board and management succession
A key focus area for the Nomination and Corporate Governance Committee in FY22 was executive, and Board Senior Independent Director (SID) and Committee Chair, succession. During FY23, Kerry Williams will transition out of his role as Chief Operating Officer (COO), and retire from the Board at the Annual General Meeting in July 2022. Craig Boundy will succeed Kerry as COO, and be appointed to the Board on Kerry’s retirement. In addition, Alison Brittain will become SID and Remuneration Committee Chair, and Jonathan Howell will be appointed as Audit Committee Chair. Given the importance of these roles, the Board and Nomination and Corporate Governance Committee will closely oversee and monitor the appointments and transitions, and will also provide input on Group Operating Committee roles, including areas for development.
Regulation
The Board and Audit Committee receive regular legal, regulatory and compliance updates, including the activities of key regulators such as the UK Financial Conduct Authority and the US Consumer Financial Protection Bureau. These updates are provided by the Group’s General Counsel, and the Board and Audit Committee have noted a recent potential increase in regulatory activity globally. Below Board level, these matters are kept under ongoing review throughout the business. The Board and Audit Committee will continue their close monitoring of the position, including latest developments, impacts on the business and progress with regulatory engagement.
Nomination and Corporate Governance Committee report continued
Progress against the focus areas highlighted in the FY21 review FY23 focus areas agreed in the FY22 review
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Audit Committee report
Deirdre Mahlan Chair of the Audit Committee
I am pleased to report on the Committee’s activities during the year, my final year serving on the Committee and the Board. It has been a privilege to be part of this great organisation.
Members
- Deirdre Mahlan (Chair)
- Dr Ruba Borno
- Alison Brittain
- Caroline Donahue
- Luiz Fleury
- Jonathan Howell
- George Rose
Quick facts
- Deirdre Mahlan has chaired the Committee since January 2015. Deirdre is a qualified accountant with an MBA and has many years’ experience in senior finance roles, most recently as Chief Financial Officer of Diageo plc.
- Jonathan Howell will succeed Deirdre as Chair with effect from 1 July 2022.
- All members of the Committee are independent non-executive directors and the Board considers them to have an appropriate level of experience.
- Deirdre Mahlan, George Rose and Jonathan Howell are considered to have recent and relevant financial experience, in line with the UK Corporate Governance Code.
- The Committee met four times during the year, with each scheduled meeting timed to coincide with key dates in the Group’s financial reporting and audit cycle.
- Regular attendees at meetings include the Chair, the executive directors, the Group General Counsel, the Head of Global Internal Audit, the Global Financial Controller, the Global Chief Technology Officer, the Chief Information Security Officer and representatives from KPMG LLP (the external auditor). Other invitees include the Group Chief Risk Officer and Director of Corporate Finance.
- At the end of each scheduled meeting, the external auditor and the Head of Global Internal Audit meet with the Committee to discuss any matters without management being present.
- The Committee is authorised to seek outside legal or other independent professional advice as it sees fit.
Committee’s key roles and responsibilities
The Board believes the Audit Committee to be a central pillar for effective corporate governance by providing independent and impartial oversight of the Company’s relevant functions. The Committee’s responsibilities include:
- Monitoring the integrity of the financial statements and reviewing significant financial reporting judgments contained in them.
- Reviewing internal financial controls and the Group’s internal control and risk management systems.
- Reviewing the effectiveness and quality of the audit process and the independence and objectivity of the external auditor.
- Monitoring and reviewing the effectiveness of the internal audit function.
- Developing and implementing policy on engaging the external auditor to supply non-audit services, taking into account relevant guidance.
- Approving the external auditor’s remuneration and terms of engagement, and making recommendations about its re-appointment.
Quick link: experianplc.com/about-us/corporate-governance/board-committees/
Introduction
The purpose of this report is to describe how the Committee has carried out its responsibilities during the year. Our overarching objectives include ensuring the integrity of the Group’s financial reporting, that any judgments made are appropriate, that the external auditor is effective in its role, and being robust in ensuring that we have an effective internal control framework to manage the risks Experian faces.
During the year ended 31 March 2022, the Committee has ensured that it has had oversight of all of these areas with particular focus on a range of principal and emerging risks such as cyber security, data management and privacy, fraud and regulatory compliance. We received updates during the year from both internal audit and KPMG on the impact COVID-19 had on audit activities and adjustments made in working practices to allow for remote working, and were satisfied with actions taken.
In addition, the Committee has received regular reports on internal audits, business integrity and controls assurance work, compliance allegation and investigation processes, as well as updates on the steps being taken to address internal audit findings, controls issues and investigations. This report also contains details of the significant issues we considered in relation to the financial statements and how these were addressed, and our process for concluding that this Annual Report is fair, balanced and understandable.
The Committee was in place throughout the year ended 31 March 2022.
117 Experian plc Annual Report 2022 Governance Code principle Audit, Risk and Internal Control
Audit Committee report continued
| | May 2021 | September 2021 # Audit, Risk and Internal Control
The Committee reviewed the Global Internal Audit strategy and annual plan.
The Committee reviewed the Group’s non-audit fee policy and the Group audit fee.
The Committee reviewed the Group’s Tax Policy.
The Committee reviewed the Confidential Helpline update.
The Committee considered the re-appointment of the external auditor.
The Committee reviewed an Information Security update from the Chief Information Security Officer at each scheduled meeting. This is a standing item on the Committee agenda, given its importance to the Group.
The Committee reviewed full or summary Risk Management updates at each meeting, including status of and changes to the Group’s principal risks, material litigation, regulatory developments and details of any emerging risks.
An internal audit update was presented by the Head of Global Internal Audit at each meeting, and discussed by the Committee, including the status of the audit plan, audit findings and themes in the reporting period, and progress on any overdue audit actions.
All meetings
Committee activities in FY22
Experian plc Governance 118 Code principle Audit, Risk and Internal Control
The table below summarises the significant matters considered by the Committee in relation to the Group and Company financial statements and the way they were concluded. These matters, together with any other significant considerations of the Committee, are reported to the Board. The minutes of each Audit Committee meeting are also circulated to all members of the Board.
| Matter considered | Challenge and conclusion |
|---|---|
| Tax | The Committee received a regular update from management on the adequacy of provisions in respect of significant open tax matters. The review included details of ongoing correspondence with tax authorities in the UK, the USA and Brazil and the principal areas of tax challenge. The Committee agreed that the assessment of the uncertain tax positions was appropriate and that the judgment taken in respect of the year-end provision in the Group financial statements was reasonable. The Committee also noted the evolving and complex tax laws that applied to the Group and the uncertainty that these might bring. It concluded that the Group tax risk disclosures were appropriate. |
| Impairment review – goodwill and other intangible assets | A summary of the annual impairment analysis and underlying process was provided to the Committee. Particular attention was given to EMEA and Asia Pacific, where restructuring activities were ongoing, with uncommitted restructuring activities needing to be excluded from the forecasts. The recoverable amounts of the assets of all segments continued to sufficiently exceed their carrying amounts. The Committee scrutinised the methodology and assumptions applied by management. The Committee challenged management on the changes to the forecast, particularly in EMEA, and on how management had ensured no restructuring-related savings were included in the model. The overall strategy for the impacted segments and the potential impacts that might be seen in future were also discussed. The Committee noted the headroom and the sensitivity to changes in assumptions and concurred with the proposed disclosure of these in note 20 to the Group financial statements. |
| Impairment review – other assets | A summary of the review process for other assets was provided to the Committee. The review indicated that an impairment was required in one of the Group’s associates. The Committee scrutinised the methodology and assumptions applied by management. The Committee noted the changes in trading performance, against the forecast, of the associate and debated with management the future strategy for this investment. The Committee concurred with management’s conclusion that a write-down of the associate was required, and that the assets should be treated as held-for-sale. |
| Acquisitions and disposals | The Committee received an update on the acquisitions made during the year, notably the acquisitions of Gabi Personal Insurance Agency, Inc. and Tax Credit Co., LLC in North America. The disposal of our Russian operations and our associate stake in the Cheetah Digital business were also discussed. The Committee noted these acquisitions included elements of contingent consideration, and that an independent external valuer had assisted with these valuations along with those of the acquired assets and liabilities. The Committee challenged management on the allocation of goodwill to the disposal of our Russian operations, noting the unique circumstances and the impact of various methods that might be used for the allocation. The Committee approved the valuation of the acquisition intangibles and contingent consideration, along with the allocation of goodwill to our Russian operations. |
| Litigation and regulatory matters | The Committee received an update and analysis of open litigation and regulatory matters affecting the Group, including the enforcement notice from the UK Information Commissioner’s Office. The Committee concluded that these matters had been appropriately provided for at 31 March 2022. The Committee considered and concurred with the proposed contingent liability disclosures included in the notes to the Group financial statements. |
| Restructuring | The proposed restructuring activities in EMEA and Asia Pacific were discussed with the Committee. In addition to the impact on goodwill impairment noted above, the Committee also considered whether any assets were held for sale, if restructuring provisions were required and noted the expenditure on restructuring activities. The Committee discussed in detail the strategy for the impacted segments and the timing of programme elements. Given the current stage of the activities the Committee concluded that no assets should be held for sale and no restructuring provisions recorded. The Committee concluded that the recording of the restructuring costs was appropriate. |
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Governance Code principle Audit, Risk and Internal Control
Audit Committee report continued
Internal audit
There is an agreed four-year evaluation cycle for Experian’s Internal Audit function, the structure of which is a full external quality assessment every four years, and follow-up interim external quality assessments and internal reviews in the intervening period. In September 2021, the Committee reviewed the conclusions of an internal evaluation of Internal Audit, which comprised: internal quality assurance results; post-audit stakeholder feedback; key internal metrics; self-assessment against the International Standards for the Professional Practice of Internal Auditing and the Code of Ethics by the Head of Global Internal Audit; and a survey of principal stakeholders for areas requiring improvement. All audits that had been assessed using Internal Audit’s quality assurance process were rated positively, with strong adherence to standards and processes. The stakeholder feedback was strong with Internal Audit seen as highly effective, professional and independent. The survey respondents highlighted Internal Audit’s strong resourcing, purpose and mandate, and audit delivery. A small number of opportunities for development and improvements were noted in some categories, with key feedback focused on further improvements in reporting. Feedback received from stakeholders in respect of FY21 post-audit reviews was positive, with a high average rating from respondents, which was broadly in line with the previous year.
External auditor
Tenure and tendering
KPMG LLP (KPMG) has been the Company’s auditor since July 2016, following the conclusion of the audit tender process in September 2015. There are currently no contractual obligations restricting our choice of external auditor and we confirm that we have complied on a voluntary basis (as a non-UK-incorporated company) with the provisions of the UK Competition and Markets Authority (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the financial year under review.
Effectiveness, audit quality, independence and appointment
At its September 2021 meeting, the Audit Committee reviewed and discussed KPMG’s audit strategy for the year ended 31 March 2022. In November 2021, and March and May 2022, the Committee received detailed updates on the audit’s progress, which included details of the external auditor’s actions, such as the audit procedures undertaken, the audit’s coverage, the segregation of duties and the status of any significant findings, as well as details of key matters arising from the audit and assessments of management’s judgments on them; and reviewed the content of the independence letter and the management representation letter, as well as engagement terms. The Committee formally reviews the effectiveness of the external auditor at its September meeting. Experian Internal Audit supports the Committee with this by issuing questionnaires to Board members, senior operational and functional management and senior regional, finance and treasury leadership. As part of the evaluation, the UK Financial Reporting Council’s (FRC’s) Guidance on Audit Committees was reviewed to ensure that best practice was being followed. The evaluation focused on the four key areas used in the FRC’s December 2019 ‘Practice aid for audit committees’: mind-set and culture; skills, character and knowledge; quality control; and judgment.# Experian plc Governance
Code principle
Audit, Risk and Internal Control
Evaluation of external auditor (process described above) – All respondents agreed that the external audit was sufficiently thorough and focused on the most important risk areas for Experian, including new areas in the FY 21 accounts. Improvement was needed in the subsidiary financial statements process with timing challenges, duplication of testing and co-ordination between various KPMG teams observed. No necessary improvements were noted with regard to the external auditor's judgment and communication, particularly as to technical issues, estimates, discussing potential issues and management letter content.
Meeting attendance by the external auditor – KPMG attend all Committee meetings and, during the year, reported to the Committee on the components of the audit plan, additional or forthcoming requirements or regulatory changes, audit findings and interim audit findings. These reports, the private sessions held with the Committee, and the level of challenge applied by the external auditor to management, are opportunities for KPMG to demonstrate and articulate (and for the Committee to assess and challenge, as required) the quality of the audit work.
FRC Audit Quality Inspection Report (AQR) – in July 2021, the FRC published its AQR for KPMG, which was focused on the key areas requiring action by KPMG to safeguard and enhance audit quality. This provided the Committee with an external perspective on the quality of audits by KPMG, and the Committee noted the FRC’s comments on certain KPMG audits and also that improvements were identified in the level of challenge and scepticism on high-risk audits, which was a key finding of the prior year’s report. The report also noted good practice in the audit of going concern. In response to the findings, KPMG subsequently updated the Committee on the investment being made in audit quality, talent retention, diversity, and the ongoing monitoring that was in place.
Technology and processes – KPMG employ a ‘hub’ approach in order to perform standardised testing for each local market. This approach includes the use of data analytics techniques, which supplies audit evidence over significant quantities of data, and this provides a perspective on audit quality to the Committee.
Independence is an important element of the external audit. To ensure auditor objectivity and independence, the Committee reviews potential threats to independence and the associated safeguards during the year. The safeguards that KPMG had in place during the year to maintain independence included annual confirmation by KPMG staff of compliance with ethics and independence policies and procedures. KPMG also had in place underlying safeguards to maintain independence by: instilling professional values; communications; internal accountability; risk management; and independent reviews. They also ensured that there was appropriate pre-approval for non-audit services, which are provided only if permissible under relevant ethical standards. The Committee concluded that the external auditor had maintained its independence throughout the year.
Non-audit services
KPMG provides other services to Experian. To ensure auditor objectivity and independence, we have a policy relating to providing such services. The policy includes financial limits above which any proposed non-audit services must be pre-approved, depending on the expenditure proposed. The Committee receives half-yearly reports providing details of non-audit assignments carried out by the external auditor, together with the related fees. Under the policy, non-audit fees paid to KPMG are capped at 30% of the fees for audit services, except in exceptional circumstances. Pre-approval by the Audit Committee or Audit Committee Chair is required in that situation. An analysis of fees paid to the external auditor for the year ended 31 March 2022 is set out in note 13 to the Group financial statements.
Provision of non-audit services
Background
The Audit Committee annually reviews the policy on the provision of non-audit services and recruitment of former auditor employees and the latest review took place in March 2022. The updated policy, which is set out below, recognises the importance of the external auditor’s independence and objectivity.
Policy
The external auditor is prohibited from providing any services other than those directly associated with the audit or required by legislation.
The Committee also reflected on the assurance on financial statements, the audit teams and communication, as well as considering external regulatory updates on the external auditor received during the year. The overall results of the evaluation were positive. Communication was predominantly strong and clear. While there are areas that could be improved, against a backdrop of COVID-19 challenges, KPMG had provided an effective audit in challenging circumstances, and it was noted there had been a strong performance from the KPMG team in keeping to timelines. There were no concerns regarding the independence of the audit team, the technical knowledge of KPMG or the way in which judgements were explained. The Committee concluded, based on feedback and information obtained during its other work, that the external auditor had performed effectively, and that the Group and the auditor had complied with relevant guidance. The Committee also evaluates the quality of the audit (along with the effectiveness review described above) in the following ways:
Fair, balanced and understandable – what do we do?
Each year, in line with the UK Corporate Governance Code and the Committee’s terms of reference, the Committee is asked to consider whether or not, in its opinion, the Annual Report is fair, balanced and understandable (FBU) and whether or not it provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. There is an established process to support the Audit Committee in making this assessment, and we follow broadly the same process for the Group’s half-yearly financial report. The main elements of the process are:
- A list of ‘key areas to focus on’ was previously shared with the Annual Report team. The team is reminded of the requirement annually and asked to reflect this in their drafting.
- An internal FBU committee considered the Annual Report in May 2022, ahead of the Audit Committee meeting. A wider range of functions are represented on this committee, including executives from finance, communications, investor relations, legal and corporate secretariat. The external auditor also supports the committee.
- In advance of its May 2022 meeting, the Audit Committee received a near-final draft of the Annual Report, together with a reminder of the areas to focus on. The FBU committee’s observations and conclusions were also relayed to the Audit Committee.
- Following its review this year, the Audit Committee concluded that it was appropriate to confirm to the Board that the 2022 Annual Report was fair, balanced and understandable, and provided the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. The FBU statement appears in the Directors’ report.
The 'key areas to focus on' included ensuring that:
- The overall message of the narrative reporting is consistent with the primary financial statements.
- The overall message of the narrative reporting is appropriate, in the context of the industry and the wider economic environment.
- The Annual Report is consistent with messages already communicated to investors, analysts and other stakeholders.
- The Annual Report, taken as a whole, is fair, balanced and understandable.
- The Chair and Chief Executive Officer’s statements include a balanced view of the Group’s performance and prospects, and of the industry and market as a whole.
- Any summaries or highlights capture the big picture of the Group appropriately.
- Case studies or examples are of strategic importance and do not over-emphasise immaterial matters.# Experian plc Annual Report 2022
Governance Code principle
Audit, Risk and Internal Control
Audit Committee report continued
Commercial agreements where Experian provides services to the auditor must be approved by the Group Financial Controller and not exceed the lower of 5% of the local Experian entity’s total revenue and US$250,000, and all transactions should be undertaken on an arm’s length basis. Transactions in excess of this limit require approval of the Chair of the Audit Committee in advance.
The Committee will receive half-yearly reports providing details of assignments and related fees carried out by the external auditor in addition to their normal work.
Following the year-end audit, neither Experian nor any of its subsidiary companies will employ any audit partner or audit team member in a position which could have a significant influence on the Group’s accounting policies or the content of its financial statements until a cooling-off period has elapsed. The cooling-off period is two years in respect of an audit partner, and one year in respect of a director, where they have worked on the audit of Experian plc or its subsidiaries.
The KPMG Engagement Letter further prohibits Experian from soliciting the employment of any audit team member for three months following completion of the audit, without KPMG's consent.
The Committee will receive an update if any audit team members are recruited into senior positions by Experian, followed thereafter by annual reporting on numbers of former auditor senior employees should any remain.
Risk management and internal control
The Board is responsible for maintaining and reviewing the effectiveness of our risk management activities from a strategic, financial, and operational perspective. These activities are designed to identify and manage, rather than eliminate, the risk of failure to achieve business objectives or to successfully deliver our business strategy.
The risk management process is designed to identify, assess, respond to, report on and monitor the risks that threaten our ability to achieve our business strategy and objectives, within our risk appetite. There is an ongoing process for identifying, evaluating and managing the principal and emerging risks we face. This process was in place for the financial year and up to the date of approval of this Annual Report.
Full details of our risk management and internal control systems and processes can be found in the Risk Management section of the Strategic Report on page 85.
The Audit Committee considers emerging risks with management as part of the standing risk management update it receives. The specific processes underlying the elements of our risk framework are set out below.
Step 1 Risk identification
- Identify and escalate new, emerging or changing risks, significant incidents, significant control gaps and risk acceptances
- Consider external factors arising from our operating environment and internal risks arising from the nature of our business, our controls and processes, and our management decisions
Step 2 Risk assessment
- Assess the potential impact of each strategic, operational, regulatory and financial risk on the achievement of our business objectives, and the Group’s corresponding risk appetite
- Produce Board-level and Group-level finance reports, including financial summaries, results, forecasts and revenue trends, investor relations analysis and detailed business trading summaries
- Follow formal review and approval procedures for major transactions, capital expenditure and revenue expenditure
- Evaluate compliance with policies and standards that address risk management, compliance, accounting, treasury management, fraud, information security, business continuity and third-party risk
- Monitor budgetary and performance reviews tied to KPIs and achievement of objectives
- Conduct detailed performance reviews at a regional level
- Report to Regional Risk Management Committees, the Security and Continuity Steering Committee and Executive Risk Management Committee, and the Audit Committee on the status of principal and emerging risks, the progress of strategic projects and acquisitions, and escalation of significant accepted risks
- Global Internal Audit report to the Audit Committee on assurance testing and Confidential Helpline investigation results
- Group Compliance report to the Audit Committee on fraud management and overall Compliance management
- Apply a risk scoring system, based on our assessment of the probability of a risk materialising, and its impact if it does
- Require executive management confirmations of compliance with our corporate governance processes and control environment
Step 3 Risk response
- Apply active risk remediation strategies, including issue management, internal controls, formal risk acceptance processes, insurance and specialised treasury instruments
- Use formal review and approval procedures for significant accepted risks
- Accept or remediate the current risk and control environment
- Determine corrective action if required
Step 4 Risk reporting and monitoring
- Maintain comprehensive risk registers representing the current risk and control environment, using a software solution to provide enhanced monitoring
- Ongoing review of principal risks identified by the Group’s risk assessment processes
- Report on risk to the Audit Committee, addressing material and emerging risks, including information security, business continuity, and regulatory compliance, as well as material litigation
- Review of controls and follow-ups by management, governance functions such as Compliance, the Global Security Office, Global Internal Audit and third parties
- Use Global Internal Audit to independently assess the adequacy and effectiveness of the system of# Governance
Internal Controls
A Review by the Audit Committee of the effectiveness of our systems of risk management and internal control
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Through a combination of ongoing and annual reviews, the Board is able to review the effectiveness of the Group’s risk management and internal control systems.
Risk management and internal controls systems review
- Independent assessment
- A Global Internal Audit report
- A Global Internal Audit Confidential Helpline reports
- An External auditor’s report
- Review by relevant regulatory bodies (e.g. US Consumer Financial Protection Bureau)
- Evaluation of external auditor
- Evaluation of Global Internal Audit
- Management assurance
- Annual executive certification of compliance with UK FRC guidance and control adequacy
- Risk management reports, including material litigation
- Compliance reports
- Information security reports
- Impairment, going concern and viability reviews
- Annual Report, full-year and half-yearly financial report review
- Management representation letters
- Board/Audit Committee approved
- Annual Global Internal Audit plan
- External auditor’s engagement letter
- External auditor’s annual audit plan
- Treasury policy
- Tax policy
- Compliance policy
- Global Delegated Authorities Matrix, which defines internal approval procedures
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We follow the Three Lines of Defence approach to risk management. Risks are owned and managed within the business and reviewed by our businesses at least quarterly. Global governance teams review risks and controls, including those relating to information security, compliance and business continuity. Global Internal Audit assesses our risks and controls independently and objectively. The results of these reviews feed into our reporting cycle, including through the risk management governance structure outlined above.
Risk management is essential in a global, innovation-driven business such as Experian. It helps to create long-term shareholder value and protects our business, people, assets, capital and reputation. It operates at all levels throughout the organisation, across regions, business activities and operational support functions. Our approach to risk management encourages clear decisions about which risks we take and how we manage them, based on an understanding of their potential customer, financial, regulatory, consumer, legal and reputational impact.
As risk management and internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, they can provide reasonable but not absolute assurance against material financial misstatement or loss.
For our Three Lines of Defence see page 86
Effectiveness of the risk management and internal control systems
Experian’s risk programme is regularly reviewed, and in FY18 there was an external benchmarking exercise conducted by PwC. Based on that review, goals were set to further improve different elements of the risk management programme, to ensure the Group remains current with best-in-class risk management practices and to keep pace with changes to both internal and external environments. We engaged an external firm again in FY22 to assess the current state and identify opportunities for improvement. The scope was focused generally on risk management organisational structure and management, with a particular emphasis on operational risk management. The output of the external review work was used to adjust the Enterprise Risk Management (ERM) programme and set goals for the next one to three years. The Audit Committee Chair noted that the update to the Committee allowed it to better connect the various pieces of the ERM framework and further understand overall accountability. The implementation plan contained a number of recommendations on operational risk which would be implemented over a two-year period. The Audit Committee noted the need for further increased role-specific training, and investment for a high level of training in operational risk. The Group also continues to build out its emerging risk dashboard.
In line with the Code, the Audit Committee monitors our risk management and internal control systems, robustly assesses the principal risks identified by our risk assessment processes (including those that would threaten our business model, future performance, solvency or liquidity), and monitors actions taken to mitigate them. For certain joint arrangements, the Board relies on systems of internal control operating within Experian partner’s infrastructure and the obligations of partner’s boards, relating to the effectiveness of their own systems. The Code requires companies to review the effectiveness of their risk management and internal control systems, at least annually. The Audit Committee performs this review under delegated authority from the Board. Following this year’s review, the Board considers that the information it received enabled it to review the effectiveness of the Group’s system of internal control in accordance with the FRC’s ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ and that the system has no significant failings or weaknesses.
For more on our approach to risk management see pages 85 to 92
Additional financial reporting internal controls
We have detailed policies and procedures in place to ensure the accuracy and reliability of our financial reporting and the preparation of Group financial statements. This includes our comprehensive Global Accounting Policy and Standards Manual, which contains the detailed requirements of International Financial Reporting Standards (IFRS). The Group’s Financial Reporting team owns the Global Accounting Policy and Standards and we have rolled them out across the Group, obliging all Group companies to follow their requirements.
The main objectives of the Policy and Standards are to:
- Provide standards for accounting issues and to act as a reference document for both Experian employees and external auditors;
- Allow for preparation of consistent and well-defined information for financial reporting requirements under IFRS;
- Provide a set of measures to be used for both quantitative and qualitative assessments of Group performance;
- Increase the efficiency of the reporting process; and
- Provide a guide for educating Group personnel in approved standardised finance and accounting procedures.
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Protecting our people
Protecting our employees has always been high on our list of key strategic priorities. As the vast majority of our workforce continues to work from home, and as hybrid and remote working become embedded business practices, our focus in FY22 was to build on the policies and practices first introduced to support employees in the immediate onset of the pandemic. Over the last two years we have been impressed by the resilience, commitment and productivity of our employees as they overcame the challenges of the pandemic. The strong performance delivered this year reflects the strong collaborative and innovative culture at Experian which, importantly, has proven to be very effective even outside of the traditional office environment.
In FY22, we undertook a comprehensive Future of Work project, to understand the views, preferences and concerns of employees on their desired way of working following the pandemic. Based on their feedback, we have fully embraced a hybrid working environment, where employees have enhanced flexibility over when and where they work. We strongly believe, as evidenced by the business results over the last two years, that supporting enhanced flexibility leads to a more engaged and motivated workforce. Again, based upon employee feedback, this is also enabling us to attract and retain talent which is critical to delivering our future growth aspirations.
Outlined below are some of the policies introduced to ensure we continue to adapt to changes in our external environment and maintain our focus on our employees as we continue the transition into new ways of working:
- Enhanced flexible working policies to support employees in balancing their personal and professional demands, including global adoption of a hybrid working approach and providing training to support employees with their preferred way of working, as well as enhanced family-friendly policies including improved maternity and neo-natal leave.
- Further development of our mental health and wellness programmes to support employees working from home, particularly during ongoing lockdowns. We introduced a number of region-specific programmes in FY22, which received very positive feedback from employees.# Report on directors’ remuneration
George Rose
Chair of the Remuneration Committee
I am pleased to present, on behalf of the Remuneration Committee, the Report on directors’ remuneration, following a strong year for the Company.
Members
- George Rose (Chair)
- Dr Ruba Borno
- Alison Brittain
- Caroline Donahue
- Luiz Fleury
- Jonathan Howell
- Deirdre Mahlan
- Mike Rogers
Quick link: experianplc.com/about-us/corporate-governance/board-committees/
Introduction
I am pleased to report that, while FY22 did not see the anticipated full return to a more normal operating environment, it was nonetheless a very strong year for our business. The delivery of double-digit top- and bottom-line growth is a significant achievement. This level of high performance, despite ongoing national restrictions in some of our major markets, is a testament to both the strength and calibre of our leadership team and the dedication and resilience of our people.
From the onset of the COVID-19 pandemic, one of our key priorities has been protecting our employees' mental and physical well-being, while balancing this with our ambition to return to pre-COVID levels of growth. We made a number of key decisions over the last two years, including:
* not furloughing any of our employees, reducing employees’ salaries or working hours, or implementing any COVID-19 redundancies;
* supporting all employees in working from home, including introducing a number of 'people first' policies to enable employees to manage their work and personal life balance. We further enhanced these policies in FY22 as it became clear that the ways of working brought about by the pandemic were likely to be a permanent change to the work environment. Equipping our employees with the policies, processes and overall support to work effectively in the new hybrid model has been an important focus area for us; and
* maintaining key strategic investments and pivoting our focus and investment into key focus areas such as our Consumer Services business, which has delivered outstanding success in FY22, and scaling platforms such as Ascend and PowerCurve.
It is pleasing to see that these decisions and the good practices we have implemented over the last two years enabled us to respond to the challenges of FY22. The resilience demonstrated in the previous year became the springboard to deliver this year’s impressive financial results. As I mentioned in last year’s report, our business strategy and our ambition to continue to deliver future growth, which is deeply embedded in our culture, remain unchanged. The commitment and determination of our people to return to pre-COVID-19 levels of growth contributed to the very strong performance delivered in FY22, while the critical decision to continue investing in key strategic areas resulted in a return to growth in all our major markets in FY22. The strength of the FY22 performance across all areas of our business puts us in a great position to deliver on our growth ambitions for FY23 and beyond.
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Remuneration Report on directors’ remuneration continued
both empowerment and engagement. It was pleasing to see our employee engagement scores continued to be high (78%) in FY22, even though most employees had been working remotely for two years. As we return to a more normal operating environment, we are confident that we can continue to build on the momentum already created.
While flexible working is supported, maintaining access to Experian offices will also continue to be important, as many employees enjoy the traditional working environment to support them with their work and personal life balance. Over the last two years we have taken the opportunity to refurbish many of our main office hubs, to provide collaborative and flexible working environments for those who choose to work partly or completely from an Experian office. Where appropriate, we have also realigned our office footprint to reflect employees' preference for hybrid working.
As a thank you for all their hard work and dedication over the pandemic, in August 2021 we granted 'Thank You' shares worth US$800 to around 16,000 employees below senior management worldwide. In doing so we increased the number of employee shareholders. Under the plan all eligible employees received 19 Experian shares, and those who do not sell their shares for three years will receive a further matching award of 38 Experian shares in 2024. We were very pleased with the take-up of the Thank You Share Plan.
It is pleasing to see the strategic decisions made following the emergence of COVID-19, including protecting our employees and key strategic investments, enabled our business – even during the challenges of the pandemic – to stay on course with our strategic growth ambitions to deliver sustainable high single-digit growth. In FY22, the Group outperformed this ambition, delivering Benchmark EBIT growth of 19%, revenue performance growth of 17% and Benchmark EPS growth of 21%, all at constant exchange rates. These double-digit performance levels were also reflected in our share price, which increased by 18% in the three months to 31 March 2022 compared to the same period last year.
While the delivery of financial results is undoubtedly very important, the Committee actively undertakes a holistic approach to the assessment of the Company’s performance by reviewing a broad range of metrics. These include, but not exclusively, employee engagement, diversity and inclusion, impact on the environment and consumer satisfaction. In this way we ensure that the financial out turns are a fair and true reflection of the Group’s holistic performance over the period. Our preference for simplicity means that we do not include these and other non-financial metrics in our incentive plans. However, that in no way dilutes their importance to the Group and hence they remain key considerations for the Committee’s review of short- and longer-term performance.
How is our performance reflected in executive pay?
Salary: during the year the Committee approved salary increases of 2.3% – 2.6% for the executive directors. As in previous years, and aligned with our policy, these increases were in line with the increases awarded to the general employee population across the Group.
Annual Bonus: the Committee always seeks to set stretching but attainable annual bonus performance targets that reflect our strong pay-for-performance philosophy. For FY22, the Committee set targets that reflected our unchanged ambition to return to the very strong levels of growth achieved before the pandemic. The Committee recognised a potential one-off bounce-back from the pandemic by incorporating that impact into a performance target range which as a result required double-digit growth to achieve target and maximum out turns. Despite the anticipated bounce-back being tempered by the return of national lockdowns in some of our major markets, the execution of our strategic business priorities enabled us to return to double-digit growth in all of our major markets.
Stakeholder experience in FY22
FY22 performance
| Annual performance | |
| a 19% Benchmark EBIT growth* | a 17% revenue performance growth¹* |
| a Increased headcount to 20,600² | |
| FY22 Performance | |
| I am pleased to report that FY22 was a very strong year for Experian. Despite the continued challenges presented by COVID-19, the Group delivered outstanding growth in our key financial metrics, in all our major regions. Continuing to achieve growth in such economic circumstances reflects the robustness of our business strategy and, importantly, the ability to execute that strategy. |
Three-year performance
| a 11% average increase per annum in adjusted Benchmark EPS | a 52% share price growth³ |
| a US$4.7bn cumulative Benchmark operating cash flow over three years |
* At constant exchange rates
¹ From ongoing activities.
² Headcount as at 31 March 2022 (31 March 2021: 17,800).
³ Three-month average to 31 March 2022 of £30.15 compared to the three-month average to 31 March 2019 of £19.79.# Experian plc Governance
FY22 at a glance
| Employees | Investors | Executives |
|---|---|---|
| Global employment increased by 2,800 to 20,600 | 3.2% global pay increase budget for FY22 | No forced annual leave or reduced working hours |
| Normal bonus entitlement for FY20, FY21 and FY22 | Enhanced flexible working from home, to better support personal circumstances | 83% employees globally working from home in FY22 |
| 4% global pay increase budget for FY23 | US$800 'Thank You' share award with a further 2-for-1 matching opportunity, awarded to 16,000 employees below senior management | Dividends of USc32.5 and USc16.0 per share paid in July 2021 and February 2022, respectively |
| Share price stability, 18% increase in FY22 | No shareholder capital raising | FY22 pay increases aligned with employees |
| No adjustments to in-flight Long-Term Incentive (LTI) awards | No financial government support taken in any of our operating regions | Strategic investments and acquisitions to support future growth |
Share price is the 3-month average to 31 March 2022 compared to 3-month average to 31 March 2021.
Experian FT SE 100 Index
| 31 March 2019 | 31 March 2020 | 31 March 2021 | 31 March 2022 | |
|---|---|---|---|---|
| Experian | £0 | £20 | £40 | £60 |
| Experian FTSE 100 Index | £80 | £100 | £120 | £140 |
| Experian 3-year TSR relative to FTSE 100 Index | £160 |
In FY22, both North America and Latin America once again delivered outstanding, double-digit Benchmark EBIT and organic revenue growth. It was arguably even more pleasing to see a return to growth in our UK and Ireland (UK&I) business, which contributed double-digit EBIT and organic revenue growth. The strong performance from all our major regions pushed the Group to double-digit growth for both annual bonus performance metrics. FY22 revenue performance growth, for annual bonus purposes, was 17% and this high level of revenue performance, combined with returns on strategic investments and prudent financial management of expenses, flowed through to deliver Benchmark EBIT growth of 19% for FY22. As a result of the combined revenue growth and Benchmark EBIT growth performance, the overall bonus for FY22 will be paid out at 100% of maximum for each of the executive directors.
Long-Term Incentives (LTI): The Performance Share Plan (PSP) and Co-Investment Plan (CIP) awards granted in 2019 will vest on 13 June 2022. The 2019 LTI targets were set in May 2019, when our growth ambitions were to achieve sustainable annual high single-digit growth. The strong financial performance delivered in FY22 follows a resilient FY21 and a very solid FY20 performance. We believe that a healthy, well-run business will deliver wealth to its shareholders and over the last three years Experian has achieved:
- 11% average increase per annum in adjusted Benchmark EPS
- US$4.7bn three-year cumulative Benchmark operating cash flow
- 16.6% adjusted Return on capital employed
- 52% share price growth over three years
- £9.0bn of value creation through market capitalisation growth and dividends.
These high growth figures underpin the overall vesting levels of the PSP and of the CIP, both of which vested at 100%. While the impact of the pandemic in the second year of the performance period undoubtedly affected the potential performance outcomes that may have otherwise been achieved, no adjustments were made in assessing the performance outturns for the 2019 LTI plans. As with the annual bonus plan, the Committee considered the LTI vesting levels in the context of both the current economic environment and the Group’s holistic performance over the three-year period. It was decided that the formulaic vesting levels appropriately reflect the strong business growth achieved over the three-year performance period, despite the unanticipated headwinds created by the COVID-19 pandemic.
In line with our remuneration principles, a substantial portion of the CEO’s single figure value is determined by long-term performance. For FY22, 68% of the CEO’s single figure value is driven by the vesting levels of the LTI plans. Importantly, 16% of the total FY22 single figure value for the executive directors is directly attributable to share price growth and dividends. All shareholders, including employee shareholders, will have benefited from the same share price growth and dividend return over the same three-year period.
Pay in the wider work force
Employee engagement
We have always felt well informed about the pay and related policy arrangements for the broader employee population at Experian. As the Committee had existing processes in place to gain an extensive understanding of employee pay, prior to the introduction of the 2018 UK Corporate Governance Code (the Code) requirements, no single approach recommended in the Code was considered appropriate for our business. We have therefore adopted a combination of the suggested methods to comply with the Code’s requirements.
Each year, as part of the Committee’s standing agenda, we are provided with an extensive paper setting out details of all-employee pay and workforce policies across Experian. The discussions on this topic have enabled us to proactively incorporate wider employee pay as important context for framing executive pay considerations.
This year we were also provided with greater insights into the remuneration and benefit arrangements, including gender pay positioning in our major regions, which facilitated informative and insightful discussions regarding diversity, equity and inclusion (DEI) practices in our major markets. I had the opportunity to further supplement the Committee’s understanding of the pay and related policies for the broader work force by attending our UK and Ireland Experian People Forum, in person. I was once again very impressed with the level of engagement from employees and I found the two-way nature of the discussions provided valuable insights.
In the course of my discussions with the Forum it was very apparent that employees appreciated the open and honest approach to communication that our senior leaders demonstrated over the year. The feedback included many references to the value of our mental health and wellness initiatives. It was equally clear that employees continue to value our current reward offering, and that the additional benefits introduced in FY22 on the back of the UK Total Rewards Optimisation Project were very well received. Those additional benefits included the introduction of critical illness cover, increasing bonus opportunities and the extension of private medical coverage deeper into the organisation, in addition to the granting of 'Thank You' shares to employees globally.
Following a review of the Group’s financial performance and consideration of all business priorities, including those that are non-financial in nature, the Committee was satisfied that the level of bonus payout aligned fairly and accurately to the year’s achievements. While the FY22 annual bonus is a reflection of the FY22 performance, the Committee also considered the performance delivered across both FY21 and FY22 and was satisfied that the cumulative 22% growth delivered for both revenue and Benchmark EBIT across this two-year pandemic period reflected a very strong financial performance. Therefore, no discretion (upwards or downwards) was deemed necessary. Full details of the annual bonus outcomes are set out in the Annual Report on directors’ remuneration.
| Threshold 25% | Target 50% | Actual 100% | Maximum 100% | |
|---|---|---|---|---|
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Remuneration
Report on directors’ remuneration continued
A: In recent years, we have consulted quite extensively and benefited from open and constructive shareholder engagement, which led to a number of changes to our Remuneration Policy at the 2020 AGM. The Committee proactively considers the Remuneration Policy each year, to ensure it continues to be fit for purpose, remains aligned with the Group’s long-term strategy, and also reflects the rapidly changing environment in which we operate.
The Committee believes that our current Remuneration Policy is the most appropriate for our business and that its application is a critical enabler of our long-term strategic objectives. This was perhaps most evident over the last two years, as our Policy provided us with the necessary flexibility to respond to the challenges of the pandemic – by retaining our incentive metrics but reflecting the economic circumstances in the targets – without necessitating any exceptional awards or adjustments to the in-flight plans to address any of the concerns brought about by COVID-19.
We do not propose to make any changes to our Remuneration Policy at this time. However, we value our investors' insights and look forward to undertaking meaningful, open and honest engagement with our investors following the 2022 AGM.## Q&A
Another core theme was employee appreciation for the enhanced flexibility provided in working from home and the developing practice of hybrid and remote working going forward. We had taken the opportunity of the UK national lockdowns to refurbish our main Nottingham office, and to make it a more attractive place for employees whose preference is to work from an office environment. Our enhanced flexible working environment, combined with our broader reward offering, are important factors in enabling us to attract and retain key talent and it was very encouraging to hear that employees felt they could thrive even more with the new ways of working.
People and culture
More than ever, creating and maintaining an agile, innovative, high-performance culture is a key priority for Experian as we look to maintain and develop an environment that enables our employees to perform and be successful. The Experian Way, our unique and consistent way of working globally, informs how our people act and behave, thus shaping our culture. Experian's culture is a key enabler of our success, and this was clear to see over the last two years, as evidenced by the strong financial performance delivered, while 83% of the global workforce continue to work remotely. The collegiate nature of the Experian Way, generated via our connected global network, has undoubtedly supported the delivery of our very strong financial results. However, as I mentioned previously, the challenge will be maintaining this strong culture in the new working world, where remote working becomes standard practice.
In 2021 we participated in the Great Place To Work global survey, and the results demonstrated that the initiatives introduced over the last two years, including the refurbishment of some of our office hubs and other initiatives to make our workplaces attractive for employees to collaborate, have positioned us well as a modern employer. We appreciate that measuring culture is difficult. To inform our own assessment of culture, the Committee considers a range of quantitative culture-related data, which may also provide useful information for our investors and other stakeholders. Further insights on these important metrics can be found in the Sustainable Business Performance Data, including specific disclosures on Experian employee attrition and employee composition. Details on DEI can be found on page 56.
Experian’s executive remuneration policy
In recent years, we have benefited from open and constructive shareholder engagement, which led to a number of changes to our Remuneration Policy at the 2020 AGM. Following these changes, we have been consistently applying the Remuneration Policy, and also incorporated some governance-led best practice elements as appropriate. I was very pleased to see the strong level of shareholder support we received for our Remuneration Report at the 2021 AGM. The Committee proactively considers the incentive arrangements each year, to ensure they continue to be fit for purpose and aligned with the Group’s long-term strategy. It is also important for the Policy to reflect the rapidly changing environment in which we operate. The Committee is confident our current Remuneration Policy remains the most appropriate for our business and its application is a critical enabler of our long-term strategic objectives, as it is designed to:
- deliver strong financial performance
- reward long-term sustainable growth
- ensure effective shareholder alignment
- facilitate the attraction of critical talent.
The unprecedented events of the last two years came with a number of challenges but remaining consistent with the Policy has enabled Experian to continue our growth agenda. Our Remuneration Policy, and in particular its incentive plans, continued to challenge and motivate our leadership teams to successfully deliver exceptional growth. Importantly we were able to retain critical talent and also we:
- did not need to make any changes to our in-flight LTI plans, including the performance targets.
- did not need to make any change to the performance metrics or evaluation methodology.
- did not need to grant any supplementary one-off or ad-hoc incentive awards to retain key talent, including below Board level.
While the Committee is confident our current Remuneration Policy remains the most appropriate for our business, we look forward to taking the opportunity of the 2023 Remuneration Policy review to once again engage openly and proactively with our shareholders and ensure any views and opinions are considered and reflected in our approach going forward. In March 2022, we issued a letter to our major shareholders and the proxy advisory bodies, to provide an update on our approach to executive pay in FY23 and to invite any comments and feedback. For full transparency we have included some details on the questions raised and our responses in order to provide some additional context.
Q: On the back of COVID-19 many companies have signalled their intention to make changes to their Remuneration Policy. Is Experian considering making any changes to the Remuneration Policy when it is renewed at the 2023 AGM?
Q: Does Experian anticipate incorporating Environmental, Social and Governance (ESG) metrics into the executive incentive plans?
A: We appreciate that ESG is an important indicator for some investors of a company’s commitment to long-term sustainable performance. While already actively undertaking a holistic assessment of performance by reviewing a broad range of metrics, over the last year the Committee has begun to consider the appropriateness of incorporating a specific ESG metric into our executive pay arrangements. We believe any metric to be included would need to resonate strongly with our purpose. Our purpose is intertwined with the strategic objective of creating long-term value for all our stakeholders.
Creating a better tomorrow
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Looking forward
As we continue to emerge from the COVID-19 pandemic, we do so with a lot of momentum. I am confident that the decisions we have taken, and strategic investments made, combined with the exceptional performance delivered in FY22 across all our key markets, provides a springboard for the Company to continue to deliver strong financial performance and growth. I will be stepping down from the Experian Board at the conclusion of the 2022 AGM, and while my association with the Company will change to being one of many interested shareholders, my keen interest in and aspirations for the Company continues. I have been proud to be part of the Experian Board for the last nine years. It has been a pleasure to work with my fellow Board members, both past and present, to shape the strategic direction of such an innovative company, and to see how the strategic decisions undertaken over the years have come to fruition to enable Experian to grow into a successful FTSE 30 company. When I took over as Chair, I was fortunate to inherit the position with very strong shareholder engagement and support for our executive remuneration arrangements. I am pleased to say that position has continued and I was encouraged by the strong shareholder support received at the 2021 AGM. The Committee will continue to listen to and act on feedback from our shareholders. As mentioned previously, we look forward to engaging with and seeking open and honest feedback from our shareholders and the proxy advisory bodies later in the year. Those interactions will be key as we consider any potential changes to our remuneration approach in advance of the 2023 Remuneration Policy vote. I hope that I have provided some helpful insight and broader context on Experian's FY22 performance, that enables shareholders to support our Annual report on directors’ remuneration at the 2022 AGM.
by improving financial health supports the long-term success of our business by strengthening our reputation and stakeholder relationships, driving innovation, generating new revenues streams, and creating potential new customers for us and our clients by increasing financial inclusion. As has been our previous practice, before making any changes to our performance metrics, we consider it is important to engage with our major shareholders. We therefore propose to reach out again, following the 2022 AGM, to begin more detailed discussions on the appropriateness of any changes that may be proposed to our performance metrics ahead of our Remuneration Policy renewal in 2023. We look forward to undertaking meaningful engagement with our shareholders later in 2022.
eligibility to the LTI, we are enabling more employees to share in Experian’s further growth.Acting on feedback: I mentioned in last year's Report that our UK&I business undertook a Total Reward Optimisation project immediately prior to the pandemic. We implemented some immediate changes in FY21, such as critical illness cover. In FY22 we made a number of planned enhancements to our employee reward framework directly on the back of the feedback received from employees, including increased bonus opportunities for UK employees and enhanced medical coverage.
Q: Many FTSE 100 companies are experiencing challenges attracting and retaining talent, particularly technical talent, following the global pandemic. What steps, if any, has Experian taken to mitigate the impact of ‘The Great Resignation’?
A: As a growth company, attracting and retaining talent – particularly technical talent – is pivotal to our future growth strategy. At senior levels, our remuneration framework is a critical enabler of our ability to compete for key leadership talent. At an employee level, we have taken a number of steps in recent years to ensure we continue to be an attractive place for employees to work including:
- A 'Thank You' share award: as a technology company, equity is a critical tool to enabling us to compete for talent. In August 2021, we granted shares worth US$800 to all employees below senior management, with the promise of a further 2-for-1 matching share award in August 2024 if employees chose to retain their original share award. The purpose of the Award was to thank employees for their dedication and resilience over the pandemic, and by delivering the award in shares together with the future matching award, we can ensure all employees can benefit from our future share price growth ambitions. The plan was very well received by employees with over 80% of employees still holding their original shares.
- Expanded LTI eligibility: as the ‘war for technology talent’ intensifies we also expanded eligibility to receive restricted stock LTI awards to employees further down the organisation in some of our key markets. As with the 'Thank You' share award, this step was critical to enabling us not only to compete for and retain talent but, by expanding
Q: In January 2022 the Group announced the appointment of Craig Boundy as Chief Operating Officer (COO) effective from 1 April 2022 and that Kerry Williams will remain with the Group until the end of FY23. Can you provide clarity on the remuneration arrangements for both individuals?
A: Following Kerry’s announcement of his intention to retire we are pleased to have been in a position to make not one but two planned internal appointments – Craig Boundy’s appointment to COO and Jennifer Schulz’s appointment to CEO, North America. For the Committee, it is pleasing to have the strength and depth of talent internally to appoint two such critical roles for our business. Both appointments were part of our planned internal succession strategies and we are pleased to now be in a position to manage the smooth transition of both roles and our approach for FY23 reflects this.
Following his appointment on 1 April 2022, Craig assumed many of the global responsibilities of Chief Operating Officer. As part of his appointment, we announced that Craig will be appointed to the Board as an executive director following the AGM in July 2022. As part of this planned succession, Kerry will remain with Experian until 31 March 2023, to facilitate a smooth transition.
From a remuneration perspective, our prevailing Remuneration Policy and the standard level of awards will apply to Craig as they have applied to Kerry. His annual bonus opportunity will be 100% of base salary at target and 200% of base salary at maximum. His level of PSP award will also be aligned to 200% of salary as is the case for our executive directors. Craig’s base salary for FY23 is US$1,000,000, which is slightly lower than Kerry (US$1,075,000). Kerry will earn his normal remuneration package during FY23 and the normal exit arrangements for a retiree in the USA will apply at the end of FY23.
129 Experian plc Annual Report 2022
Governance Code principle Remuneration
Executive director remuneration arrangements for FY23
The CIP is designed to incentivise cash discipline while the PSP is designed to incentivise shareholder returns. Revenue growth is a key metric for us and will provide a quality of earnings balance to the important profit focus of Benchmark EBIT. However, growth is the single most important aspect of our business strategy and therefore adjusted Benchmark EPS runs across both plans.
Our executive pay framework
| Annual bonus | CIP | PSP | Share ownership |
|---|---|---|---|
As at 31 March 2022 and calculated as outlined on page 140.
| Director | Actual holding | Guideline | Holding period | Additional holding |
|---|---|---|---|---|
| Brian Cassin | 17 x salary | 14 x salary | 3 years | 2 years post-employment |
| Lloyd Pitchford | 14.9 x salary | 12.9 x salary | 3 years | 2 years post-employment |
| Kerry Williams | 6.8 x salary | 4.8 x salary | 3 years | 2 years post-employment |
Performance snapshot
Annual report on directors’ remuneration
| Performance measure | Incentive plan | Outturn | Achievement (% of max) |
|---|---|---|---|
| Benchmark EBIT growth* | Annual bonus | 19% | 100% |
| Revenue performance growth* | Annual bonus | 17% | 100% |
| Three-year Adjusted Annual Benchmark EPS growth* | CIP/PSP | 11% | 100% |
| Three-year cumulative Benchmark operating cash flow* | CIP | US$4.7bn | 100% |
| Three-year Adjusted Return on capital employed* | PSP | 16.6% | 100% |
| Three-year TSR outperformance of FTSE 100 Index* | PSP | 35% | 100% |
* At constant exchange rates
** Positive employee engagement as measured in the 2021 Great Place to Work survey.
As a result of the performance shown above:
Our executive remuneration at a glance
- 19 % Benchmark EBIT growth*
- 17 % Revenue performance*
- US$124.5 Benchmark EPS
- 16.6 % Adjusted Return on capital employed
- 78 % Employee engagement **
Executive director single figure of pay
| Director | FY22 | FY21 |
|---|---|---|
| Brian Cassin | £9.9m | £7.8m |
| Lloyd Pitchford | £6.2m | £4.8m |
| Kerry Williams | US$10.7m | US$8.3m |
0 2,000 4,000 6,000 8,000 10,000 12,000
- Fixed elements of pay:
- Base salary
- Pension and benefits
- Variable elements of pay:
- Annual bonus
- Share-based incentives: value at grant
- Share-based incentives: value attributable to share price growth and dividend equivalent payments
Incentive awards timelines
| Year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 |
|---|---|---|---|---|---|---|
| Annual bonus | ||||||
| CIP | ||||||
| PSP | ||||||
| Performance period | ||||||
| Holding period |
Guideline
- Salary increases of between 2.4% and 2.5% awarded to executive directors effective 1 June 2022.
- Pension contributions for UK-based executive directors will be aligned with the rate provided to the majority of the UK workforce (10% of salary) from 1 January 2023 (already aligned in USA).
- Annual bonus based on Benchmark EBIT (80%) and revenue performance (20%). The opportunity is 200% of base salary. Half of any payout must be deferred into the CIP for three years.
- CIP awards will be based on cumulative Benchmark operating cash flow (50%) and adjusted Benchmark EPS (50%). The maximum award remains a 2:1 match.
- PSP awards will be based on TSR (25%), ROCE (25%) and adjusted Benchmark EPS (50%) performance. The opportunity of 200% of base salary is unchanged.
- Two-year post-vest holding period applies to both CIP and PSP awards.
- Malus and clawback provisions apply to all incentive awards.
- Existing in-employment shareholding guidelines will apply for two years post-employment.
Incentive Metrics Allocation
| Plan | Metric Allocation |
|---|---|
| Annual Bonus | |
| 80% Benchmark EBIT | |
| 20% Revenue | |
| CIP | |
| 50% Adjusted Benchmark EPS | |
| 50% Cumulative Benchmark operating cash flow | |
| PSP | |
| 50% Adjusted Benchmark EPS | |
| 25% ROCE | |
| 25% TSR |
Experian plc Governance 130 Code principle Remuneration
This Annual report on directors’ remuneration will be put to shareholders for an advisory vote at the AGM on 21 July 2022. The Remuneration Committee has prepared it on behalf of the Board in line with the UK Companies Act 2006, Schedule 8 to the UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the Listing Rules of the UK Financial Conduct Authority. All of the sections which have been audited by the Company’s external auditor, KPMG, have been noted.
What did we pay our executive directors in the year? (audited)
The table below shows the single total figure of remuneration for the executive directors, for the years ended 31 March 2022 and 31 March 2021. Further explanatory information is set out below the table.
| Brian Cassin | Lloyd Pitchford | Kerry Williams | |
|---|---|---|---|
| 2022 £’000 | 2021 £’000 | 2022 £’000 | |
| Fixed pay | |||
| Gross salary | 991¹ 2 | 973 (851)² | 613¹ 2 |
| Salary waived | – | (122) | – |
| Post-waiver salary | 991 | 851 | 613 |
| Benefits | 26³ | 24 | 59³ |
| Pension | 198 | 194 | 122 |
| Total fixed remuneration | 1,215 | 1,069 | 794 |
| Performance-related pay | |||
| Annual bonus | 1,982⁴ | 1,776 | 1,225⁴ |
| Share-based incentives | |||
| Value delivered through performance | 5,154⁵ | 3,351 | 3,180⁵ |
| Value delivered through share price growth and dividends | 1,587⁶ | 1,625 | 980⁶ |
| Total variable remuneration | 8,723 | 6,752 | 5,385 |
| Total single figure of remuneration | 9,938 | 7,821 | 6,179 |
¹ In FY21 our executive directors voluntarily waived 25% of their contractual base salary for six months.# Experian plc Annual Report 2022
Governance Code principle: Remuneration
Benefits and pension
Taxable benefits include life insurance, private health care, a company car or car allowance and, where relevant, the value of any gain realised on exercising Sharesave options. Brian Cassin and Lloyd Pitchford are eligible to participate in a defined contribution pension plan but elected not to do so during the year ended 31 March 2022. In 2022, Brian Cassin received a cash supplement of £198,250 (2021: £194,500), and Lloyd Pitchford received a cash supplement of £122,500 (2021: £120,000), in lieu of their pension contributions. Kerry Williams participates in a defined contribution plan (401k). The company contribution to this during the year was US$11,831 (2021: US$9,644). Lloyd Pitchford participated in the 2016 UK all-employee Sharesave Plan. The gain realised by Lloyd Pitchford on exercising his Sharesave options, granted in June 2016, was £34,898. No executive director has a prospective right to a defined benefit pension.
Annual bonus
Overview
All Experian employees participate in a variable pay plan. We have one annual bonus plan in operation across Experian and the majority (c. 13,000) of our workforce participate in this plan. The remainder of employees participate in a sales commission plan. How the annual bonus plan works varies slightly depending on region and grade. For the vast majority of employees, annual bonus awards are based on the performance of their particular business line or region. Executive directors are required to defer half of any bonus earned for three years through the CIP, although they may choose to defer more. This year, as in previous years, all three executive directors chose to voluntarily defer their full bonus payments into the CIP. Our executive annual bonus plan is based upon two performance metrics, which are Benchmark EBIT growth (80% weighting) and revenue performance (20% weighting). Benchmark EBIT is an important earnings metric and focuses on items directly within management’s control. To balance the profit focus of Benchmark EBIT, revenue performance growth was added to the bonus plan in FY20 to provide an important quality of earnings element to the annual performance.
How do we set the bonus targets?
Performance-related pay is a key component of our reward structure for all employees and, as such, setting stretching targets is a critical focus area for the Committee. Every year we undertake a rigorous exercise to ensure that our targets are sufficiently stretching, taking into consideration the external marketplace and our own performance aspirations. The Committee considers targets at three separate Remuneration Committee meetings during the year:
Step 1
In January, the Committee considers the wider context, and is presented with an early indication of how performance is tracking in the current year. The Committee’s independent remuneration advisers are invited to provide the Committee with a wider assessment of the pay environments in the relevant locations for our business.
Step 2
In March, budgets for the forthcoming year are discussed and agreed by the Board. At its March meeting, the Committee has a first look at possible targets for the forthcoming year, taking into account a number of factors including:
* the strategic plan
* brokers’ earnings and estimates
* wider economic expectations
* our key competitors’ earnings estimates, including a number of different peer groups.
Step 3
By the time the Committee meets again in May, budgets for the forthcoming year have been agreed and the performance outcomes for the current year have been reviewed by our auditor. The Committee takes these into account during its determination of prior year outcomes and its final review of the targets for the current year, before signing them off. The Committee is able to take a holistic approach to target setting as all of our non-executive directors sit on the Remuneration Committee, as well as on all of our other principal Board Committees. This ensures Committee members are fully apprised of the wider business context and the Group’s business prospects over the coming years, particularly as the Board meeting to discuss the budget and business plan usually takes place prior to the Remuneration Committee meeting.
Annual bonus outcome
Revenue performance is calculated as the Group total revenue growth after the removal of intra-Group sales, and Benchmark EBIT is based on ongoing activities. Performance is measured on a constant currency basis to strip out the effects of exchange rate fluctuations, which are outside of management’s control. The Committee also excludes the impact of any material acquisitions or disposals made in the year, to ensure both metrics are measured consistently, which is in line with our approach to long-term incentive plan measures. The FY22 annual bonus targets were set at a very stretching level that, for both metrics, required double-digit growth to achieve target. Building on the resilient performance of FY21, these targets were designed to signal our unchanged ambition of pre-pandemic times.
The table below shows our growth in Benchmark EBIT and revenue performance for bonus purposes relative to the FY22 agreed targets.
| 1 June 2021 ‘000 | 1 June 2020 ‘000 | % increase | |
|---|---|---|---|
| Brian Cassin | £995 | £973 | 2.3% |
| Lloyd Pitchford | £615 | £600 | 2.5% |
| Kerry Williams | US$1,050 | US$1,025 | 2.4% |
In awarding these increases, we considered a number of factors, including the approach to employee remuneration throughout the Group, the prevailing economic conditions and positioning against the market as well as individual performance. The global employee salary review budget for FY22 was 3.2% and for our employees in the USA and UK the salary review budget was 2.5%.
FY21 gross salary is the base salary the executives would have received if they had not waived entitlement to a portion of their salary. The amounts of salary waived by Brian Cassin, Lloyd Pitchford and Kerry Williams in FY21 were £121,562, £75,000, and US$128,125 respectively.
For Kerry Williams, the salary also reflects the timing of US payroll payments.
For Lloyd Pitchford the value shown in benefits includes the gain realised on exercising 1,470 Sharesave options granted under the 2016 5-year UK Sharesave Plan. The share price on the date of exercise, 25 November 2021, was £33.94 and the exercise price was £10.20.
The FY21 annual bonus opportunity is calculated as a percentage of the executive director’s annual base salary. Brian Cassin, Lloyd Pitchford and Kerry Williams’ FY21 annual bonus entitlements were calculated on their gross salary amounts for the year of £972,500, £600,000 and US$1,025,000 respectively.
Value delivered through performance is calculated as the number of shares vesting under the CIP and PSP multiplied by the share price on the date of grant. With the exception of the SAYE options exercised by Lloyd Pitchford in November 2021, included above in benefits, none of the executive directors exercised share options in the years ended 31 March 2022 or 2021.
For FY22, the value delivered through share price growth and dividends is calculated as (i) the difference between the average share price in the last three months of the financial year and the share price on the date of grant multiplied by the number of vested performance shares, plus (ii) dividend equivalent payments for the number of vested performance shares. For FY21, this is calculated based on (i) the difference between the share price on date of vest and the share price on the date of grant multiplied by the number of vested performance shares, plus (ii) dividend equivalent payments for the number of vested performance shares.
For FY22, the total single figure of remuneration for Brian Cassin and Lloyd Pitchford in US$, applying the average exchange rate over the year of £1:US$1.3665 (2021: £1:US$1.3081), is US$13.6m (2021: US$10.2m) and US$8.4m (2021: US$6.3m) respectively.
How has the single figure been calculated? (audited)
Salary
Salary increases typically take effect from 1 June. The Committee approved salary increases for executive directors of between 2.3% and 2.5% with effect from this date:
Experian plc Annual Report 2022 | 131
| Governance Code principle | Remuneration |
| :------------------------ | :----------- |
131 Experian plc Annual Report 2022
Governance Code principle
Remuneration
Benefits and pension
Taxable benefits include life insurance, private health care, a company car or car allowance and, where relevant, the value of any gain realised on exercising Sharesave options. Brian Cassin and Lloyd Pitchford are eligible to participate in a defined contribution pension plan but elected not to do so during the year ended 31 March 2022. In 2022, Brian Cassin received a cash supplement of £198,250 (2021 : £194,500), and Lloyd Pitchford received a cash supplement of £122,500 (2021 : £120,000), in lieu of their pension contributions. Kerr y Williams participates in a defined contribution plan (401 k ). The company contribution to this during the year was US$11,831 (2021 : US$9,644). Lloy d Pitchfo rd par ticipate d in the 2016 UK all- emplo yee Shares ave Pl an. The gain re alise d by Lloy d Pi tchfo rd o n exercising his Share save op tions , grante d in June 201 6, wa s £34,898. No exe cuti ve dire cto r has a pr ospe c tive r ight to a de fine d ben efit p ensio n.
Annual bonus
Overview
All Experian employees participate in a variable pay plan. We have on e annual bonu s plan in op er ation a cros s Experian an d the m ajority (c. 13,000) of our workf orce par ticipate in th is plan . The remain der of emp loyee s par ticipate in a s ale s commis sion pl an. How t he annual b onus pl an wor k s var ies slightly d ependin g on r egion an d gra de. For th e vas t majo rit y of empl oyee s, annual b onus awar ds are ba sed on the p er fo rman ce of their pa rti cular busi ness line or region. E xecut ive dir ec tors ar e re quire d to defer half of any b onus e arne d for th ree year s throu gh th e CI P , altho ugh th ey may choo se to d efer mor e. This year , as in p revi ous ye ars , all thr ee exe cuti ve dir ec tors cho se to v oluntar ily def er their f ull b onus pa ymen ts into t he CI P . Our exe cuti ve annual bo nus plan is b ase d upon t wo per forma nce met rics , which ar e Ben chmar k EBIT gr owth (80% wei ghting) an d reve nue per forma nce (20% wei ghting). Ben chmar k EBIT is an impor tant ear nings me tric an d focu ses on item s direc tly w ithin mana gem ent’s c ontrol. T o balan ce the pro fit focu s of Ben chmar k EBIT , reven ue per form ance gro wth was a dde d to the bo nus pl an in FY20 to provi de an impor tant qua lit y of ear nings elem ent to th e annu al per forma nce.
How do we set the bonus targets?
Per f ormance -r elate d pay is a ke y compo nent of o ur rewa rd struc ture for all emp loyee s and, as s uch, se tting s tre tchin g tar get s i s a criti cal focu s area for the C ommit tee. Ever y ye ar we und er take a r igorou s exerci se to ensur e that our targe ts ar e su ciently s tre tchin g, t aking int o conside ration the exte rnal mar ketp lace an d our ow n per form ance aspi rati ons. The C ommit tee conside rs targe ts at th ree sepa rate Remun era tion C ommit tee meetin gs durin g the year:
Step 1
In Janu ary, the C ommit tee conside rs th e wi der co nte xt, an d is pre sente d wi th an ea rly ind ication of how pe rform ance is trac king in the cur rent yea r. The C ommit tee’s indepe nden t re munera tion advis ers are invite d to provi de the C ommit tee wi th a wi der assess ment of the pay envi ronme nt s in the rel evant locatio ns for our bu siness.
Step 2
In Marc h, budg ets for th e forth comi ng year ar e discusse d an d agre ed by the Boar d. At i ts Mar ch meeti ng, the C ommit tee has a first loo k at possi ble targe ts for the fort hcomi ng year, taki ng into acc ount a num ber of facto rs inclu ding:
the str ategi c pla n
broke rs’ ea rnin gs and est imat es
wide r ec ono mic expect ation s
our ke y compe tito rs’ ea rnin gs est imat es, inclu ding a num ber of differen t pee r grou ps.
Step 3
By the tim e the C ommit tee mee ts ag ain in May, budg ets for the forth comin g year have be en agre ed and th e per form ance outc ome s for th e cur rent yea r have been r eviewe d by our audi tor. The C ommit tee take s the se into acco unt durin g it s deter minati on of prior yea r outc ome s an d it s final revie w of the tar gets for the cur rent yea r, befor e signin g th em off.
The C ommit tee is abl e to take a ho list ic appr oach to targe t settin g as all o ur non -exe cuti ve dir ec tors sit on the Remu nera tion C ommit tee, as wel l as on all of our ot her prin cipal Boar d Co mmit tees. This ensur es C ommit tee mem bers are fu lly appr ise d of the wi der bu siness contex t and the Grou p’s bu siness prosp ec ts over th e com ing yea rs, par ticular ly as the Boar d meetin g to discu ss the budg et and busi ness pla n usu ally ta ke s plac e prior to the Remun era tion C ommit tee meetin g.
Annual bonus outcome
Reven ue per f ormance is calc ula ted as the Grou p total reven ue gro wth afte r the remo val of int ra- Grou p sale s, and B enc hmar k EBI T is bas ed on ongo ing acti vitie s. Per f ormance is measu red on a const ant cur rency basi s to stri p out the effec ts of excha nge rate fluc tua tions , which ar e out sid e of mana gemen t’s c ontr ol. The C ommit tee also exclud es the imp act of any materi al acquisit ions or disp osals mad e in the yea r, to ensur e both metr ics are mea sured c onsi sten tly, which is in line with our appr oac h to lon g-ter m inc en tive pl an measu res. The FY22 annu al bonus t arge ts were set at a ver y stre tchi ng leve l that , for bot h metr ics , r equir ed doub le- digit gr owth to achi eve targe t. Buildi ng on the res ilien t per f ormance of FY21 , these targe ts were de sign ed to signa l our unchan ged ambi tion of pre- pand emic ti mes.
Experian plc Governance 132
Code principle
Remuneration
The table b elow sh ows our gr ow th in Ben chmar k EBI T and reve nue per form ance for b onus purp ose s rel ativ e to the FY 22 agre ed t arge ts.# Annual report on directors’ remuneration
Committee’s report on remuneration
The Remuneration Committee is pleased to present its report on directors’ remuneration for the year ended 31 March 2022. The Committee is responsible for setting the remuneration policy for the executive directors and approving the remuneration of the executive directors, including the Chief Executive Officer.
Remuneration policy
The remuneration policy for executive directors is designed to attract, retain and motivate executive directors of the required calibre and to reward them for the achievement of the Group’s strategic and financial objectives. The policy is structured to ensure that a significant proportion of the remuneration is performance-related and linked to the achievement of challenging objectives.
Annual bonus achievement
The annual bonus scheme is designed to reward executive directors for the achievement of specific financial and strategic objectives. The weighting of these objectives for FY22 is set out below:
| Metric | Weighting | % growth required for threshold payout | % growth required for target payout | % growth required for maximum payout | FY22 actual growth | Annual bonus achievement |
|---|---|---|---|---|---|---|
| Benchmark EBIT growth | 80% | 6% | 11% | 14% | 19% | 100% |
| Revenue performance growth | 20% | 6% | 10% | 12% | 17% | 100% |
| Total annual bonus achievement as % of target | 100% |
Before approving the annual bonus outcomes, the Committee discussed whether or not the proposed payout was appropriate in the context of both the current external environment and the Group’s wider business performance during the year. The Committee also considered other factors reviewed by the Board, such as our Net Promoter Score, employee experience, employee engagement results, direct employee feedback to the Committee Chair at the People Forum, and the broader stakeholder experience over the financial year. As set out earlier in the Report, the Group’s performance in the year was very strong, particularly in the context of the uncertain external economic environment. The Committee agreed that the Company’s financial performance was aligned with its holistic assessment of performance and was also satisfied that it did not need to exercise any discretion, and that the level of bonus payout was appropriate. As such, the resulting annual bonus outcomes for each executive director (up to a maximum of 200% of salary), for the year ended 31 March 2022, are set out in the table below.
FY22 Bonus payout
| Bonus payout ‘000 | Bonus payout % salary | % bonus deferred under the CIP | |
|---|---|---|---|
| Brian Cassin | £1,982 | 200% | 100% |
| Lloyd Pitchford | £1,225 | 200% | 100% |
| Kerry Williams | US$2,092 | 200% | 100% |
Each of the executive directors has elected to defer their full bonus into Experian shares under the CIP for a three-year period. Deferred bonus shares are not subject to any further conditions but may be matched, subject to the conditions set out in the CIP awards section below.
Share-based incentives
The share-based incentive amount included in the single total figure of remuneration is the combined value of the CIP and PSP awards vesting in respect of the relevant financial year. For FY22, these relate to the awards granted on 12 June 2019 and for FY21 they relate to the awards granted on 7 June 2018.
Vesting in 2022 for both the CIP and PSP awards is determined based on performance over the three years ended 31 March 2022 as well as continued service. The 2019 LTI targets were set in May 2019, when our growth ambitions were to achieve sustainable annual high single-digit growth and the Committee has not exercised any discretion, or made any adjustments, in determining the vesting outcomes for the 2019 LTI awards. Our strong performance in the first and final years of the performance period, combined with our resilient financial performance in FY21, where we continued to grow despite the challenges presented by the global pandemic, resulted in the formulaic vesting results outlined in the table below.
The Committee reviewed the financial performance delivered, but also considered the experience of our investors, employees and other stakeholders over the three-year performance period. Through this broadest lens the Committee judged the formulaic results to be a fair and balanced out turn and, as such, did not make any adjustments to the vesting results. The tables below show the performance achieved against the targets for the CIP and PSP awards granted in June 2019:
CIP awards
| Performance measure | Weighting | Vesting¹ | Actual Percentage vesting² | No match | 1:2 match | 1:1 match | 2:1 match |
|---|---|---|---|---|---|---|---|
| Benchmark Earnings per share (average annual growth) | 50% | Below 5% | 5% | 6% | 9% | 11% | 100% |
| Cumulative Benchmark operating cash flow³ | 50% | Below US$3.7bn | US$3.7bn | US$3.8bn | US$4.1bn | US$4.7bn | 100% |
| Total | 100% |
PSP awards
| Performance measure | Weighting | Vesting¹ | Actual Percentage vesting |
|---|---|---|---|
| Benchmark Earnings per share (average annual growth) | 50% | Below 5% | 5% |
| Adjusted Return on capital employed | 25% | Below 14.5% | 14.5% |
| TSR of Experian vs TSR of FTSE 100 Index | 25% | Below Index | Equal to Index |
| Total | 100% |
¹ Straight-line vesting between the points shown.
² The maximum opportunity, which requires 100% vesting, results in a two-for-one match on the bonus deferred.
³ In line with the approach taken in previous years, the cumulative Benchmark operating cash flow targets shown above have been adjusted compared to those originally set to take into account the impact of acquisitions and disposals made over the performance period. The actual cumulative Benchmark operating cash flow over the performance period, of US$4.7bn, is determined on a constant currency basis. This is in line with our approach for all performance metrics, to ensure that awards are measured on a consistent basis.
Experian plc Annual Report 2022
Governance Code principle Remuneration
No discretion was applied in determining the share-based payments that vested in either FY22 or FY21. The June 2019 awards had not vested at the date this report was finalised, and so the reported value of the awards has been based on the average share price in the last three months of the financial year, which was £30.15. The value of the awards included in the single total figure of remuneration is as follows:
| Value of shares vesting ‘000 | Value of dividend equivalent payments ‘000 | Total value of shares vesting and dividend payments ‘000 | Shares awarded | Shares vesting | Shares awarded | Shares vesting | |
|---|---|---|---|---|---|---|---|
| CIP | |||||||
| Brian Cassin | 134,626 | 134,626 | 81,120 | 81,120 | |||
| Lloyd Pitchford | 83,093 | 83,093 | 50,048 | 50,048 | |||
| Kerry Williams | 111,810 | 111,810 | 67,338 | 67,338 | |||
| PSP | |||||||
| Brian Cassin | £6,506 | £235 | £6,741 | ||||
| Lloyd Pitchford | £4,015 | £145 | £4,160 | ||||
| Kerry Williams | US$7,244 | US$255 | US$7,499 |
The value of Kerry Williams’ shares has been converted into US dollars at a rate of £1:US$1.3409, which is the average rate during the last three months of FY22. Dividend equivalent of 142.50 US cents per share will be paid on vested shares. These represent the value of the dividends that would have been paid to the owner of one share between the date of grant and the date of vesting. The chart below shows the make-up of the CEO’s FY22 single figure value, including £6.7m relating to the LTI. Of the £6.7m LTI value disclosed for the CEO, 77% is the value at grant, 3% is the value of dividend equivalent payments and 20% is a result of share price growth between the grant date and the average price over the last three months of the financial year – which grew by over 26%. The same proportions are true for the other executive directors.
Annual report on directors’ remuneration continued
£0 £20 £40 £60 £80 £100 £120 £140 £160
31 March 2019
31 March 2020
31 March 2021
31 March 2022
Experian
FTSE 100 Index
Experian 3-year TSR relative to FTSE 100 Index
0% 20% 40% 60% 80% 100%
FY22 Fixed
Annual bonus
Long-term incentives (LTI) vesting
LTI – share price and dividends
12%
20%
52%
16%
Breakdown of FY22 CEO single figure %
Update to 2021 disclosure
We originally calculated the value of the share awards realised by our executive directors in 2021 using the average share price from 1 January 2021 to 31 March 2021, in line with the prescribed single figure methodology. This has now been revised to reflect the actual share price and exchange rate on vesting, as follows:
| Three-month average share price to 31 March 2021 | Estimated value of long-term incentive awards ‘000 | Share price on vesting | Actual value of long-term incentive awards ‘000 | |
|---|---|---|---|---|
| Brian Cassin | £4,715 | £4,976 | ||
| Lloyd Pitchford | £25.58 | £2,908 | £27.05 | £3,068 |
| Kerry Williams | US$5,105 | US$5,524 |
Experian plc Governance 134
Code principle Remuneration
What share-based incentive awards did we make in the year? (audited)
On 8 June 2021, awards were granted to the executive directors under the CIP and PSP. The face value of awards made to Brian Cassin and Lloyd Pitchford is shown in pounds sterling; the face value of awards made to Kerry Williams is shown in US dollars. The number of shares awarded to Kerry Williams was calculated using the average exchange rate for the three days prior to grant of £1:US$1.42. All awards have been calculated using a three-day average share price. In line with the CIP rules, invested shares for Brian Cassin and Lloyd Pitchford were purchased with their bonuses net of tax. In line with the rules of The Experian North America Co-investment Plan, invested shares for Kerry Williams were calculated with reference to his gross bonus. Matching awards are based on the gross value of the bonus deferred.Det ail s of the se awar ds are s et out in t he fol lowin g tabl e:
| Type of interest in shares | Basis of award | Face value ‘000 | Number of shares | Vesting at threshold performance | Vesting date |
|---|---|---|---|---|---|
| Brian Cassin | |||||
| CIP invested shares Deferred shares | 100% of net bonus | £941 | 35,078 | n/a | |
| CIP matching shares 1 Conditional shares | 200% of value of gross bonus deferral | £3,553 | 132,368 | 25% | |
| PSP 2 Conditional shares | 200% of salary | £1,990 | 74,830 | 25% | |
| Lloyd Pitchford | |||||
| CIP invested shares Deferred shares | 100% of net bonus | £581 | 21,641 | n/a | |
| CIP matching shares 1 Conditional shares | 200% of value of gross bonus deferral | £2,192 | 81,666 | 25% | |
| PSP 2 Conditional shares | 200% of salary | £1,230 | 46,252 | 25% | |
| Kerry Williams | |||||
| CIP invested shares Deferred shares | 100% of gross bonus | US$1,872 | 49,313 | n/a | |
| CIP matching shares 1 Conditional shares | 200% of value of gross bonus deferral | US$3,745 | 98,626 | 25% | |
| PSP 2 Conditional shares | 200% of salary | US$2,100 | 55,822 | 25% |
1 The number of shares awarded to executive directors under the CIP was based on the share price at which invested shares were purchased in the market and the face value shown above is based on this. This price was £26.84.
2 The number of shares awarded to executive directors under the PSP was based on the average share price for the three days prior to grant, which was £26.59, and the face value shown above is based on this.
PSP awards and CIP matching shares granted in June 2021 will vest subject to the achievement of the following performance conditions:
| Performance measure | Weighting | Vesting | 0% | 25% | 50% | 100% |
|---|---|---|---|---|---|---|
| CIP matching shares | ||||||
| Benchmark Earnings per share (average annual growth) 2 | 50% | Below 5% | 5% | 7% | 10% | |
| Cumulative Benchmark operating cash flow | 50% | Below US$4.0bn | US$4.0bn | US$4.2bn | US$4.4bn | |
| PSP awards | ||||||
| Benchmark Earnings per share (average annual growth) 2 | 50% | Below 5% | 5% | 7% | 10% | |
| TSR of Experian vs TSR of FTSE 100 Index | 25% | Below Index | Equal to Index | 8.3% above Index | 25% above Index | |
| Adjusted Return on capital employed (average over three years) | 25% | Below 14.5% | 14.5% | 15.4% | 16.0% |
1 Straight-line vesting between the points shown.
2 Measured on an ongoing activities and constant currency basis.
The Committee retains the right to vary the level of vesting if it believes that the level of vesting determined by measuring performance is inconsistent with the Group’s underlying financial and operational performance over the performance period. These awards will also only vest if the Committee is satisfied the vesting is not based on materially misstated financial results.
135 Experian plc Annual Report 2022
Governance Code principle Remuneration
How is the CEO’ s pay linked to Exper ian’ s pe rfor mance ?
The chart below shows Experian’s annual TSR performance compared to the FTSE 100 Index over the last ten years. The FTSE 100 Index is the most appropriate index as it is widely used and understood, and Experian is a constituent of the index.
Value of £100 invested in Experian and the FTSE 100 on 31 March 2012
£0 £50 £100 £150 £200 £250 £300 £350 £400
31 March 2012
31 March 2013
31 March 2014
31 March 2015
31 March 2016
31 March 2017
31 March 2018
31 March 2019
31 March 2020
31 March 2021
31 March 2022
Experian
FTSE 100 Index
The table below sets out our CEO’s pay for the last ten financial years:
| 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | |
|---|---|---|---|---|---|---|---|---|---|---|
| CEO total single figure of remuneration (‘000) 1 | ||||||||||
| Don Robert | US$22,974 | US$16,290 | US$620 | — | — | — | — | — | — | — |
| Brian Cassin | — | — | £1,976 | £3,678 | £3,647 | £6,387 | £11,882 | £10,836 | £7,821 | £9,938 |
| Annual bonus paid against maximum opportunity (%) | ||||||||||
| Don Robert | 75% | 50% | — | — | — | — | — | — | — | — |
| Brian Cassin | — | — | 38% | 100% | 89% | 58% | 85% | 80% | 91% | 100% |
| LTIP vesting against maximum opportunity (%) 2 | ||||||||||
| Don Robert | 100% | 94% | 69% | — | — | — | — | — | — | — |
| Brian Cassin | — | — | 40% | 33% | 32% | 95% | 90% | 90% | 84% | 100% |
1 Prior year numbers have been updated to reflect actual long-term incentive plan out comes.
2 The maximum LTIP opportunity varies as the CIP opportunity is based upon the actual bonus earned.
Experian plc Governance 136
Code principle Remuneration
CEO pay ratio
Experian is committed to good corporate governance and transparency in reporting of remuneration for our executive directors and employees. We have presented below the CEO pay ratio for the year ended 31 March 2022, in line with the UK regulatory requirements. The pay ratios have been calculated using Option A of the three methodologies provided under the regulations, which we believe is the most statistically accurate approach.
| Year | Method | 25th percentile pay ratio | Median pay ratio | 75th percentile pay ratio |
|---|---|---|---|---|
| FY20 | Option A | 267:1 | 178:1 | 112:1 |
| Total pay and benefits | £38,630 | £57,803 | £91,736 | |
| Salary | £33,362 | £47,869 | £77,000 | |
| FY21 | Option A | 185:1 | 124:1 | 81:1 |
| Total pay and benefits | £40,969 | £61,115 | £93,574 | |
| Salary | £32,569 | £49,983 | £75,000 | |
| FY22 | Option A | 226:1 | 155:1 | 101:1 |
| Total pay and benefits | £43,957 | £64,062 | £98,754 | |
| Salary | £35,467 | £50,333 | £66,458 |
The CEO value used is the total single figure remuneration data for FY22 of £9.9m, as outlined on page 131 of this Report. For UK employees, total pay and benefits are based on actual earnings for the year to 31 March 2022. Annual incentive payments for employees have been calculated using the Experian Group financial performance outcome for FY22, as disclosed on page 133, rather than any regional or market business performance results, to ensure a like-for-like comparison across remuneration structures. Selected employee grades below senior management level are also eligible for annual awards of restricted stock, rather than the performance share awards provided to senior management. Where applicable, the LTI value for employees has been calculated by applying the average share price for the three months prior to 31 March 2022 to the number of restricted stock awards granted to the employee in June 2019. We adopted this approach to provide a like-for-like comparison and ensure the share price growth over the previous three years is reflected equally in both the CEO and employee LTI values. Employees on inbound and outbound international assignments to and from the UK have been excluded from the analysis as their remuneration structures understandably deviate from the standard approach for UK employees. In line with the guidance, only individuals employed for the full year have been included in the analysis.
Observations on change in CEO pay ratio
The CEO voluntarily waived 25% of his salary for six months in FY21, resulting in a significantly lower salary than in a ‘normal’ year. The FY22 CEO single figure has increased by c.27% compared to FY21, as the CEO’s pay arrangements returned to normal. By comparison the total pay and benefits provided to UK employees in FY22 increased slightly compared to previous years, as was the case in FY21, as we have continued to protect employee pay from the same short-term financial measures that have been applied to the CEO. As a result, the FY22 CEO pay ratios for all percentiles are slightly higher than FY21, but importantly are lower than for FY20 which, as a more ‘typical’ performance year, is arguably a more appropriate comparison for change. The primary driver behind the higher FY22 CEO pay ratio is the value of the LTI received by the CEO in FY22. As outlined earlier in the Report, the Committee did not exercise any discretion, or make any adjustments, in determining the vesting outcomes for either the 2018 or 2019 LTI awards. While the FY21 performance was very resilient, and resulted in strong LTI vesting out turns, the very strong performance and high double-digit growth achieved in FY22, combined with sustainable share price growth over the three-year period, resulted in a higher FY22 single figure value. By way of comparison, the total pay and benefit amounts received by UK employees in FY22 are higher than in FY21 due to the introduction of additional benefit policies in FY22, including increased bonus opportunities for UK employees in response to employee feedback gathered as part of the UK Total Reward Optimisation project. The Committee believes it is appropriate that a significant proportion of total remuneration for executive directors is ‘at risk’ and driven entirely by Group performance, which is within their power to influence. In line with our remuneration principles the proportion of total compensation that is ‘at risk’ increases with employee seniority within the Group. The remuneration framework is designed to deliver market-competitive total compensation. All UK employees participate in a variable pay plan. We have one annual bonus plan in operation across Experian and the majority (c. 13,000) of our workforce participate in this plan, providing them with the opportunity to benefit from the financial performance that they help to deliver.Understandably, more of the CEO’s total target remuneration (71%) is ‘at risk’ compared to c.8% on average for UK-based employees. As evidenced in both FY21 and FY22, the CEO pay ratio is therefore likely to vary, potentially significantly, over time based on the Group’s performance outcomes.
Observations on FY22 pay ratio
The median pay ratio for FY22 of 155:1 reflects not only the strong performance achieved in FY22 but also the resilient performance achieved in the preceding two financial years, which are reflected in the CEO’s LTI vesting values. As LTI values can be highly variable, driven in part by fluctuations in share price, a supplemental pay ratio has been provided below, where the value of LTIs has been excluded. The CEO single figure value excluding LTI compensation was £3.2m for FY22.
| Year | Method | 25th percentile pay ratio | Median pay ratio | 75th percentile pay ratio |
|---|---|---|---|---|
| FY20 | Option A excluding long-term incentives | 71:1 | 47:1 | 30:1 |
| FY21 | Option A excluding long-term incentives | 69:1 | 47:1 | 30:1 |
| FY22 | Option A excluding long-term incentives | 73:1 | 50:1 | 32:1 |
Experian plc Annual Report 2022
Governance Code principle Remuneration
Some important additional context regarding our FY22 CEO pay ratio includes:
- We have a robust approach to salary management which is underpinned by regular market benchmarking to ensure we offer competitive rates of pay across the business. We undertake regular reviews to maintain appropriate positioning against the external market-linked salary ranges.
- Experian has been a Living Wage employer in the UK since 2015, and the median salary for our UK employees (as reflected in the table on the previous page) is more than 50% above the UK average.
- The Committee always has the context of the all-employee pay review budget when determining salary increases for the CEO and ensures that any percentage increase for the CEO does not exceed that provided to employees. In FY22, the average increase in UK employee base pay was 3% and a 2.3% increase was provided to the CEO. For FY23, the UK salary review budget is 4%, while the CEO’s salary will increase by 2.5%.
- As mentioned above, based on feedback received as part of the Total Reward Optimisation project we increased the annual bonus opportunities for UK employees by 29% from FY22. This bonus opportunity increase, combined with strong performance in the UK and Ireland business, resulted in a significant increase to the total pay and benefits amounts received by UK employees in FY22.
- An ‘individual performance modifier’ is also applied in calculating the annual bonus payments for employees to ensure that the outstanding contribution of high-performing individuals is reflected through higher bonus payments. Individual performance modifiers do not apply to senior management, including the CEO. As such, to ensure a like-for-like comparison with the CEO single figure, the employee calculations, as outlined on the previous page, do not reflect the impact of individual performance modifiers, which would have considerably increased the annual bonus payments for employees and reduced the CEO pay ratio accordingly.
- We have not included the value of our Sharesave scheme in the all-employee values on the previous page. We firmly believe in the value of employee share ownership and encourage employees to participate in our Sharesave offering, which is a tax-efficient plan in the UK and allows employees to share in Experian’s growth and success. Around 69% of UK employees participate in Sharesave and the average profit received by UK employees at maturity in FY22 was £5,250, but this value has not been included in the all-employee values on page 137.
How has our Board of directors' pay changed compared to the wider workforce?
The table below sets out the percentage change in the Board of directors’ salary/fees, benefits and annual bonus between FY21 and FY22, and how this compares to the average percentage change for our UK employees. While the Regulations require the employee comparison against employees of Experian plc, the proportion of our workforce employed by Experian plc is comparatively very small. We have therefore elected to provide the comparison against our UK employees which we believe will provide a more representative analysis. We have selected this group of employees because Experian operates in 43 countries and, as such, has widely varying approaches to pay across different regions. This approach also avoids the complexities involved in collating and comparing remuneration data across different geographic populations, including the impact of foreign exchange rate movements. The figures for UK employees are consistent with the information used to prepare the CEO pay ratio analysis, but reflect average salaries and average employee numbers each year, rather than percentile data. For the CEO, the annual bonus is based on Group performance. As outlined previously in the report, in FY21 the executive directors each waived 25% of their salaries for six months and this is behind the year-on-year base salary change for Brian Cassin, Lloyd Pitchford and Kerry Williams.
Year-on-year change in pay for directors compared to the average UK employee
| Executive directors | Average employee | Brian Cassin | Lloyd Pitchford | Kerry Williams | Mike Rogers | Dr Ruba Borno | Alison Brittain | Caroline Donahue | Deirdre Mahlan | Luiz Fleury | Jonathan Howell | George Rose | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Chair | Non-executive directors | ||||||||||||||
| Base salary change | |||||||||||||||
| FY22 | 6.1% | 16% | 17% | 17% | 2% | 5% | 9%² | 5% | 4% | 13% | n/a³ | 6% | |||
| FY21 | 2.6% | (12)% | (12)% | (12)% | 21% | (11)% | n/a | (14)% | (11)% | (11)% | n/a | 0% | |||
| Taxable benefits | |||||||||||||||
| FY22 | 8.7% | 6% | 155%¹ | (3)% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
| FY21 | 7.1% | 1% | 3% | 3% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
| Annual bonus | |||||||||||||||
| FY22 | 32.2% | 12% | 12% | 12% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
| FY21 | 27.5% | 15% | 15% | 15% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
¹ The increase in taxable benefits for Lloyd Pitchford is entirely attributable to the value of his SAYE options which vested in FY22.
² Alison Brittain joined the Board on 1 September 2020 and received pro-rated fees in FY21. To provide a meaningful comparison we have used the full-time equivalent fee value that Alison would have received in FY21, had she been a Board member for the full year.
³ Jonathan Howell joined the Board on 1 May 2021 and did not receive any fees in FY21.
How do we intend to implement the remuneration policy next year?
Salary
The table below outlines the salary increases that will take effect from 1 June 2022 for each executive director. The employee salary review budget for FY23 is 4% for our employees in both the UK and Ireland and North America.
| 1 June 2022 | ‘000 | 1 June 2021 | ‘000 | % increase |
|---|---|---|---|---|
| Brian Cassin | £1,020 | £995 | 2.5% | |
| Lloyd Pitchford | £630 | £615 | 2.4% | |
| Kerry Williams | US$1,075 | US$1,050 | 2.4% |
Annual report on directors’ remuneration continued
Experian plc Governance 138
Code principle Remuneration
Annual bonus
For the year ending 31 March 2023, the annual bonus opportunity and the performance measures the executive directors are assessed on will remain unchanged from FY22. In line with our policy, we will disclose the targets for the annual bonus in next year’s Annual report on directors’ remuneration. While the FY23 annual bonus targets cannot be disclosed due to their commercial sensitivity, they reflect our confidence in the outlook for the year ahead.
Annual bonus will be subject to claw back provisions, allowing the Group to recover all or part of any payment for a period of three years from payment. In addition, the Committee can vary the level of payout if it considers that the formulaic payout determined by measuring performance is inconsistent with the Group’s actual underlying financial and operational performance. Performance is measured on a constant currency basis to strip out the effects of exchange rate fluctuations, which are outside of management’s control. The Committee also excludes the impact of any material acquisitions or disposals made in the year to ensure both metrics are measured consistently, which is in line with our approach to long-term incentive plan measures.
Share-based incentives
While deferral of 50% is compulsory, the executive directors have each elected to defer the full 100% of their FY22 bonuses into the CIP. We expect to grant matching shares in the first quarter of the year ending 31 March 2023, on a two-for-one basis. We also expect to grant PSP awards equivalent to 200% of salary at the same time.# Th e CIP and P SP awar ds will v es t subje ct to m eet ing th e foll owing t arg et s, whi ch will b e me asu r ed ove r thre e yea rs , with a f ur t her t wo - year ho lding p er iod ap plyin g:
| Performance measure | Weighting | Vesting 10% | Vesting 25% | Vesting 50% | Vesting 100% |
|---|---|---|---|---|---|
| CIP awards | |||||
| Benchmark Earnings per share (average annual growth) 2 | 50% | Below 6% | 6% | 8% | 10% |
| Cumulative Benchmark operating cash flow | 50% | Below US$5.0bn | US$5.0bn | US$5.2bn | US$5.4bn |
| PSP awards | |||||
| Benchmark Earnings per share (average annual growth) 2 | 50% | Below 6% | 6% | 8% | 10% |
| Adjusted Return on capital employed | 25% | Below 14.5% | 14.5% | 15.4% | 16.0% |
| TSR of Experian vs TSR of FTSE 100 Index | 25% | Below Index | Equal to Index | 8.3% above Index | 25% above Index |
1 St ra ig ht- lin e ve s tin g b et we e n th e po int s sh ow n.
2 M ea sur e d on an o ng oi ng a ct iv i tie s an d co ns t ant c ur re nc y b asi s.
Th e Commi t tee se lec ted a djuste d Ben chmark E PS, cum ulati ve Be nchmark o per ating c ash flow an d adjus ted RO CE as p er f orman ce met ric s f or our long -ter m ince ntive p lans , as the y refl ec t thre e of our key p er f orman ce indic ator s. A s s uch, usin g the se m easure s dire ct ly link s Expe ria n ’ s l on g- te rm incent ive ar ran geme nts to o ur str ate gic ambiti ons and b usine ss obj ec tiv es . In addi tion , using re lati ve TSR r eco gnise s the imp or tance of cr eating v alue for share hold ers . We bel ieve t hes e mea sure s to be th e mos t appr opr iate mea sure s of the Gr oup’s succe ss and , toge ther w ith o ur a nnual bonus meas ures , the y ensure t hat exec utiv e direc tor s are inc entiv ise d to del iver o n a wide r ange of b usine ss and finan cial mea sure s over b oth th e shor t an d long ter m. T he s tr uc ture di er entiate s the ro le of each of o ur long -ter m ince ntive p lans: t he PS P incenti vis es r etur ns and th e CIP incen tivises cash discipl ine. H owever , given t hat grow t h is so fun dament al to our busin es s str ate gy, Benchmar k EPS r uns ac ros s both of t he long -t erm in centi ve pl ans.
V estin g of CIP and P SP award s will b e s ubje ct to th e Commi t tee b eing s atis fied t hat the ve st ing is not b ase d on mater ially miss t ated financial result s. Th e Commi t tee al so r etain s the dis creti on to var y the leve l of ves ting i f it cons ider s that th e level of v es ting de determin ed by mea surin g per formanc e is incon sistent w ith the G roup’s underly ing financial an d ope rati onal per forman ce. T he se awar ds will all b e subje ct to cl awba ck pro visi ons, al lowing the Comp any to re cover al l or par t of any v es ted awar d durin g the ho lding p eri od.
TSR per for mance
We measur e our TSR p er f orman ce re lati ve to the F TSE 1 0 0 Index , r ather t han agains t a be spoke c ompar ator gro up. Our us ual compar ator companies are Br ead Finan cial , Cor eLo gic , Dun & Br ads tre et, E quifa x , FIC O, Liv eRamp, Mo od y’s, REL X , T hom son Re uter s and T r ansUnio n, ho wev er we believe that it wo uld be di cult to m easur e our TSR p er f orman ce again st th em on a con sistent b asis, sin ce many of th em are lis te d in di erent mar ket s and, as such , may be sub jec t to di erent mar ket fo rce s. H oweve r , the C ommit te e us es th em as a ref eren ce p oint wh en rev iewin g othe r a sp ec ts of execu tiv e dire ctor p ay.
Additional disclosures
Direc tors’ shareholdings and share interest s (audited)
We beli eve it is imp or t ant that exe cuti ve dire cto rs bu ild up a signifi cant ho lding in E xper ian share s, to ali gn their inte res t s wi th thos e of shareh older s. Under o ur guidel ine s, th e CEO shoul d hold t he equi vale nt of thre e time s his or her b ase s alar y in Ex per ian share s and oth er exe cut ive dir ec tors sh ould hold t he equi vale nt of t wo time s their b ase s ala r y. Thes e guide line s includ e inves ted o r defe rre d share s hel d under th e CIP , bu t n ot unve ste d matching shares . Share s that have ve st ed bu t are subj ec t to th e t wo - year ho lding p er iod w ill al so co unt toward s the guid eline . Until the shareho lding guide line is met , we exp ec t exe cuti ve dire cto rs to re tain at le ast 50% of any shar es ve st ing (net of ta x ) under a shar e award . Unves ted shar e s do not c ount towar ds theguid eline .
We als o have guidel ine s for no n- exe cuti ve dire cto rs to buil d up a holdin g in E xp erian’s shares equal to t heir annual fe e. Ea ch finan cial year , th e net f ee for th e firs t quar ter is us ed to pur chas e E xpe rian share s until th e n on -e xecu tive dir ec tor re ache s this ho lding.
139 Experian plc Annual Report 2022
Gover nance Code principle Remuneration
A s set ou t in the t able b elow, our execu tive dir ec tor s alre ady si gnific antly exce ed th eir pe rs onal shareh olding gui delin es , demo nstr ating their alignme nt to shareho lder inter es ts a s well as th eir commit ment to E xp er ian. T o f ur th er str eng then this al ignment p ost- employ men t, th e Remuner atio n Commi ttee intr odu ced a t wo - year p ost- emplo ymen t shareho lding guid eline a s par t of th e 2020 Poli cy r evie w. All exe cuti ve dire c tors w ho se r ve d durin g the ye ar hold shar es in exc ess of t he re levant shar ehol ding guide line s. T he inter es ts of the dir ec tor s (at31March 2022) and their co nnec ted p er son s in the C ompany’s ordinar y shares (as at 31 March 2022) are sho wn be low and, f or those indivi duals inthe fo llowin g tab le, th ere have b een n o change s be t ween 31 March 2022 an d the date of this r ep or t :
| Shares held in Experian plc at 31 March 2022 | Shareholding guidelines Guideline 1 (% of salary/fee) | Share awards subject to performance conditions Guideline 2 (% of salary/fee) | Share options | Guideline met? | CIP matching awards | PSP awards |
|---|---|---|---|---|---|---|
| Brian Cassin 5 | 574,440 | 300% | 1,704% | Yes | 380,965 | 226,285 |
| Lloyd Pitchford 5 | 310,226 | 200% | 1,489% | Yes | 235,084 | 139,694 |
| Kerry Williams 6 | 183,455 | 200% | 677% | Yes | 305,066 | 181,586 |
| Mike Rogers | 15,287 | 100% | 111% | Yes | — | — |
| Dr Ruba Borno 7 | 3,356 | 100% | 72% | No | — | — |
| Alison Brittain | 7,500 | 100% | 160% | Yes | — | — |
| Caroline Donahue | 10,000 | 100% | 214% | Yes | — | — |
| Luiz Fleury | 9,650 | 100% | 206% | Yes | — | — |
| Jonathan Howell | 8,000 | 100% | 171% | Yes | — | — |
| Deirdre Mahlan | 15,000 | 100% | 246% | Yes | — | — |
| George Rose | 20,000 | 100% | 267% | Yes | — | — |
1 E xe cu ti ve d ir ec t or sha re ho ld ing g ui de li ne wi ll a pp ly fo r t wo y ea rs p os t- em pl oy me nt.
2 Sh ar eh ol din g gui de li ne s ha ve b ee n ca lc ula te d us in g the c lo sin g sh ar e pr ic e on 31 Ma rc h 202 2, w hic h wa s £29.51 and e xch an ge r at es a t 31 Mar ch 20 22 of £1:US$1.31 3 an d £1:€1. 17 6.
3 Ma tc hin g sha re s gr an te d to Br ia n C as sin a nd L lo yd P it chf or d ar e in th e fo r m of ni l- co s t op tio ns , w hic h ar e unv es te d at 31 M ar ch 20 22. T h os e gr ant ed t o Ker r y W il li ams ar e co ndi ti ona l sh are a wa rd s.
4 Sh ar e op ti ons g ra nte d un de r th e al l- em pl oy ee S har es av e pl an . In F Y22, a s dis cl os e d on p ag e 1 31, Llo yd P it chf or d exe rc is ed t he 1,470 Sha re s ave o pt io ns g ra nte d un de r th e 2016 5-y ea r UK Sh ar es av e Pl an .
5 T he n umb e r of E x pe ri an sh ar es h el d by B ria n C as sin a nd L lo yd P it chf or d at 31 Ma rc h 2022 inc lu de s 100,955 an d 62, 296 in ve st ed s har e s in th e CI P re sp e ct iv el y.
6 T he n umb e r of E x pe ri an sh ar es h el d by Ke r r y W ill iam s at 31 M arc h 2022 in clu de s 152,50 3 sha re s aw ar de d to hi m un der T h e E xp er ia n No r th A m er ic a Co - in ve st me nt P la n as a r es ult o f hi s an nu al b on us de fer r al e le ct io ns , in a dd it io n to hi s pe rs on al b en efi cia l sha re ho ld ing . Ke rr y Wil li ams h as a n unc on di ti ona l r igh t to r ec ei ve t he se E x p er ian s har e s at th e en d of t he r el ev ant t hr ee - ye ar d ef er ra l pe ri o d. T h es esh ar es d o no t ca rr y div id en d or v ot ing r i ght s p ri or to r e ce ipt .
7 D r Rub a Bo r no j oin e d th e Bo ar d in 2018 and c on tin ue s to b uil d he r sh are ho ld in g.
Payments made to former directors (audited)
Thr ee f orm er dire cto rs of E x per ian Finan ce plc (fo rm erly G US plc) re cei ve d unfund ed p ensio ns fr om th e Group . One of t he for me r dire cto rs is n ow paid un der th e Se cure d Unfu nde d Retir ement B ene fit S chem e, whi ch pro vid es s ecur it y f or the unf und ed p ensi ons of exe cut ive s ae c t ed by HerMaje st y ’s Revenue and Cu stom s (HMRC) e arnin gs cap . Th e total unf unde d pe nsion s paid to th e for mer dir ec tor s amounte d to £6 95,029 in the yearen ded 31March 2022.
Payments f or loss of oce (audited)
No pay ment s for lo ss of o ce wer e made in th e year (2021 : US$nil).
Relative imp or tance of sp end on pay
The table b elow illus tr ates th e rel ativ e impor tance of sp end on p ay for all e mploye es , comp ared to th e financial dis trib utions to shareh olde rs , throu gh divid ends and ear nings -e nhancing share r epurchas es:
| 2022 US$m | 2021 US$m | % change | |
|---|---|---|---|
| Employee remuneration costs | 2,313 | 1,995 | 16% |
| Dividends paid on ordinary shares | 444 | 427 | 4% |
| Estimated value of earnings-enhancing share repurchases | — | — | 0% |
Annual repor t on direc tors ’ remuneration contin ued
Experian plc Governance 140
Code principle Remuneration
The Remuneration C ommittee
All our n on - execu tive dir ec tor s are me mber s of the C ommit te e, wh ich met five tim es dur ing the y ear end ed 31 March 2022. Ea ch mem ber isconsi dere d to be in dep end ent in acc ordanc e wit h the UK C or por ate G over nance C od e. Th e Commi tte e’s terms of ref eren ce can b e foun d at w w w.expe rianpl c.co m/ abo ut-us/corp ora te- g over nance/b oard - commi t tee s/.
The Committee’ s role and responsibilities
The Commi tte e is re spon sible fo r:
1 Recommending to the Board senior executive remuner ation policy and the Chair’s remuner ation.## Committee Activities
During the year, the Committee:
- Reviewed and approved the 2021 Report on directors’ remuneration.
- Has continuously monitored the impact of COVID-19 on our business and remuneration decisions taken across the Group, such as the decision to reintroduce pay increases.
- Reviewed salaries of certain Group Operating Committee members and approved any annual pay adjustments for those Group Operating Committee members in FY22.
- Agreed the FY21 incentive plan outcomes, the FY22 bonus targets, and the long-term incentive plan participants.
- Received updates on the Company’s long-term incentive plans, including the continued impact of COVID-19 on the in-flight awards.
- Discussed at length executive pay in the context of the wider workforce and the broader impact on society, the Group, and our shareholders.
- Was updated on all-employee pay and workforce policies across Experian, including detailed insights on all-employee pay, workforce policies and gender pay gap analysis in North America and Brazil, two of our key markets.
- Was updated on current trends in the executive remuneration environment, focusing on our major regions.
- Was updated on the Company’s FY22 UK gender pay gap disclosure requirement. The Committee had a robust discussion regarding the results and was provided with additional detailed analysis on Experian’s gender pay position.
- Was updated on the Company’s response to the UK CEO pay ratio disclosure requirement and reviewed the relevant disclosures.
- Initiated the invitation to employees to participate in the 2021 Sharesave plan, and was updated on take-up and outcomes of previous grants.
- Reviewed and approved a series of remuneration changes, driven by Kerry Williams’ retirement and Craig Boundy’s upcoming appointment to the Board, including the new Chief Operating Officer remuneration arrangements.
- Considered remuneration matters in respect of senior hires and departures and, where appropriate, approved remuneration packages for senior new hire awards below Board level.
- Was provided with an update on strategic projects designed to enable Experian to attract and retain key ‘tech’ talent, in an increasingly competitive market. The Committee was provided with an overview of the reward changes proposed as part of this work.
- Reviewed the Committee’s performance during the year against its terms of reference; and
- A Chair attended the UK and Ireland Experian People Forum in March 2022, to engage with employees, discuss how Experian’s executive remuneration aligns with the wider Group pay policy, and understand employees’ views on pay-related issues. This feedback was provided to the Board at the March meeting.
Advice provided to the Committee
In making its decisions, the Committee consults the Chair, the Chief Executive Officer and the Group Chief People Officer where required. We also invite members of the Global Reward team to attend Committee meetings as appropriate. We normally consult the Chief Financial Officer about performance conditions applying to short- and long-term incentive arrangements to ensure they are appropriately financially stretching. However, we do not consider it appropriate that executives are present when their own remuneration arrangements are being discussed.
The Committee has access to independent consultants to ensure that it receives objective advice. We reviewed our external advisers in 2013 and appointed Towers Watson Ltd (Willis Towers Watson), who remained our external advisers throughout the year ended 31 March 2022. Willis Towers Watson provides other services to Experian globally, including advice on benefits and provision of market data. Additionally, Ellason LLP provided incentive-plan award valuations and remuneration data, as well as supporting data for the target calibration process. Ellason does not provide any other services to the Group. Willis Towers Watson and Ellason are members of the Remuneration Consultants Group and voluntarily operate under the Code of Conduct in relation to executive remuneration consulting in the UK. The Committee was satisfied that their advice was objective and independent.
The fees paid to these advisers for services to the Committee in the year ended 31 March 2022, based on hours spent, were as follows:
| Adviser | Fees paid in the year |
|---|---|
| Willis Towers Watson | £33,500 |
| Ellason | £15,000 |
141 Experian plc Annual Report 2022
Governance Code principle Remuneration
What did we pay our non-executive directors during the year? (audited)
The table below shows a single total figure of remuneration for the Chair and non-executive directors for the years ended 31 March 2022 and 31 March 2021:
| Fees ‘000 | Benefits ‘000 | Share-based incentives ‘000 | Total ‘000 | |
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| Mike Rogers¹ | €475 | €465 | — | — |
| Dr Ruba Borno | €166 | €158 | — | — |
| Alison Brittain (appointed 1 September 2020) | €172 | €92 | — | — |
| Caroline Donahue | €166 | €158 | — | — |
| Luiz Fleury² | €238 | €210 | — | — |
| Jonathan Howell (appointed 1 May 2021) | €159 | — | — | — |
| Deirdre Mahlan | €215 | €206 | — | — |
| George Rose | €269 | €254 | — | — |
¹ Mike Rogers was appointed Chair of the Board on 24 July 2019. On appointment Mike’s Chair fee was set at €465,000. On 1 June 2021 this was increased by 2.5% to €477,000.
² Luiz Fleury acted as an independent adviser to Serasa S.A., our Brazilian business. His remuneration includes a fee for this role, paid in Brazilian reais, along with the annual non-executive director’s fee.
³ For FY22, the cumulative total single figure of remuneration for the Chair and non-executive directors in US$, applying the average exchange rate over the year of €1:US$1.1624 (€1:US$1.1673) is US$2.2m (2021: US$1.8m).
Non-executive director fees are reviewed every two years and were last reviewed in 2021. The current fee levels are as follows:
| Annual fee from 1 October 2021 | Annual fee prior to 1 October 2021 | |
|---|---|---|
| Base fee | €162,250 | €158,250 |
| Audit Committee Chair fee | €49,000 | €47,750 |
| Remuneration Committee Chair fee | €39,750 | €38,250 |
| Deputy Chair/Senior Independent Director fee | €98,000 | €95,500 |
Other than the Chair, non-executive directors required to undertake intercontinental travel to attend Board meetings receive a supplementary payment of €6,000 per trip, in addition to any travel expenses. This amount has not changed since October 2009. George Rose holds the role of Chair of the Remuneration Committee, in addition to his role as Senior Independent Director. George Rose does not receive an additional fee for his role as Chair of the Remuneration Committee.
Statement of voting at the 2021 AGM
The voting to approve the Annual report on directors’ remuneration at the AGM held on 21 July 2021, and the Directors’ remuneration policy approved at the AGM held on 22 July 2020, is set out in the following table:
| Votes for (including discretionary votes) | % | Number | Votes against | % | Number | Total number of votes cast | Number of votes withheld | |
|---|---|---|---|---|---|---|---|---|
| Annual report on directors’ remuneration | 96.84% | 3.16% | 652,721,188 | 21,283,895 | 674,005,083 | 19,911,032 | ||
| Directors’ remuneration policy | 95.3% | 4.7% | 651,717,394 | 31,847,208 | 683,564,602 | 15,168,573 |
Service contracts
Non-executive directors have letters of appointment that set out their duties and time commitment expected. They are appointed for an initial three-year term, subject to election and annual re-election by shareholders at the AGM. Appointments are renewed by mutual agreement.
Details of current non-executive director arrangements as at 31 March 2022 are set out below:
| Name | Date of appointment | Length of service at 31 March 2022 |
|---|---|---|
| Years | ||
| Mike Rogers (appointed Chair on 24 July 2019) | 1 July 2017 | 4 |
| Dr Ruba Borno | 1 April 2018 | 4 |
| Alison Brittain | 1 September 2020 | 1 |
| Caroline Donahue | 1 January 2017 | 5 |
| Luiz Fleury | 8 September 2015 | 6 |
| Jonathan Howell | 1 May 2021 | – |
| Deirdre Mahlan | 1 September 2012 | 9 |
| George Rose | 1 September 2012 | 9 |
Executive directors’ service contracts contain a 12-month notice period, as set out in the Directors’ remuneration policy. Brian Cassin was appointed to the Board on 30 April 2012 as Chief Financial Officer, and 16 July 2014 as Chief Executive Officer. The date of appointment to the Board for Lloyd Pitchford was 1 October 2014 and for Kerry Williams was 16 July 2014.# Annual report on directors’ remuneration continued
Experian plc Governance 142
Code principle Remuneration
The Directors’ remuneration policy was last approved by shareholders at the AGM on 22 July 2020. We have included below the Policy table and the Which clawback provisions apply? section, which we consider to be the most helpful sections of the Policy for investors. The full and original version of the Policy, as approved by shareholders, is available on the Experian corporate website at www.experianplc.com/investors/reports.
| Element and link to strategy | Operation | Maximum potential value and payment at target | Performance metrics and weightings |
|---|---|---|---|
| Base salary | To help with attracting and retaining executive directors of the right calibre. Provides a base level of pay and reflects the competitive market salary for the role. Base salary level takes account of personal contribution and performance against Group strategy. Base salary is paid in equal instalments during the year. Salaries are reviewed annually, with any increases generally taking effect from 1 June. Salary levels and increases take into account a number of factors, including the approach to employee remuneration throughout the Group, prevailing economic conditions, best practice and positioning against the market. Annual executive director salary increases will, in normal circumstances, be limited to the increases awarded across the Group as a whole. Higher increases may be made in exceptional circumstances including, but not limited to, a change in role or responsibility, and will take account of market practice in relation to the new role. When the Committee considers salary increases, it takes into account individual performance over the preceding financial year. | ||
| Benefits | Benefits are provided as part of a competitive and cost-effective overall remuneration package. Certain benefits may also be provided to support expatriates, where they have relocated. The Group provides a range of market-competitive benefits that include, but are not limited to, healthcare, financial and tax advice, death-in-service provision and company car or allowance. Executive directors can also participate in any of the Group’s all-employee share plans, for example the Sharesave plan, on the same basis as other eligible employees. In the USA, eligible executive directors may participate in a deferred compensation plan, which is standard market practice in the USA. For expatriate assignments, we retain the flexibility to tailor benefits to the circumstances of the assignment. Additional benefits may include relocation expenses at the beginning and end of each assignment, housing allowance and school fees. The cost of providing such benefits may vary from year to year, reflecting the cost to the Group. The Committee sets benefits at a level it considers appropriate against relevant market practice, the role and particular circumstances (for example, in the case of expatriate benefits, where the individual is required to relocate). | None. | |
| Pension | Provides a market-aligned retirement provision. Pension arrangements are in line with local market practice. In the UK, the Group operates a defined contribution plan, with company contributions set as a percentage of base salary. If impacted by HMRC pension limits, an individual may elect to receive a cash allowance instead. In the USA, executive directors are eligible to join a defined contribution plan. In the UK, the cash payment or pension contribution for current executive directors is normally equal to 20% of annual gross base salary. Future UK-based executive directors will receive a cash payment or pension contribution aligned to the wider UK employee workforce (to apply to all incumbents by the end of 2022). In the USA, the contribution rate is up to 4% of earnings, up to an annual compensation limit set by the Internal Revenue Service. If required, pension arrangements in other jurisdictions would be in line with local market practice. | None. |
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Experian plc Annual Report 2022
| Governance Code principle | Remuneration Element and link to strategy | Operation | Maximum potential value and payment at target | Performance metrics and weightings |
|---|---|---|---|---|
| Annual bonus | Motivates and rewards the achievement of specific annual objectives, linked to Experian’s business strategy. The Committee sets appropriate performance targets at the start of each financial year. At the end of the financial year, the Committee determines the extent to which these have been satisfied, based on audited results, and agrees the level of bonus to be paid. Half of any bonus must be deferred for a period of three years. However, the executive director may elect to defer up to 100% of their bonus into the CIP. Where they elect not to do so, payment is made as soon as practicable after the financial year end. Malus and clawback provisions apply, under which annual bonus payments may be reduced or recovered in certain circumstances. Further details about our clawback and malus policy are set out in the Which clawback provisions apply? section of the report. | Threshold performance results in a bonus payout equivalent to 25% of the maximum. No bonus is payable for below-threshold performance. Achieving target performance results in a bonus payout equivalent to 50% of the maximum. Achieving maximum performance results in a full bonus payout of 200% of salary. | The annual bonus may be based entirely on financial performance or on a combination of financial, strategic and/or operational objectives. However, the financial element will comprise at least 70% of the bonus. The Committee retains the ability to exercise its judgment to vary the level of payout if it considers that the formulaic payout determined by measuring performance is inconsistent with the Group’s actual underlying financial and operational performance. | |
| Co-investment Plans | Aligns with shareholder interests through voluntary investment of personal capital, delivery of Experian shares and the long-term time horizons. Use of stretching financial metrics incentivises performance. Encourages participants’ long-term commitment to the Group through personal investment. Participants are invited to invest between 50% and 100% of their annual bonus into Experian shares. A conditional award of matching shares or nil-cost options is granted on a two-for-one basis on the gross bonus deferred, and vests after three years subject to achieving performance targets over the three-year period. Any vested awards are subject to a further two-year holding period. Dividend equivalents accrue on all awards of shares. Malus and clawback provisions apply, under which CIP awards may be reduced or recovered in certain circumstances. Further details about our clawback and malus policy are set out in the Which clawback provisions apply? section of the report. | Maximum award levels depend on the bonus deferred, which will be matched on up to a two-for-one basis. There is no vesting for below-threshold performance. Achieving threshold performance results in 25% vesting of the matching shares. Achieving target performance results in 50% vesting of the matching shares. Achieving maximum performance results in full vesting of the matching shares. | Awards vest based on financial performance and subject to the Committee being satisfied that the vesting is not based on materially misstated financial results. The Committee retains the discretion to exercise its judgment to vary the level of vesting if it considers the formulaic vesting level determined by measuring performance to be inconsistent with the Group’s actual underlying financial and operational performance. | |
| Performance Share Plan | Use of stretching financial metrics incentivises performance. Aligns with shareholder interests through delivery of shares and the long-term time horizons. Participants receive an annual award of conditional shares or nil-cost options, which vest after three years, subject to achieving performance targets over the three-year period. Any vested awards are subject to a further two-year holding period. Dividend equivalents accrue on all awards of shares. Malus and clawback provisions apply, under which PSP awards may be reduced or recovered in certain circumstances. Further details about our clawback and malus policy are set out in the Which clawback provisions apply? section of the report. | Normal maximum award levels are 200% of salary. Awards of up to 400% of salary may be made in exceptional circumstances such as recruitment. There is no vesting for below-threshold performance. Achieving threshold performance results in 25% of the shares vesting. Achieving maximum performance results in full vesting of the shares. | Vesting of up to 25% of the awards is based on a share-based metric, with the balance based on financial performance. The Committee retains the ability to vary the level of vesting if it considers the formulaic vesting level determined by measuring performance to be inconsistent with the Group’s actual underlying financial and operational performance. |
Directors’ remuneration policy continued
Experian plc Governance 144
| Code principle | Remuneration Element and link to strategy | Operation | Maximum potential value and payment at target | Performance metrics and weightings |
|---|---|---|---|---|
| Shareholding guideline | To preserve and enhance the long-term alignment of the interests of executive directors with shareholders and promote a long-term approach to performance and risk management. | During employment: Executive directors are required to establish and maintain a minimum personal shareholding equal to 3x base salary for the CEO and 2x base salary for other executive directors. Executive directors are required to retain at least 50% of any shares vesting under the CIP and PSP (net of tax) until their during-employment shareholding guideline has been met. |
Shares held beneficially, shares subject to a post-vesting holding period and invested or deferred CIP shares will count when assessing the guideline. Share awards that are still subject to performance conditions and matching shares under the CIP are not included.
Post-employment: For two years following cessation, (former) executive directors are required to retain the lower of: a their actual shareholding immediately prior to cessation; and a their shareholding guideline immediately prior to cessation. In determining the actual shareholding at cessation, shares acquired from own purchases will not be counted.
N/A N/A
Independent Chair and non-executive director (NED) fees
To attract individuals with a broad range of experience and skills, to oversee the implementation of our strategy. The Chair is paid an annual fee in equal monthly instalments. The Group may provide the Chair with a limited range of benefits such as healthcare, tax advice or use of a car. The NEDs are paid a basic fee plus additional fees for chairing a Board Committee and for the role of Deputy Chair or Senior Independent Director. NED fees are paid in equal quarterly instalments during the year. The net fee for the first quarter of the financial year is used to purchase Experian shares for NEDs and/or the Chair (as applicable), until the individual has met their shareholding guideline of 1x their estimated annual fee (excluding travel fees). NEDs receive an additional fee where attendance at Board meetings involves intercontinental travel from their home location. The Company may settle any tax due on travel expenses incurred by the Chair and NEDs. The Committee sets the Chair’s fees, while NED fees are set by the Board. Both are set based on a number of factors, including the time commitment required and positioning against the market. Fees are normally reviewed every two years. No performance-related arrangements are in place for the Chair or the NEDs.
145 Experian plc Annual Report 2022
| Governance Code principle | Remuneration Element and link to strategy | Operation | Maximum potential value and payment at target | Performance metrics and weightings |
|---|---|---|---|---|
| Share Option Plan (SOP) | Provides focus on increasing Experian’s share price over the medium to longer term. Options are granted with an exercise price equivalent to the market value of an Experian share at the date of grant. These vest subject to achieving performance targets that are tested over a three-year period and are exercisable for seven years thereafter. No option grants have been made since 2009 and the Committee has agreed that no further awards will be made, unless warranted by exceptional circumstances such as recruitment. Malus and clawback provisions apply, under which SOP awards may be reduced or recovered in certain circumstances. Further details about our clawback and malus policy are set out in the Which clawback provisions apply? section of the report. | Normal maximum award levels are 200% of salary. Grants of up to 400% of salary may be made in exceptional circumstances such as on recruitment. | There is no vesting for below-threshold performance. Achieving threshold performance results in 25% of the options vesting. Achieving maximum performance results in full vesting of the options. | The vesting of options is based on financial performance targets. |
Which clawback provisions apply?
Claw back and/or malus applies to the Company’s incentive plans for five years from grant. Under these provisions, the Committee may apply clawback or malus in circumstances which have: a resulted in a level of vesting or payment which is higher than would otherwise have been, because of a material misstatement of the Group’s financial results; or a led to a material financial or reputational loss for the Group, due to serious individual misconduct.
Under our malus and clawback policy, should a trigger event be identified, a Clawback Committee would be appointed by the Remuneration Committee to investigate the issue. The Clawback Committee would report back with recommendations on whether malus and/or clawback should be applied, which individuals this should affect, which remuneration should be subject to malus and/or clawback and the value that should be impacted. The Remuneration Committee would then have final sign-off on any decision to operate clawback or malus.
Legacy arrangements
The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the policy set out in this report where the entitlement to the payment arose (i) before the 2020 AGM; (ii) at a time when the relevant individual was not a director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a director of the Company; or (iii) under a remuneration policy previously approved by the Company’s shareholders. For these purposes entitlements arising under the Company’s previous remuneration policy (as approved by shareholders at the 2017 AGM) will be incorporated into this policy and ‘payments’ includes the Committee satisfying awards of variable remuneration, and an entitlement under an award over shares arises at the time the award is granted.
On behalf of the Remuneration Committee
Charles Brown
Company Secretary
17 May 2022
Experian plc Governance 146
Directors’ report
The directors present their report and the audited financial statements for the year ended 31 March 2022. The report has been prepared in line with the UK Companies Act 2006, and the Corporate governance report and the Shareholder and corporate information section form part of this Directors’ report. The Strategic report contains certain information equivalent to that required in a report of the directors.
Financial and operational information
Results and dividend
The Group income statement shows a profit for the year ended 31 March 2022 of US$1,167m (2021: US$802m). The directors have announced the payment of a second interim dividend, in lieu of a final dividend, of 35.75 US cents per ordinary share (2021: 32.5 US cents) to be paid on 22 July 2022 to shareholders on the register of members on 24 June 2022. A first interim dividend of 16.0 US cents per ordinary share was paid on 4 February 2022, giving a total dividend for the year of 51.75 US cents per ordinary share (2021: 47.0 US cents).
Innovation
Innovation, supported by our talented people, and by research and development, plays a key role in supporting Experian’s business performance. Details of such activities are given in the Strategic report.
Acquisitions and disposals
Information on acquisitions and a disposal made during the year is contained in note 41 and note 43 respectively to the Group financial statements.
Registered branch
The Company has a branch registered in Ireland under branch number 905565.
Post balance sheet events
Details of events occurring after the end of the reporting period are contained in note 47 to the Group financial statements.
Share capital
Details of the Company’s share capital and changes during the year ended 31 March 2022 are set out in note Q to the Company financial statements.
Financial risk management, objectives and policies
Descriptions of the use of financial instruments and Experian’s treasury and risk management objectives and policies are set out in the Financial review within the Strategic report, and also in note 7 to the Group financial statements.
Political donations
Experian did not make any political donations during the year ended 31 March 2022.
Going concern
Details of the adoption of the going concern basis in preparing the Group financial statements are set out in note 2 to the Group financial statements, and are incorporated into this report by reference. For details of the adoption of the going concern basis in preparing the Company financial statements, see note B.
Directors
Information on directors holding office in the year
The directors’ names, biographical details, and skills and experience are shown in the Board of directors section. Particulars of directors’ remuneration, service contracts and interests in the Company’s ordinary shares are shown in the Report on directors’ remuneration. There were no changes in the directors’ interests (as at 31 March 2022) in the ordinary shares between the end of the financial year and 17 May 2022.
In line with the UK Corporate Governance Code, as at the date of this report, all directors (with the exception of Deirdre Maughan and George Rose, who have completed nine years of tenure, and Kerry Williams, all of whom will retire from the Board with effect from the conclusion of the AGM on 21 July 2022), being eligible, will offer themselves for re-election at the 2022 AGM.
An evaluation of the performance of the Board, its committees and individual directors was carried out during the financial year. The Board is satisfied that all directors seeking re-election contribute effectively and demonstrate commitment to their roles.# Experian plc Annual Report 2022
Governance
Directors’ report continued
Corporate governance report
The Corporate governance report contains further details of the evaluation process.
Insurance and third-party indemnification
During the year and up to the date of approval of this Annual Report, the Company maintained liability insurance and third-party indemnification provisions for its directors and officers.
Appointment and removal of directors
Both the Company, by ordinary resolution, and the directors, may elect any person to be a director. The number of directors shall not exceed the maximum number fixed by the Company’s articles of association. Any person appointed by the directors shall hold office only until the next AGM and shall then be eligible for election. The office of a director shall be vacated on the occurrence of any of the events listed in article 92 of the Company’s articles of association. The Company may, in accordance with its articles of association, remove any director from office and elect another person in their place.
Annual General Meeting
The Company’s 2022 AGM will be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland, at 9.30am on Thursday 21 July 2022. Shareholders who are unable to attend may submit questions beforehand via email to [email protected] or on the pre-paid cards sent with the notice of the meeting. The questions will be addressed at the meeting, via the Company’s website at www.experianplc.com or individually as appropriate. The notice of meeting has been circulated or made available to shareholders and can also be viewed on the Company’s website.
Share capital information
Rights and obligations
The rights and obligations attaching to the ordinary and deferred shares are set out in note Q to the Company financial statements and in the Company’s articles of association, a copy of which can be obtained from the Experian website, www.experianplc.com. The Company’s articles of association may be amended by passing a special resolution.
147
Experian plc Annual Report 2022
Governance
Directors’ report continued
ADR programme
The Company has a Level 1 American Depositary Receipt (ADR) programme in the USA, for which J.P. Morgan Chase Bank, N.A. acts as depositary. The ADRs are traded on the highest tier of the US over-the-counter market, OTCQX, with each ADR representing one Experian plc ordinary share. Further details are given in the Shareholder and corporate information section.
Substantial shareholdings
The Company’s articles of association oblige shareholders to comply with the notification obligations contained in the UK Disclosure Guidance and Transparency Rules sourcebook. As at 17 May 2022, the Company had not been notified of any interests in its issued ordinary share capital or voting rights in respect of the year.
Restrictions on transfers of shares and/or voting rights
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights and, apart from the matters described below, there are no restrictions on the transfer of the Company’s ordinary shares and/or voting rights:
- Certain restrictions on transfers of shares may from time to time be imposed by, for example, share dealing regulations. In certain situations, directors and certain employees must seek the Company’s approval to deal in its shares.
- Some of Experian’s share-based employee incentive plans include restrictions on the transfer of shares, while the shares are subject to the plan concerned.
- As described in the Report on directors’ remuneration, non-executive directors must hold a proportion of their fees in shares, equal to their annual fee. These shares may not normally be transferred during their period of office.
- Where participants in a share-based employee incentive plan operated by Experian are the beneficial owners of the shares but not the registered owner, the voting rights are normally exercised by the registered owner at the direction of the participant.
- Shares carry no voting rights while they are held in treasury.
- The deferred shares in the Company carry no voting rights.
- Unless the directors determine otherwise, members are not entitled to vote personally or by proxy at a shareholders’ meeting, or to exercise any other member’s right in relation to shareholders’ meetings, in respect of any share for which any call or other sum payable to the Company remains unpaid.
- Unless the directors determine otherwise, members are not entitled to vote personally or by proxy at a shareholders’ meeting, or to exercise any other member’s right in relation to shareholders’ meetings, if the member fails to provide the Company with the required information concerning interests in those shares, within the prescribed period after being served with a notice under the Company’s articles of association.
- The Company’s articles of association state that, except for certain limited circumstances, if the number of shares in the Company beneficially owned by residents of the USA exceeds a defined permitted maximum and the directors give notice to the holder(s) of such shares, the shares do not give their holder(s) the right to receive notice of, attend or vote at the Company’s general meetings.
Details of deadlines for voting at the 2022 AGM are contained in the notice of meeting that has been circulated or made available to shareholders, and which can also be viewed at the Company’s website.
Purchase, cancellation and holdings of own shares
The existing authority for the Company to purchase its own shares was given at the AGM held on 21 July 2021. It permits the Company to purchase 92,324,440 of its own shares in the market. On 19 May 2021, the Company announced its intention to repurchase shares, through a net US$150m share repurchase programme. During the year ended 31 March 2022, the Company purchased 2,705,315 of its own shares, at a cost of US$109m (with 1,941,740 shares purchased before the 2021 AGM). All shares purchased have been retained as treasury shares.
On 26 May 2021, the Company transferred 6,000,000 ordinary shares from treasury to Computershare Trustee (Jersey) Limited, the trustee of the Experian plc Employee Share Trust, for nil consideration, to be used to meet obligations under employee share plans.
On 7 June 2021, the Company transferred 546,914 ordinary shares from treasury to Computershare Investor Services plc and Computershare Trustee (Jersey) Limited, the administrator and trustee respectively of Experian’s share plans, for nil consideration, to be used to meet obligations under employee share plans.
As at the date of approval of this Annual Report, the Company holds 48,436,414 (2021: 52,278,013) of its own shares as treasury shares, and had an unexpired authority to purchase up to 92,324,440 of its own shares.
Details of the new authority being requested at the 2022 AGM are contained in the circular to shareholders, which either accompanies this Annual Report or is available on the Company’s website at www.experianplc.com.
Details of the shares in the Company purchased by and held under The Experian plc Employee Share Trust and the Experian UK Approved All Employee Share Plan are set out in note R to the Company financial statements.
Significant agreements – change of control
The Group is party to a number of agreements that take effect, alter, terminate, or have the potential to do so, upon a change of control of the Company following a takeover bid. These agreements are as follows:
- The Group’s banking facilities contain provisions which, in the event of a change of control, could result in their renegotiation or withdrawal.
- The Group’s Euronotes allow holders to require repayment of the notes, if a rating agency re-rates the notes to below investment grade, following a change of control.
- All of Experian’s share-based employee incentive plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable, subject to satisfaction of any performance conditions at that time.
- The Group is party to a limited number of operational arrangements that can be terminated or altered upon a change of control of the Company, but these are not considered to be individually significant to the Group’s business as a whole. In certain cases, it is considered that their disclosure would be seriously prejudicial to the Company.
Experian plc Governance
148
Employment information
Employment of people with disabilities
People with disabilities have equal opportunities when applying for vacancies. In addition to complying with legislative requirements, the Group has procedures to ensure it treats disabled employees fairly and manages their training and career development needs carefully.# Statement of Directors' Responsibilities
The directors are responsible for:
-
Preparing the Annual Report, the Group and Company financial statements in accordance with applicable law and regulations. The directors have decided to prepare voluntarily a directors’ remuneration report in accordance with Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 made under the UK Companies Act 2006, as if those requirements applied to the Company.
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Preparing financial statements which give a true and fair view of the state of affairs at the balance sheet date, and the profit or loss for the period then ended of (a) the Group (in accordance with IFRSs as adopted for use in the European Union and UK-adopted IFRS and IASB-IFRS), and (b) the Company (in accordance with UK Accounting Standards including FRS 101 ‘Reduced Disclosure Framework’).
-
Keeping sufficient accounting records that disclose, with reasonable accuracy, at any time, the financial position of the Group and the Company and enable them to ensure the Group financial statements comply with applicable laws.
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Maintaining such internal control as they determine is necessary to enable the preparation of financial statements free from material misstatement, whether due to fraud or error, and have general responsibility for taking the steps reasonably open to them to safeguard the assets of the Group and the Company and to prevent and detect fraud and other irregularities.
-
The maintenance and integrity of the statutory and audited information on the Company’s website.
Jersey legislation and UK regulations governing the preparation and dissemination of financial statements may differ from requirements in other jurisdictions.
In addition, the directors consider that, in preparing the financial statements:
- suitable accounting policies have been selected and applied consistently;
- judgments and estimates made have been reasonable, relevant and reliable;
- the Group financial statements comply with IFRSs as adopted for use in the European Union and UK-adopted IFRS and IASB-IFRS;
- the Company financial statements comply with UK Accounting Standards including FRS 101 ‘Reduced Disclosure Framework’, subject to any material departures disclosed and explained in the financial statements;
- the Group’s and Company’s ability to continue as a going concern has been assessed and, as applicable, matters related to going concern have been disclosed; and
- it is appropriate that the Group and Company financial statements have been prepared on the going concern basis, unless it is intended to liquidate the Company or any Group company, or to cease operations or there is no realistic alternative to do so.
The directors also confirm that, to the best of their knowledge, the financial statements are prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and the Strategic report contains a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.
In addition, each of the directors considers that the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.
By order of the Board
Charles Brown
Company Secretary
17 May 2022
Corporate headquarters:
Newenham House
Northern Cross
Malahide Road
Dublin 17
D17 AY61
Ireland
Registered office:
22 Grenville Street
St Helier
Jersey
JE4 8PX
Channel Islands
149 Experian plc Annual Report 2022
Governance Experian plc Financial statements 150
Financial statements
In this section
152 Independent auditor’s report
Group financial statements
159 Group income statement
160 Group statement of comprehensive income
161 Group balance sheet
162 Group statement of changes in equity
163 Group cash flow statement
Notes to the Group financial statements
164 1. Corporate information
164 2. Basis of preparation
164 3. Recent accounting developments
164 4. Significant accounting policies
171 5. Critical accounting estimates, assumptions and judgments
172 6. Use of non-GAAP measures in the Group financial statements
173 7. Financial risk management
176 8. Revenue
177 9. Segment information
182 10. Foreign currency
182 11. Labour costs and employee numbers – continuing operations
183 12. Amortisation and depreciation charges
183 13. Fees payable to the Company’s auditor
184 14. Exceptional items and other adjustments made to derive Benchmark PBT – continuing operations
185 15. Net finance costs
187 16. Tax charge
188 17. Discontinued operations
188 18. Earnings per share disclosures
189 19. Dividends on ordinary shares
190 20. Goodwill
192 21. Other intangible assets
193 22. Property, plant and equipment
194 23. Investments in associates
194 24. Trade and other receivables
195 25. Cash and cash equivalents – excluding bank overdrafts
196 26. Trade and other payables
196 27. Borrowings
197 28. Net debt (non-GAAP measure)
199 29. Leases
200 30. Financial assets and liabilities
205 31. Fair value methodology
205 32. Contractual undiscounted future cash flows for financial liabilities
206 33. Share incentive plans
208 34. Post-employment benefit plans and related risks
209 35. Post-employment benefits – IAS 19 information
212 36. Deferred and current tax
214 37. Provisions
214 38. Called-up share capital and share premium account
214 39. Retained earnings and other reserves
216 40. Notes to the Group cash flow statement
218 41. Acquisitions
219 42. Assets classified as held-for-sale
219 43. Disposal
219 44. Capital commitments
220 45. Contingencies
220 46. Related party transactions
221 47. Events occurring after the end of the reporting period
Company financial statements
222 Company profit and loss account
222 Company statement of comprehensive income
223 Company balance sheet
224 Company statement of changes in equity
225 Notes to the Company financial statements
151 Experian plc Annual Report 2022
Financial statements# Independent auditor's report
Our opinion is unmodified. We have audited the financial statements of Experian plc (“the Company”) for the year ended 31 March 2022 which comprise the Group income statement, Group statement of comprehensive income, Group balance sheet, Group statement of changes in equity, Group cash flow statement, Company profit and loss account, Company statement of comprehensive income, Company balance sheet, Company statement of changes in equity and the related notes, including the accounting policies in note 4 to the Group financial statements and note E to the Company financial statements.
In our opinion:
a the Group financial statements give a true and fair view, in accordance with both the International Financial Reporting Standards as adopted by the European Union (“EU-IFRS”) and UK-adopted international accounting standards (“UK-IFRS”), of the state of the Group’s affairs as at 31 March 2022 and of its profit for the year then ended;
a the parent Company financial statements give a true and fair view, in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework, of the state of the parent Company’s affairs as at 31 March 2022 and of its profit for the year then ended; and
a the financial statements have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Additional opinion in relation to IFRS as adopted by the International Accounting Standards Board (“IASB”)
As explained in note 2 to the Group financial statements, the Group, in addition to applying both UK-IFRS and EU-IFRS, has also applied IFRS as issued by the IASB. In our opinion, the Group financial statements have been properly prepared in accordance with IFRS as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Our audit opinion is consistent with our report to the Audit Committee.
We were first appointed as auditor by the shareholders on 20 July 2016. The period of total uninterrupted engagement is for the six financial years ended 31 March 2022.
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard that would apply to listed UK public interest entities. No non-audit services prohibited by that standard were provided.
Overview
| US$61m (2021: US$48m) | 4.2% (2021: 4.5%) of Group profit before tax (continuing operations) | |
|---|---|---|
| Materiality: Group financial statements as a whole | ||
| Coverage | 90% (2021: 93%) of Group profit before tax (continuing operations) | |
| 89% (2021: 89%) of Group revenue | ||
| 90% (2021: 89%) of Group total assets | ||
| Key audit matters vs 2021 | Recurring risks | |
| Uncertain tax positions | ||
| Recoverability of goodwill in respect of the EMEA and APAC cash generating units | ||
| Provisions for litigation and contingent liabilities | ||
| Recoverability of the parent Company’s investment in subsidiaries |
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
We summarise below the key audit matters (unchanged from 2021), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and our findings (“our results”) from those procedures in order that the Company’s members, as a body, may better understand the process by which we arrived at our audit opinion. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.
The risk
Uncertain tax positions (US$293m; 2021: US$350m)
Refer to the Audit Committee Report within the Corporate Governance Report and the Group financial statements notes 4, 5, 16, 36 and 45(a).
Dispute outcome: The Group operates in a number of territories worldwide with complex local and international tax legislation. Significant uncertainties arise over ongoing tax matters in the UK, North America and Brazil. Tax provisioning for uncertain tax positions is judgemental and requires estimates to be made in relation to existing and potential tax matters. The effect of these matters is that, as part of our risk assessment, we determined that uncertain tax provisions have a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount.
Our response
We performed the tests below rather than seeking to rely on any of the Group's controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described.
Our audit procedures included:
- Our tax expertise: We used our own tax specialists to perform an assessment of the Group’s tax positions through the inspection of correspondence with the relevant tax authorities and critically assessed the advice that the Group has received from external advisors. We challenged the assumptions applied using our own expectations based on our knowledge of the Group and considered relevant judgements passed by authorities; and
- Assessing transparency: We assessed the adequacy of the Group’s disclosures in respect of uncertain tax positions.
Our results
We found the level of tax provisioning and disclosures to be acceptable (2021 result: acceptable).
The risk
Recoverability of goodwill in respect of the EMEA and APAC CGUs (US$737m; 2021: US$799m)
Refer to the Audit Committee report within the Corporate Governance Report and the Group financial statements notes 4, 5 and 20.
Forecast based assessment: The estimated recoverable amount of the EMEA and APAC cash generating units (“CGUs”) provide relatively low headroom compared to the Group’s other CGUs where there is significant headroom between the value in use and carrying value of CGU assets. The carrying values of both CGUs are sensitive to changes in key assumptions, principally relating to short and long-term revenue growth, future profitability and discount rates, which could have a material impact on the carrying value of the associated goodwill. The effect of these matters is that, as part of our risk assessment, we determined that the recoverability of the EMEA and APAC goodwill has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole. The financial statements (note 20) disclose the sensitivity estimated by the Group.
Our response
We performed the tests below rather than seeking to rely on any of the Group's controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described.
Our audit procedures included:
- Assessing methodology: We assessed whether the principles and integrity of the cash flow model used to estimate their recoverable amounts is in accordance with the relevant accounting standards;
- Challenging growth assumptions: We challenged the Group’s assumptions and obtaining support, such as board-approved strategy plans, as well as corroborating long term growth rates to external sources;
- Our sector experience: We critically assessed the appropriateness of the discount rates applied through the use of our valuations specialists;
- Sensitivity analysis: We performed both breakeven and plausible scenario sensitivity analysis on the key assumptions noted above to identify sensitivity to potential impairments;
- Historical comparisons: We evaluated the track record of historical assumptions used against actual results achieved; and
- Assessing transparency: We assessed whether the Group’s disclosures about the sensitivity of the outcome of the impairment assessment to a reasonably possible change in key assumptions reflected the risks inherent in the valuation of goodwill.
Our results
We found the Group’s conclusion that there is no impairment of goodwill for the EMEA and APAC CGUs to be acceptable (2021 result: acceptable).
The risk
Provisions for litigation and contingent liabilities (US$16m; 2021: US$10m)
Refer to the Audit Committee Report within the Corporate Governance Report and the Group financial statements notes 5, 37 and 45.
Dispute outcome: The Group operates in an industry with continuously increasing levels of regulation, including the General Data Protection Regulation in the European Union and United Kingdom, Federal Consumer Financial Laws in North America and various federal and state legislative developments in Brazil, which increase the potential for regulatory breaches and penalties. High levels of consumer litigation continue in North America and Brazil as well as the current regulatory investigations in North America, the UK and Brazil. We do not assess there to be a significant risk in relation to estimation uncertainty. This is because the current outstanding litigation relates to either contingent liabilities which are not estimates or provisions for settlement which do not result in estimates that have material possible ranges.
To the members of Experian plc
Experian plc
Financial statements
152# Independent Auditor's Report
2. Key audit matters: our assessment of risks of material misstatement continued
However, the judgement around disclosures of contingent liabilities remains a significant risk. We performed the tests below rather than seeking to rely on any of the Group's controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Our audit procedures included:
- Enquiry of lawyers: On all significant legal cases, where appropriate, we assessed correspondence and enquired with the Group’s external lawyers to corroborate our understanding of these matters, accompanied by discussions with the Group’s internal counsel, as well as challenging the Group’s assumptions on the likelihood and quantum of potential cash outflows.
- Challenging judgement: We obtained detailed updates from the Group around existing and potential legal claims and challenged the key judgements and assumptions made in assessing whether a provision is required and/or whether a contingent liability disclosure is required based on our knowledge of the Group and experience of the industry in which it operates.
- Historical comparisons: We compared the outcomes of historical legal cases to current cases with similar fact patterns.
- Assessing transparency: We assessed whether the Group’s disclosures detailing significant legal proceedings adequately disclose the potential liabilities of the Group.
Our results
The results of our testing were satisfactory and we consider the provisions for litigation recognised and contingent liability disclosures made to be acceptable (2021 result: acceptable).
2. Key audit matters: our assessment of risks of material misstatement continued
| The risk | Our response # Independent auditor's report
3. Our application of materiality and an overview of the scope of our audit continued
We have read the Group’s disclosure of climate related information in the front half of the Annual Report as set out on pages 64 to 73 and considered consistency with the financial statements and our audit knowledge.
| Group profit before tax (continuing operations) | US$1,447m (2021: US$1,077m) | ||
| Group revenue | |||
| Total profits and losses that make up Group profit before tax (continuing operations) | US$61m | ||
| Group materiality | US$61m (2021: US$48m) | Whole Financial Statements materiality | |
| US$3m | (2021: US$48m) | ||
| Profit before tax (continuing operations) | Group materiality | ||
| Misstatements reported to the Audit Committee | US$45m (2021: US$2.4m) | ||
| Range of materiality at three reporting components | US$13m to US$45m (2021: US$9m to US$36m) | ||
| Full scope for Group audit purposes 2022 | 89% | Full scope for Group audit purposes 2021 | |
| Residual components | 89% | ||
| Group total assets | 90% |
| 2022 | 2021 | |
|---|---|---|
| Full scope for Group audit purposes | 89% | 89% |
| Residual components | 11% | 11% |
| Group total assets | 90% | 89% |
| Full scope for Group audit purposes | 90% | 93% |
| Residual components | 7% | 10% |
| Group total assets | 90% | 93% |
155
Experian plc Annual Report 2022
Financial statements
5. Going concern
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the parent Company or to cease their operations, and as they have concluded that the Group’s and the parent Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Group’s and parent Company’s financial resources or ability to continue operations over the going concern period. The risk that we considered most likely to adversely affect the Group’s and parent Company’s available financial resources and metrics relevant to debt covenants over this period is the loss or inappropriate use of data or systems, leading to serious reputational and brand damage, legal penalties and class action litigation.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Group’s current and projected cash and facilities (a reverse stress test). We also assessed the completeness of the going concern disclosure.
Our conclusions based on this work: we consider that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; we have not identified, and concur with the Directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or parent Company's ability to continue as a going concern for the going concern period; and we have nothing material to add or draw attention to in relation to the Directors’ statement in note 2 to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and parent Company’s use of that basis for the going concern period, and we found the going concern disclosure in note 2 to be acceptable.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the parent Company will continue in operation.
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
- Enquiring of Directors, the Audit Committee, Internal Audit and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.
- Reading Board, Audit Committee, Remuneration Committee, Nomination and Corporate Governance Committee minutes.
- Considering remuneration incentive schemes and performance targets for management and Directors including the targets for management remuneration linked to the Co-investment Plans and Performance Share Plan share incentive plans.
- Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group audit team to full scope component audit teams of relevant fraud risks identified at the Group level and request to full scope component audit teams to report to the Group audit team any instances of fraud that could give rise to a material misstatement in the Group financial statements.
As required by auditing standards, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular non-transactional revenue recorded in the wrong period, and the risk that Group and component management may make inappropriate accounting entries. We did not identify any additional fraud risks. We also performed procedures including:
- Identifying journal entries to test for all full scope components and central entities based on risk criteria and comparing the identified entries to supporting documentation. These included those posted with key descriptive words and those posted to unusual accounts.
- Assessing when non-transactional revenue was recognised in all full scope components, particularly focusing on revenue recognised in the days before the year end date, and whether it was recognised in the correct year.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the Directors (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence and discussed with the Directors the policies and procedures regarding compliance with laws and regulations. As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the Group audit team to full scope component audit teams of relevant laws and regulations identified at the Group level and a request for full scope component auditors to report to the Group audit team any instances of non-compliance with laws and regulations that could give rise to a material misstatement in the Group financial statements.
The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation as set out by Companies (Jersey) Law 1991, taxation legislation and pension legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Independent auditor's report continued
Experian plc Financial statements
156
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: data protection legislation, health and safety, anti-bribery, employment law and certain aspects of company legislation recognising the financial and regulated nature of the Group’s activities.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. Further detail in respect of the provisions for litigations, contingent liabilities and uncertain tax positions is set out in the key audit matter disclosures in section 2 of this report.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards.# Independent Auditor's Report
For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
7. We have nothing to report on the other information in the Annual Report
The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.
Report on Directors’ Remuneration
In addition to our audit of the financial statements, the Directors have engaged us to audit the information in the Report on Directors’ Remuneration that is described as having been audited, which the Directors have decided to prepare as if the Company were required to comply with the requirements of Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (S.I. 2008 No. 410) made under the UK Companies Act 2006. In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the UK Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge. Based on those procedures, we have nothing material to add or draw attention to in relation to:
a the Directors’ confirmation within the Viability Statement on page 94 that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
a the Risk management and principal risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed and mitigated; and
a the Directors’ explanation in the Viability Statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s and parent Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate governance disclosures and the financial statements and our audit knowledge. Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit knowledge:
a the Directors’ statement that they consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy;
a the section of the Annual Report describing the work of the Audit Committee, including the significant issues that the Audit Committee considered in relation to the financial statements, and how these issues were addressed; and
a the section of the Annual Report that describes the review of the effectiveness of the Group’s risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect.
157 Experian plc Annual Report 2022
Financial statements
- We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act (Jersey) Law 1991, we are required to report to you if, in our opinion:
a proper accounting records have not been kept by the Company;
a proper returns adequate for our audit have not been received from branches not visited by us;
a the Company’s financial statements and the part of the Report on Directors’ Remuneration which we were engaged to audit are not in agreement with the accounting records and returns; or
a we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
- Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 149, the Directors are responsible for:
- the preparation of the financial statements including being satisfied that they give a true and fair view;
- such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error;
- assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
- using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company will be including these financial statements in an annual financial report prepared using the single electronic reporting format specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with that format.
- The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991 and the terms of our engagement by the Company. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report, and the further matters we are required to state to them in accordance with the terms agreed with the Company, and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Andrew Bradshaw (Senior Statutory Auditor)
for and on behalf of KPMG LLP
Chartered Accountants and Recognized Auditor
15 Canada Square
London E14 5GL
United Kingdom
17 May 2022
Independent auditor's report continued
Experian plc Financial statements 158
| Notes | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Benchmark 1 | Non-benchmark 2 | Total | Benchmark 1 | Non-benchmark 2 | Total | ||
| US$m | US$m | US$m | US$m | US$m | US$m | ||
| Revenue | 8, 9 | 6,288 | — | 6,288 | 5,372 | — | 5,372 |
| Labour costs | 11(a) | (2,302) | (11) | (2,313) | (1,965) | (30) | (1,995) |
| Data and information technology costs | (1,000) | — | (1,000) | (861) | — | (861) | |
| Amortisation and depreciation charges | 12 | (484) | (174) | (658) | (453) | (138) | (591) |
| Marketing and customer acquisition costs | (503) | — | (503) | (417) | — | (417) | |
| Other operating charges | (357) | (88) | (445) | (295) | (150) | (445) | |
| Total operating expenses | (4,646) | (273) | (4,919) | (3,991) | (318) | (4,309) | |
| Net profit on disposal of business and associates | 14(b), 14(c) | — | 47 | 47 | — | 120 | 120 |
| Operating profit/(loss) | 1,642 | (226) | 1,416 | 1,381 | (198) | 1,183 | |
| Finance income | 15 | 169 | 184 | 12 | — | 12 | |
| Finance expense | (125) | — | (125) | (133) | (6) | (139) | |
| Net finance income/(costs) | 15 | (110) | 169 | 59 | (121) | (6) | (127) |
| Share of post-tax (loss)/profit of associates | 3 | (31) | (28) | 5 | 16 | 21 | |
| Profit/(loss) before tax | 9 | 1,535 | (88) | 1,447 | 1,265 | (188) | 1,077 |
| Tax (charge)/credit | 16 | (394) | 98 | (296) | (328) | 53 | (275) |
| Profit/(loss) for the financial year from continuing |
| Notes | US cents | US cents | US cents | US cents | US cents | US cents |
|---|---|---|---|---|---|---|
| Earnings/(loss) per share | ||||||
| Basic | 18(a) | 124.5 | 3.0 | 127.5 | 103.1 | (14.9) |
| Diluted | 18(a) | 123.6 | 2.9 | 126.5 | 102.3 | (14.7) |
| Earnings/(loss) per share from continuing operations | ||||||
| Basic | 18(a) | 124.5 | 1.2 | 125.7 | 103.1 | (14.9) |
| Diluted | 18(a) | 123.6 | 1.2 | 124.8 | 102.3 | (14.7) |
| Benchmark PBT per share | 1,3 | 167.9 | 139.0 | |||
| Full-year dividend per share | 1 | 19 | 51.75 | 47.00 |
1 Total Benchmark EBIT, Benchmark PBT per share and Full-year dividend per share are non-GAAP measures, defined in note 6.
2 The loss before tax for non-benchmark items of US$88m (2021: US$188m) comprises a net credit for Exceptional items of US$21m (2021: US$35m) and net charges for other adjustments made to derive Benchmark PBT of US$109m (2021: US$223m). Further information is given in note 14.
3 Benchmark PBT per share is calculated by dividing Benchmark PBT of US$1,535m (2021: US$1,265m) by the weighted average number of ordinary shares of 914 million (2021: 910 million). The amount is stated in US cents per share.
Group statement of comprehensive income for the year ended 31 March 2022
| Notes | 2022 US$m | 2021 US$m |
|---|---|---|
| Profit for the financial year | 1,167 | 802 |
| Other comprehensive income | ||
| Items that will not be reclassified to profit or loss: | ||
| Remeasurement of post-employment benefit assets and obligations (note 35(b)) | 121 | 12 |
| Changes in the fair value of investments revalued through OCI | 5 | 11 |
| Deferred tax charge | (22) | (1) |
| Items that will not be reclassified to profit or loss | 104 | 12 |
| Items that are or may be reclassified subsequently to profit or loss: | ||
| Currency translation gains | 35 | 70 |
| Cumulative currency translations in respect of divestments reclassified to profit or loss | 14 | — |
| Fair value (loss)/gain on cash flow hedge | (24) | 35 |
| Hedging loss/(gain) reclassified to profit or loss | 26 | (33) |
| Items that are or may be reclassified subsequently to profit or loss | 51 | 72 |
| Other comprehensive income for the financial year | 155 | 84 |
| Total comprehensive income for the financial year | 1,322 | 886 |
| Attributable to: | ||
| Owners of Experian plc | 1,320 | 881 |
| Non-controlling interests | 2 | 5 |
| Total comprehensive income for the financial year | 1,322 | 886 |
1 Amounts reported within Other comprehensive income (OCI) are in respect of continuing operations and, except as reported for post-employment benefit assets and obligations, there is no associated tax. Currency translation items, not reclassified to profit or loss, are recognised in the hedging or translation reserve within other reserves and in non-controlling interests. Other items within Other comprehensive income are recognised in retained earnings.
Group balance sheet at 31 March 2022
| Notes | 2022 US$m | 2021 US$m |
|---|---|---|
| Non-current assets | ||
| Goodwill | 20 | 5,737 |
| Other intangible assets | 21 | 2,214 |
| Property, plant and equipment | 22 | 415 |
| Investments in associates | 23 | 4 |
| Deferred tax assets | 36(a) | 46 |
| Post-employment benefit assets | 35(a) | 216 |
| Trade and other receivables | 24(a) | 133 |
| Financial assets revalued through OCI | 30(a) | 375 |
| Other financial assets | 30(b) | 81 |
| 9,221 | ||
| Current assets | ||
| Trade and other receivables | 24(a) | 1,409 |
| Current tax assets | 36(b) | 37 |
| Other financial assets | 30(b) | 7 |
| Cash and cash equivalents – excluding bank overdrafts | 25(a) | 179 |
| 1,632 | ||
| Assets classified as held-for-sale | 42 | 41 |
| 1,673 | ||
| Current liabilities | ||
| Trade and other payables | 26(a) | (1,744) |
| Borrowings | 27(a) | (57) |
| Current tax liabilities | 36(b) | (109) |
| Provisions | 37 | (33) |
| Other financial liabilities | 30(b) | (22) |
| (1,965) | ||
| Net current liabilities | (292) | |
| Total assets less current liabilities | 8,929 | |
| Non-current liabilities | ||
| Trade and other payables | 26(a) | (248) |
| Borrowings | 27(a) | (4,039) |
| Deferred tax liabilities | 36(a) | (353) |
| Post-employment benefit obligations | 35(a) | (52) |
| Provisions | 37 | (4) |
| Other financial liabilities | 30(b) | (226) |
| (4,922) | ||
| Net assets | 4,007 | |
| Equity | ||
| Called-up share capital | 38 | 96 |
| Share premium account | 38 | 1,780 |
| Retained earnings | 39(a) | 20,157 |
| Other reserves | 39(b) | (18,064) |
| Attributable to owners of Experian plc | 3,969 | |
| Non-controlling interests | 38 | 38 |
| Total equity | 4,007 |
These financial statements were approved by the Board on 17 May 2022 and were signed on its behalf by:
Kerry Williams
Director
Group statement of changes in equity for the year ended 31 March 2022
| Called-up share capital (Note 38) US$m | Share premium account (Note 38) US$m | Retained earnings (Note 39) US$m | Other reserves (Note 39) US$m | Attributable to owners of Experian plc US$m | Non-controlling interests US$m | Total equity US$m | |
|---|---|---|---|---|---|---|---|
| At 1 April 2020 | 96 | 1,574 | 18,826 | (18,221) | 2,275 | 6 | 2,281 |
| Comprehensive income: | |||||||
| Profit for the financial year | — | — | 803 | — | 803 | (1) | 802 |
| Other comprehensive income for the financial year | — | — | — | 12 | 12 | 6 | 78 |
| Total comprehensive income for the financial year | — | — | 803 | 12 | 815 | 5 | 886 |
| Transactions with owners: | |||||||
| Employee share incentive plans: | |||||||
| – value of employee services | — | — | 106 | — | 106 | — | 106 |
| – shares issued on vesting | — | 19 | — | — | 19 | — | 19 |
| – other vesting of awards and exercises of share options | — | — | (75) | 87 | 12 | — | 12 |
| – related tax credit | — | — | 2 | — | 2 | — | 2 |
| – other payments | — | — | (6) | — | (6) | — | (6) |
| Shares delivered as consideration for acquisition | — | 163 | — | 90 | 253 | — | 253 |
| Non-controlling interests arising on business combinations | — | — | (34) | — | (34) | 24 | (10) |
| Recognition of non-controlling interests on acquisition | — | — | — | — | — | 4 | 4 |
| Dividends paid | — | — | (427) | — | (427) | (1) | (428) |
| Transactions with owners | — | 182 | (434) | 177 | (75) | 27 | (48) |
| At 31 March 2021 | 96 | 1,756 | 19,207 | (17,978) | 3,081 | 38 | 3,119 |
| Called-up share capital (Note 38) US$m | Share premium account (Note 38) US$m | Retained earnings (Note 39) US$m | Other reserves (Note 39) US$m | Attributable to owners of Experian plc US$m | Non-controlling interests US$m | Total equity US$m | |
|---|---|---|---|---|---|---|---|
| At 1 April 2021 | 96 | 1,756 | 19,207 | (17,978) | 3,081 | 38 | 3,119 |
| Comprehensive income: | |||||||
| Profit for the financial year | — | — | 1,165 | — | 1,165 | 2 | 1,167 |
| Other comprehensive income for the financial year | — | — | — | 118 | 118 | — | 118 |
| Total comprehensive income for the financial year | — | — | 1,165 | 118 | 1,283 | 2 | 1,322 |
| Transactions with owners: | |||||||
| Employee share incentive plans: | |||||||
| – value of employee services | — | — | 149 | — | 149 | — | 149 |
| – shares issued on vesting | — | 24 | — | — | 24 | — | 24 |
| – purchase of shares by employee trusts | — | — | — | (61) | (61) | — | (61) |
| – other vesting of awards and exercises of share options | — | — | (40) | 49 | 9 | — | 9 |
| – other payments | — | — | (4) | — | (4) | — | (4) |
| Purchase of shares held as treasury shares | — | — | — | (111) | (111) | — | (111) |
| Transactions with non-controlling interests | — | — | 6 | — | 6 | — | 6 |
| Dividends paid | — | — | (444) | — | (444) | (2) | (446) |
| Transactions with owners | — | 24 | (333) | (123) | (432) | (2) | (434) |
| At 31 March 2022 | 96 | 1,780 | 20,157 | (18,064) | 3,969 | 38 | 4,007 |
Group cash flow statement for the year ended 31 March 2022
| Notes | 2022 US$m | 2021 US$m |
|---|---|---|
| Cash flows from operating activities | ||
| Cash generated from operations | 40(a) | 2,270 |
| Interest paid | (127) | (119) |
| Interest received | 6 | 4 |
| Dividends received from associates | 13 | 17 |
| Tax paid | (366) | (236) |
| Net cash inflow from operating activities – continuing operations | 1,796 | 1,488 |
| Net cash inflow from operating activities – discontinued operations | 17 | 1 |
| Net cash inflow from operating activities | 1,797 | 1,488 |
| Cash flows from investing activities | ||
| Purchase of other intangible assets | 40(c) | (445) |
| Purchase of property, plant and equipment | (63) | (48) |
| Sale of property, plant and equipment | 23 | 1 |
| Purchase of other financial assets | (32) | (31) |
| Sale of other financial assets | 12 | 24 |
| Distributions received on financial assets held as investments | 2 | — |
| Acquisition of subsidiaries, net of cash acquired | 40(d) | (736) |
| Disposal of investment in associates | 14(c), 23 | 12 |
| Repayment of promissory note and interest by associate | 23 | 110 |
| Disposal of operations | 43 | (1) |
| Net cash flows used in investing activities | (1,118) | (827) |
| Cash flows from financing activities | ||
| Cash inflow in respect of shares issued | 40(e) | 24 |
| Cash outflow in respect of share purchases | 40(e) | (173) |
| Other payments on vesting of share awards | (4) | (6) |
| Settlement of put options held over shares in subsidiaries | 40(d) | (4) |
| Transactions in respect of non-controlling interests | 40(d) | (1) |
| New borrowings | 571 | 1,011 |
| Repayment of borrowings | (583) | (1,337) |
| Principal lease payments | (57) | (56) |
| Net (payments)/receipts for cross-currency swaps and foreign exchange contracts | (16) | 54 |
| Net receipts from equity swaps | 2 | 6 |
| Dividends paid | (446) | (428) |
| Net cash flows used in financing activities | (687) | (747) |
| Net decrease in cash and cash equivalents | (8) | (86) |
| Cash and cash equivalents at 1 April | 170 | 272 |
| Exchange movements on cash and cash equivalents | 14 | (16) |
| Cash and cash equivalents at 31 March | 40(f) | 176 |
Notes to the Group financial statements for the year ended 31 March 2022
1. Corporate information
Experian plc (the Company) is the ultimate parent company of the Experian group of companies (Experian or the Group). Experian is a leading global information services group. The Company is incorporated and registered in Jersey as a public company limited by shares and is resident in Ireland. The Company’s registered office is at 22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands. The Company’s ordinary shares are traded on the London Stock Exchange’s Regulated Market and have a Premium Listing.# Experian plc Financial statements
There has been no change in this information since the Annual Report for the year ended 31 March 2021.
2. Basis of preparation
The Group financial statements are:
a. prepared in accordance with the Companies (Jersey) Law 1991 and both UK-adopted International Accounting Standards (UK-IFRS) and International Financial Reporting Standards (IFRS or IFRSs) as adopted for use in the European Union (the EU) and IFRS Interpretations Committee interpretations (together EU-IFRS). The financial statements also comply with IFRS as issued by the International Accounting Standards Board (IASB). UK-IFRS, EU-IFRS and IFRS as issued by the IASB all differ in certain respects from each other; however, the differences have no material impact for the periods presented;
b. prepared on the going concern basis and under the historical cost convention, as modified for the revaluation of certain financial assets and financial liabilities;
c. presented in US dollars, the most representative currency of the Group’s operations, and generally rounded to the nearest million;
d. prepared using the principal exchange rates set out in note 10; and
e. designed to voluntarily include disclosures in line with those parts of the UK Companies Act 2006 applicable to companies reporting under that law.
There has been no change in the basis of preparation of the Group financial statements since the Annual Report for the year ended 31 March 2021. The use of critical accounting estimates and management judgment is required in applying the accounting policies. Areas involving a higher degree of judgment or complexity, or where assumptions and estimates are significant to the Group financial statements, are highlighted in note 5.
Going concern
In adopting the going concern basis for preparing these financial statements, the directors have considered the business activities, the principal risks and uncertainties and the other matters discussed in connection with the Viability statement. At 31 March 2022, the Group had undrawn committed bank borrowing facilities of US$2.6bn (2021: US$2.7bn) which have an average remaining tenor of three years (2021: four years). The directors believe that the Group and the Company are well placed to manage their financing and other business risks satisfactorily, and have a reasonable expectation that the Group and the Company will have adequate resources to continue their operational existence for at least 12 months from the date of signing these financial statements. The directors therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. In reaching this conclusion, the directors noted the Group’s strong cash performance in the year, and its resilience in the face of a viability reverse stress-test scenario.
3. Recent accounting developments
There have been no accounting standards, amendments or interpretations effective for the first time in these financial statements which have had a material impact on the financial statements.
Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9 ‘Financial Instruments’, IAS 39 ‘Financial Instruments: Recognition and Measurement’, IFRS 7 ‘Financial Instruments: Disclosures’ and IFRS 16 ‘Leases’ were effective for Experian from 1 April 2021 and had no material impact on the Group’s financial results. Phase 2 amendments provide relief from certain requirements in IFRS Standards. These reliefs relate to modifications of financial instruments, lease contracts or hedging relationships due to the transition from interbank offered rates (IBOR) to alternative benchmark interest rates.
If the basis for determining the contractual cash flows of a financial asset or financial liability measured at amortised cost, changed as a direct consequence of interest rate benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to that immediately preceding the change, the basis for determining the contractual cash flows is updated prospectively by revising the effective interest rate.
When changes are made to hedging instruments, hedged items and hedged risk as a result of interest rate benchmark reform, the Group updates the hedge documentation without discontinuing the hedging relationship and, in the case of a cash flow hedge, the amount accumulated in the cash flow hedge reserve is deemed to be based on the alternative benchmark rate on which the hedged future cash flows are determined.
Details of the derivative financial instruments affected by interest rate benchmark reform together with a summary of the actions taken by the Group to manage the risks relating to the reform are given in note 7.
There are no other new standards, amendments to existing standards, or interpretations that are not yet effective, that are expected to have a material impact on the Group’s financial results. Accounting developments are routinely reviewed by the Group and its financial reporting systems are adapted as appropriate.
4. Significant accounting policies
The significant accounting policies applied are summarised below. They have been applied consistently to both years presented. The explanations of these policies focus on areas where judgment is applied or which are particularly important in the financial statements.
For ease of reference, the content within this note is arranged as follows:
- sections (a) to (d) – content that applies generally to the preparation of these financial statements;
- sections (e) to (p) – balance sheet policies, to be read in conjunction with specific notes as indicated;
- sections (q) to (x) – income statement policies, to be read in conjunction with specific notes as indicated; and
- section (y) – the policy and presentation principles adopted for disclosing segment information, in accordance with IFRS 8 ‘Operating Segments’.
(a) Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and its subsidiary undertakings.
Subsidiaries
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date that the Group no longer has control. All business combinations are accounted for using the acquisition method. Intra-Group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries and segments are consistent with the policies adopted by the Group for the purposes of the Group’s consolidation. The Group financial statements incorporate the financial statements of the Company and its subsidiary undertakings for the year ended 31 March 2022. A full list of subsidiary undertakings is given in note T to the Company financial statements.
Associates
Interests in associates are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the Group financial statements include the Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence ceases. Gains or losses on disposal are recognised within operating profit.
Non-controlling interests
The non-controlling interests in the Group balance sheet represent the share of net assets of subsidiary undertakings held outside the Group. The movement in the year comprises the profit attributable to such interests together with any dividends paid, movements in respect of corporate transactions and related exchange differences. The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of the net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
Where put option agreements are in place in respect of shares held by non-controlling shareholders, the liability is stated at the present value of the expected future payments. Such liabilities are shown as financial liabilities in the Group balance sheet. The change in the value of such options in the year is recognised in the Group income statement within net finance costs, while any change in that value attributable to exchange rate movements is recognised directly in Other comprehensive income (OCI). Where put option agreements are in place the Group adopts the ‘anticipated acquisition’ approach, recording the other side of the put liability against goodwill, with no subsequent profits attributed to non-controlling interests.
(b) Foreign currency translation
Transactions and balances
Transactions in foreign currencies are recorded in the functional currency of the relevant Group undertaking at the exchange rate prevailing on the date of the transaction. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate prevailing at the balance sheet date. Translation differences on monetary items are taken to the Group income statement except when recognised in OCI, as qualifying net investment hedges or cash flow hedges. Translation differences on non-monetary financial assets revalued through OCI are reported as part of the fair value gains or losses in OCI.# Group undertakings
The results and financial position of Group undertakings whose functional currencies are not the US dollar are translated into US dollars as follows:
a Income and expenses are generally translated at the average exchange rate for the year. Where this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, income and expenses are translated at the rates on the dates of the transactions.
a Assets and liabilities are translated at the closing exchange rate on the balance sheet date.
a All resulting exchange differences are recognised in OCI and as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in Group undertakings whose functional currencies are not the US dollar, and of borrowings and other currency instruments designated as hedges of such investments, are recognised in OCI to the extent that such hedges are effective. Tax attributable to those exchange differences is taken directly to OCI. When such undertakings are sold, these exchange differences are recognised in the Group income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of such undertakings are treated as assets and liabilities of the entities and are translated into US dollars at the closing exchange rate.
(c) Fair value estimation
The fair values of derivative financial instruments and other financial assets and liabilities are determined by using market data and established estimation techniques such as discounted cash flow and option valuation models. The fair value of foreign exchange contracts is based on a comparison of the contractual and year-end exchange rates. The fair values of other derivative financial instruments are estimated by discounting the future cash flows to net present values, using appropriate market rates prevailing at the balance sheet date.
(d) Impairment of non-financial assets
Assets that are not subject to amortisation or depreciation are tested annually for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment when there is an indication that the carrying amount may not be recoverable. An impairment charge is recognised for the amount by which an asset’s carrying amount exceeds its recoverable amount, which is the higher of an asset’s fair value less costs of disposal and value-in-use. For the purposes of assessing impairment, assets are grouped into cash generating units (CGUs), determined by the lowest levels for which there are separately identifiable cash flows.
(e) Goodwill (note 20)
Goodwill is stated at cost less any accumulated impairment, where cost is the excess of the fair value of the consideration payable for an acquisition over the fair value at the date of acquisition of the Group’s share of identifiable net assets of a subsidiary or associate acquired. Fair values are attributed to the identifiable assets, liabilities and contingent liabilities that existed at the date of acquisition, reflecting their condition at that date. Adjustments are made where necessary to align the accounting policies of acquired businesses with those of the Group. Goodwill is not amortised but is tested annually for impairment, or more frequently if there is an indication that it may be impaired. An impairment charge is recognised in the Group income statement for any amount by which the carrying value of the goodwill exceeds the recoverable amount.
- Significant accounting policies continued
165 Experian plc Annual Report 2022 Financial statements Notes to the Group financial statements continued
Goodwill is allocated to CGUs and monitored for internal management purposes by operating segment. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. Gains and losses on the disposal of an undertaking take account of the carrying amount of goodwill relating to the undertaking sold, allocated where necessary on the basis of relative fair value, unless another method is determined to be more appropriate.
(f) Other intangible assets (note 21)
Acquisition intangibles
Intangible assets acquired as part of a business combination are capitalised on acquisition at fair value and separately from goodwill, if those assets are identifiable (separable or arising from legal rights). Such assets are referred to as acquisition intangibles in these financial statements.
Amortisation is charged on a straight-line basis as follows:
a Customer and other relationships – over three to 18 years, based on management’s estimates of the average lives of such relationships, and reflecting their long-term nature.
a Acquired software development – over three to eight years, based on the asset’s expected life.
a Marketing-related assets (trademarks and licences) – over their contractual lives, up to a maximum of 20 years.
a Marketing-related assets (trade names) – over three to 14 years, based on management’s expected retention of trade names within the business.
Other intangibles
Other intangibles are capitalised at cost. Certain costs incurred in the developmental phase of an internal project are capitalised provided that a number of criteria are satisfied. These include the technical feasibility of completing the asset so that it is available for use or sale, the availability of adequate resources to complete the development and to use or sell the asset, and how the asset will generate probable future economic benefit. The cost of such assets with finite useful economic or contractual lives is amortised on a straight-line basis over those lives. The carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable. If impaired, the carrying values are written down to the higher of fair value less costs of disposal and value-in-use, which is determined by reference to projected future income streams using assumptions in respect of profitability and growth.
Further details on the capitalisation and amortisation policy for the key asset classifications within other intangibles are:
a Databases – capitalised databases, which comprise the data purchase and capture costs of internally developed databases, are amortised over three to seven years.
a Computer software (internal use) – computer software licences purchased for internal use are capitalised on the basis of the costs incurred to purchase and bring into use the specific software. These costs are amortised over three to ten years.
a Computer software (internally generated) – costs directly associated with producing identifiable and unique software products controlled by the Group, and that will generate economic benefits beyond one year, are recognised as intangible assets. These costs are amortised over three to ten years.
Research expenditure, together with other costs associated with developing or maintaining computer software programs or databases, is recognised in the Group income statement as incurred.
(g) Property, plant and equipment (note 22)
Purchased items of property, plant and equipment are held at cost less accumulated depreciation and any impairment in value. Cost includes the original purchase price of the asset and amounts attributable to bringing the asset to its working condition for its intended use.
Depreciation is charged on a straight-line basis as follows:
a Freehold properties – over 50 years.
a Leasehold improvements to short leasehold properties – over the remaining period of the lease.
a Plant and equipment – over three to ten years, according to the asset’s estimated useful life. Technology-based assets are typically depreciated over three to five years, motor vehicles over four to five years, with other infrastructure assets depreciated over five to ten years.
(h) Trade and other receivables (note 24)
Trade receivables and contract assets are initially recognised at fair value and subsequently measured at this value less loss allowances. Where the time value of money is material, receivables are then carried at amortised cost using the effective interest method, less loss allowances. We apply the IFRS 9 simplified lifetime expected credit loss approach. Expected credit losses are determined using a combination of historical experience and forward-looking information. Impairment losses or credits in respect of trade receivables and contract assets are recognised in the Group income statement, within other operating charges.
(i) Cash and cash equivalents (note 25)
Cash and cash equivalents include cash in hand, term and call deposits held with banks and other short-term, highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities in the Group balance sheet. For the purposes of the Group cash flow statement, cash and cash equivalents are reported net of bank overdrafts.
( j) Financial assets and liabilities (note 30)
Financial assets
We classify our financial assets into the following measurement categories, with the classification determined on initial recognition and dependent on the purpose for which such assets are acquired:
a those subsequently measured at fair value (either through OCI or through profit or loss), and
a those measured at amortised cost.
Directly attributable transaction costs are expensed where an asset is carried at ‘fair value through profit or loss’ (FVPL) and added to the fair value of the asset otherwise. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely a payment of principal and interest.# 4. Significant accounting policies continued
Debt instruments
Measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies debt instruments:
a) Amortised cost:
Assets that are held for collection of contractual cash flows where those cash flows are solely repayments of principal and interest are measured at amortised cost. Interest income from these financial assets is recognised using the effective interest method. Any impairment or gain or loss on derecognition is recognised directly in the Group income statement.
a) Fair value through Other comprehensive income (FVOCI):
Assets that are held both for the collection of contractual cash flows and for their sale, where the asset’s cash flows solely represent payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, however recognition of impairment gains or losses, interest income and foreign exchange gains or losses are recognised in the Group income statement.
a) FVPL:
Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt instrument that is subsequently measured at FVPL is recognised in the Group income statement and presented net within other gains or losses in the period in which it arises.
Equity instruments
We measure all equity instruments at fair value. Where we have elected to present fair value gains or losses on equity investments in OCI, there is no subsequent reclassification of fair value gains or losses to the Group income statement following the derecognition of the investment. Dividends from such investments are normally recognised as other income when the Group’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains or losses in the Group income statement. Impairment losses, and reversals of impairment losses, on equity investments measured at FVOCI are not reported separately from other changes in fair value.
Impairment
The loss allowances for financial assets are based on assumptions about significant increases in credit risk and subsequent risk of default. We use judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s history, existing market conditions and forward-looking estimates at the end of each reporting period.
Financial liabilities
Financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVPL. Financial liabilities are classified at FVPL when the financial liability is held for trading, it is a derivative or it is designated at FVPL on initial recognition. Financial liabilities at FVPL are measured at fair value, with any net gains or losses arising on changes in fair value, including any interest expense, recognised in the Group income statement. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense, foreign exchange gains and losses and any gain or loss on derecognition are recognised in the Group income statement.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments, including all fees that form an integral part of the effective interest rate, transaction costs and other premiums or discounts, through the expected life of the financial liability.
Derivatives used for hedging
The Group uses derivative financial instruments to manage its exposures to fluctuations in foreign exchange rates, interest rates and certain obligations relating to share incentive plans, including social security obligations. Instruments used include interest rate swaps, cross-currency swaps, foreign exchange contracts and equity swaps. These are recognised as assets or liabilities as appropriate and are classified as non-current, unless they mature within one year of the balance sheet date. Derivatives are initially recognised at their fair value on the date the contract is entered into, and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the hedge relationship.
The Group designates certain derivatives as either fair value hedges or cash flow hedges. Fair value hedges are hedges of the fair value of a recognised asset or liability. Cash flow hedges are hedges of highly probable future foreign currency cash flows. The Group does not currently enter into net investment hedges.
We document the relationship between hedging instruments and hedged items, and our risk management objective and strategy for undertaking hedge transactions, at the hedge inception. We also document our assessment of whether the derivatives used in hedging meet the hedge effectiveness criteria set out in IFRS 9. This assessment is performed at every reporting date throughout the life of the hedge to confirm that the hedge continues to meet the hedge effectiveness criteria. Hedge accounting is discontinued when the hedging instrument expires, is sold, terminated or exercised, or no longer qualifies for hedge accounting.
Amounts payable or receivable in respect of interest rate swaps, together with the interest differentials reflected in foreign exchange contracts, are recognised in net finance costs over the period of the contract. Changes in the fair value of derivatives that are designated and qualify as fair value hedging instruments are recognised in the Group income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The ineffective portion of a fair value hedge is recognised in net finance costs in the Group income statement. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedging instruments is recognised in OCI, while any ineffective part is recognised in the Group income statement. Amounts recorded in OCI are recycled to the Group income statement in the same period in which the underlying foreign currency exposure affects the Group income statement.
Non-hedging derivatives
Changes in the fair value of derivative instruments used to manage exposures, that are not part of a documented hedge relationship under IFRS 9, are recognised immediately in the Group income statement. Cost and income amounts in respect of derivatives entered into in connection with social security obligations on employee share incentive plans, other than amounts of a financing nature, are charged or credited within labour costs. Other costs and changes in the fair value of such derivatives are charged or credited within financing fair value remeasurements in the Group income statement.
(k) Trade and other payables (note 26)
Trade payables and contract liabilities are recognised initially at fair value. Where the time value of money is material, payables and contract liabilities are then carried at amortised cost using the effective interest method.
(l) Borrowings (note 27)
Borrowings are recognised initially at fair value, net of any transaction costs incurred. Borrowings are subsequently stated at amortised cost, except where they are hedged by an effective fair value hedge, in which case the carrying value is adjusted to reflect the fair value movements associated with the hedged risk. Borrowings are classified as non-current to the extent that the Group has an unconditional right to defer settlement of the liability for at least one year after the balance sheet date.
(m) Leases (note 29)
The Group undertakes an assessment of whether a contract is or contains a lease at its inception. The assessment establishes whether the Group obtains substantially all the economic benefits from the use of an asset and whether we have the right to direct its use. Low-value lease payments are recognised as an expense, on a straight-line basis over the lease term. For other leases we recognise both a right-of-use asset and a lease liability at the commencement date of a lease contract. The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability adjusted for payments made at or before the commencement date, plus initial direct costs and an estimate of the cost of any obligation to refurbish the asset or site, less lease incentives. Subsequently, right-of-use assets are measured at cost less accumulated depreciation and impairment losses and are adjusted for any remeasurement of the lease liability. Depreciation is calculated on a straight-line basis over the shorter of the lease period or the estimated useful life of the right-of-use asset, which is determined on a basis consistent with purchased assets (note 4(g)). The lease term comprises the non-cancellable period of a lease, plus periods covered by an extension option, if it is reasonably certain to be exercised, and periods covered by a termination option if it is reasonably certain not to be exercised. The lease liability is initially measured at the present value of lease payments that are outstanding at the commencement date, discounted at the interest rate implicit in the lease, or if that rate cannot be easily determined, the Group’s incremental borrowing rate.Lease payments comprise payments of fixed principal, less an y lease incentives, v ariable elements linked to an index, guar anteed residuals or buy-out options that ar e reasonably certain to be exercised. They include payments in respect of optional r enewal periods where these ar e reasonably certain to be exer cised or early termination payments where the lease term reflects such an option. The lease liability is remeasur ed when there is a change in futur e lease payments arising from a change in an index or r ate, if ther e is a change in the Group’s estimate of the amount expected to be payable under a residual value guar antee, or if the Group changes its assessment of whether it will exercise a pur chase, extension or termination option. When a lease liability is remeasur ed, a corr esponding adjustment is made to the carrying amount of the right-of-use asset or is r ecognised in the Group income statement if the asset is fully depr eciated. The Group pr esents right-of-use assets within property , plant and equipment and lease obligations within the Group balance sheet.
(n) Post-employment benefit assets and obligations (note 35)
Defined benefit pension arrangements – funded plans
The post-employment benefit assets and obligations r ecognised in the Group balance sheet in r espect of funded plans comprise the fair value of plan assets of funded plans less the present value of the r elated defined benefit obligation at that date. The defined benefit obligation is calculated annually by independent qualified actuaries, using the pr ojected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future c ash outflows, using mark et yields on high-quality corporate pound sterling bonds with maturity terms consistent with the estimated aver age term of the related pension liability . Actuarial gains and losses arising from experience adjustments, and changes in actuarial assumptions, ar e recognised immediately in the Group statement of compr ehensive income. The pension cost recognised in the Gr oup income statement comprises the cost of benefits accrued plus interest on the opening net defined benefit obligation or asset. Service costs and financing income and expenses are r ecognised separately in the Gr oup income statement. Plan expenses are deducted fr om the expected return on the plan assets over the year .
Defined benefit pension arrangements – unfunded plans
Unfunded pension obligations are determined and accounted for in accordance with the principles used in r espect of the funded arrangements.
Defined contribution pension arrangements
The assets of defined contribution plans are held separ ately in independently administered funds. The pension cost recognised in the Group income statement r epresents the contributions payable by the Group to these funds, in respect of the year .
Post-retir ement healthcar e obligations
Obligations in respect of post -retirement healthc are plans ar e calculated annually by independent qualified actuaries, using an actuarial methodology similar to that for the funded defined benefit pension arrangements. Actuarial gains and losses arising from experience adjustments, and changes in actuarial assumptions, ar e recognised in the Gr oup statement of comprehensive income. The cost recognised in the Gr oup income statement comprises only interest on the obligations.
(o) Own shares (note 39)
The Group has a number of equity -settled, shar e-based employee incentive plans. In connection with these, shares in the Company are held by The Experian plc Employee Shar e T rust and the Experian UK Approved All-Employee Shar e Plan. The assets of these entities mainly comprise Experian plc shares, which are shown as a deduction fr om equity at cost. Shares in the Company pur chased and held as treasury shares, in connection with the above plans and any share pur chase programme, are also shown as a deduction from equity at cost. The par value of shar es in the Company that are pur chased and cancelled, in connection with any share pur chase progr amme, is accounted for as a r eduction in called-up share c apital with any cost in excess of that amount being deducted from retained earnings.
(p) Assets and liabilities classified as held-for-sale (note 42)
Assets and liabilities are classified as held-for-sale when their carrying amounts are to be r ecovered or settled principally thr ough a sale transaction and a sale is consider ed highly probable. They are stated at the lower of the carrying amount and fair value less costs to sell. No depreciation or amortisation is char ged in respect of non-curr ent assets classified as held-for-sale.
(q) Revenue r ecognition (note 8)
Revenue is stated net of any sales taxes, rebates and discounts and reflects the amount of consider ation we expect to receive in exchange for the transfer of pr omised goods and services. T otal consideration fr om contracts with customer s is allocated to the performance obligations identified based on their standalone selling price, and is recognised when those performance obligations ar e satisfied and the control of goods or services is tr ansferred to the customer , either over time or at a point in time.
- Significant acc ounting policies continued
Experian plc Financial statements 168
The provision and processing of tr ansactional data is distinguished between contracts that:
– provide a service on a per unit basis; wher e the transfer to the customer of each completed unit is considered satisfaction of a single performance obligation. R evenue is recognised on the tr ansfer of each unit;
– provide a service to the customer over the contr actual term, normally between one and five years, where r evenue is recognised on the transfer of this service to customer s. F or the majority of contracts this means r evenue is spread evenly over the contr act term, as customer s simultaneously receive and consume the benefits of the service;
– requir e an enhanced service at the start, wher e revenue is recognised to r eflect the upfront benefit the customer r eceives and consumes. R evenue for such contracts is r ecognised proportionally in line with the costs of providing the service.
Revenue from referr al fees for credit products and white-label partnerships is recognised as tr ansactional revenue.
Revenue from transactional batch data arr angements that include an ongoing update service is apportioned across each delivery to the customer and is recognised when the delivery is complete, and control of the batch data passes to the customer . Performance obligations ar e determined based on the frequency of data r efresh: one-o, quarterly , monthly , or real -time.
Subscription and membership fees for continuous access to a service are r ecognised over the period to which they relate, usually 1, 12 or 24 months. Customer s simultaneously receive and consume the benefits of the service; therefor e, r evenue is recognised evenly over the subscription or membership term.
Revenue for one-o credit reports is r ecognised when the report is delivered to the consumer .
Software licence and implementation services are primarily accounted for as a single performance obligation, with r evenue recognised when the combined oering is delivered to the customer . Contract terms normally vary between one and five years. These services are distinguished between:
– Experian-hosted solutions, wher e the customer has the right to access a software solution over a specified time period. Customers simultaneously receive and consume the benefits of the service and revenue is spr ead evenly over the period that the service is available; and
– On-premise softwar e licence arrangements, where the software solution is installed in an environment contr olled by the customer . The arrangement r epresents a right to use licence and so the performance obligation is considered to be fulfilled on delivery completion, when contr ol of the configured solution is passed to the customer . Revenue is r ecognised at that point in time.
The delivery of support and maintenance agreements is generally considered to be a separ ate performance obligation to provide a technical support service including minor updates. Contract terms ar e often aligned with licence terms. Customer s simultaneously receive and consume the benefits of the service, ther efore r evenue is spread evenly over the term of the maintenance period.
The provision of distinct standalone consultancy and professional services is distinguished between:
– Professional consultancy services wher e the performance obligation is the provision of personnel. Customers simultaneously receive and consume the benefits of the service, and r evenue is recognised over time, in line with hour s provided; and
– The provision of analytic al models and analyses, wher e the performance obligation is a deliverable, or a series of deliverables, and revenue is r ecognised on delivery when control is passed to the customer .
Sales are typic ally invoiced in the geographic ar ea in which the customer is located. As a result, the geographic loc ation of the invoicing undertaking is used to attribute revenue to individual countries. Accrued income balances, which r epresent the right to consider ation in exchange for goods or services that we have tr ansferred to a customer , are assessed as to whether they meet the definition of a contr act asset:
– When the right to consideration is conditional on something other than the passage of time, a balance is classified as a contr act asset. This arises where ther e are further performance obligations to be satisfied as part of the contract with the customer and typic ally includes balances relating to softwar e licensing contracts.
– When the right to consideration is conditional only on the passage of time, the balance does not meet the definition of a contr act asset and is classified as an unbilled receivable.# Experian plc Annual Report 2022
Financial statements
Notes to the Group financial statements continued
This typically arises where the timing of the related billing cycle occurs in a period after the performance obligation is satisfied. Costs incurred prior to the satisfaction or partial satisfaction of a performance obligation are first assessed to see if they are within the scope of other standards. Where they are not, certain costs are recognised as an asset providing they relate directly to a contract (or an anticipated contract), generate or enhance resources that will be used in satisfying (or to continue to satisfy) performance obligations in the future and are expected to be recovered from the customer. Costs which meet this criteria are deferred as contract costs and these are amortised on a systematic basis consistent with the pattern of transfer of the related goods or services. Costs to obtain a contract predominantly comprise sales commissions costs. Costs to fulfil a contract predominantly comprise labour costs directly relating to the implementation services provided. Contract liabilities arise when we have an obligation to transfer future goods or services to a customer for which we have received consideration, or the amount is due, from the customer, and include both deferred income balances and specific reserves.
(r) Operating charges
Operating charges are reported by nature in the Group income statement, reflecting the Group’s cost-management control structure. Details of the types of charges within labour costs in respect of share incentive plans are set out in note 4(u). Those for post-employment benefits are set out in note 4(n). Details of the Group’s amortisation and depreciation policy are given in notes 4(f), 4(g) and 4(m). The principles upon which impairment charges of tangible and intangible assets are recognised are set out in notes 4(d), 4(e) and 4(f).
4. Significant accounting policies continued
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Financial statements
Notes to the Group financial statements continued
(s) Net finance costs (note 15)
Incremental transaction costs which are directly attributable to the issue of debt are capitalised and amortised over the expected life of the borrowing, using the effective interest method. All other borrowing costs are charged in the Group income statement in the year in which they are incurred. Amounts payable or receivable in respect of interest rate swaps are taken to net finance costs over the periods of the contracts, together with the interest differentials reflected in foreign exchange contracts. Details of the nature of movements in the fair value of derivatives which are reported as financial fair value remeasurements are included in note 4(j). The change in the year in the present value of put option agreements, in respect of shares held by non-controlling shareholders, is recognised as a financing fair value remeasurement within net finance costs.
(t) Tax (note 16)
The tax charge or credit for the year is recognised in the Group income statement, except for tax on items recognised in OCI or directly in equity. Current tax is calculated on the basis of the tax laws substantively enacted at the balance sheet date in the countries where the Group operates. Current tax assets and liabilities are offset where there is a legally enforceable right of offset. Uncertain tax positions are considered on an individual basis. Where management considers it probable that an additional outflow will result from any given position, a provision is made. Such provisions are measured using management’s best estimate of the most likely outcome. Further details are given in note 5. Deferred tax is provided in full on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Group financial statements. Deferred tax is not recognised on taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is not accounted for when it arises from the initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply when the asset is realised or the liability settled, based on the tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Group operates. Deferred tax assets are recognised in respect of tax losses carried forward and other temporary differences, to the extent that it is probable that the related tax benefit will be realised through future taxable profits. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the Group controls the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where they relate to the same tax authority.
(u) Share incentive plans (note 33)
The fair value of share incentives granted in connection with the Group’s equity-settled, share-based employee incentive plans is recognised as an expense on a straight-line basis over the vesting period. Fair value is measured using whichever of the Black-Scholes model, Monte Carlo model or closing market price is most appropriate. The Group takes into account the best estimate of the number of awards and options expected to vest and revises such estimates at each balance sheet date. Non-market performance conditions are included in the vesting estimates. Market-based performance conditions are included in the fair value measurement but are not revised for actual performance.
(v) Contingent consideration
The initially recorded cost of any acquisition includes a reasonable estimate of the fair value of any contingent amounts expected to be payable in the future. Any cost or benefit arising when such estimates are revised is recognised in the Group income statement (note 14). Where part or all of the amount of disposal consideration is contingent on future events, the disposal proceeds initially recorded include a reasonable estimate of the value of the contingent amounts expected to be receivable and payable in the future. The proceeds and profit or loss on disposal are adjusted when revised estimates are made, with corresponding adjustments made to receivables and payables as appropriate, until the ultimate outcome is known and the related consideration received.
(w) Discontinued operations (note 17)
A discontinued operation is a component of the Group’s business that represents a separate geographic area of operation or a separate major line of business. Classification as a discontinued operation occurs upon disposal or earlier, if the operation meets the criteria to be classified as held-for-sale. Discontinued operations are presented in the Group income statement as a separate line and are shown net of tax. When an operation is classified as a discontinued operation, comparatives in the Group income statement and the Group statement of comprehensive income are re-presented as if the operation had been discontinued from the start of the comparator year.
(x) Earnings per share (EPS) (note 18)
Earnings per share are reported in accordance with IAS 33.
(y) Segment information policy and presentation principles (note 9)
We are organised into, and managed on a worldwide basis through, the following five operating segments, which are based on geographic areas and supported by central functions:
* North America
* Latin America
* UK and Ireland
* Europe, Middle East and Africa (EMEA) and
* Asia Pacific.
The chief operating decision maker assesses the performance of these operating segments on the basis of Benchmark EBIT, as defined in note 6. The ‘All other segments’ category required to be disclosed has been captioned as EMEA/Asia Pacific in these financial statements. This combines information in respect of the EMEA and Asia Pacific segments, as neither of these operating segments is individually reportable, on the basis of their share of the Group’s revenue, reported profit or loss, and assets. We separately present information equivalent to segment disclosures in respect of the costs of our central functions, under the caption ‘Central Activities’, as management believes that this information is helpful to users of the financial statements. Costs reported for Central Activities include costs arising from finance, treasury and other global functions. Inter-segment transactions are entered into under the normal commercial terms and conditions that would be available to third parties. Such transactions do not have a material impact on the Group’s results.
- Significant accounting policies continued
Experian plc
Financial statements
170
Segment assets consist primarily of property, plant and equipment, intangible assets including goodwill, derivatives designated as hedges of future commercial transactions, contract assets and receivables. They exclude tax assets, cash and cash equivalents, and derivatives designated as hedges of borrowings. Segment liabilities comprise operating and contract liabilities, including derivatives designated as hedges of future commercial transactions and lease obligations. They exclude tax liabilities, borrowings, other than lease obligations, and related hedging derivatives. Net assets reported for Central Activities comprise corporate head office assets and liabilities, including certain post-employment benefit assets and obligations, and derivative assets and liabilities.# Capital expenditur e comprises additions to property , plant and equipment and intangible assets, other than additions thr ough business combinations or to right-of-use assets. Information requir ed to be presented also includes analysis of the Gr oup’s revenues by gr oups of service lines. This is supplemented by voluntary disclosure of the pr ofitability of those groups of service lines. For ease of refer ence, we use the term ‘business segments’ when discussing the results of gr oups of service lines. Our two business segments, details of which are given in the Str ategic report section of this Annual Report, ar e: a Business-to-Business a Consumer Services. The North America, Latin America and the UK and Ireland oper ating segments derive revenues fr om both of the Group’s business segments. The EMEA and Asia Pacific segments curr ently do not derive revenue from the Consumer Services business segment. Reportable segment information for the full year pr ovided to the chief operating decision mak er is set out in note 9(a).
5. Critic al acc ounting estimates, assumptions and judgments
(a) Critical accounting estimates and assumptions
In preparing these financial statements, management is requir ed to make estimates and assumptions that aect the reported amount of r evenues, expenses, assets, liabilities and the disclosure of contingent liabilities. The resulting accounting estimates, which are based on management’s best judgment at the date of these financial statements, will seldom equal to the subsequent actual amounts. The estimates and assumptions that have a significant risk of causing a material adjustment to the c arrying amounts of assets and liabilities within the next financial year are summarised below . Revenue r ecognition is excluded from this summary on the grounds that the policy adopted in this ar ea is suciently objective.
Tax (notes 16, 36 and 45(a))
The Group is subject to tax in numer ous jurisdictions. The Gr oup has a number of open tax returns with various tax authorities with whom it is in active dialogue. Liabilities r elating to these open and judgmental matters are based on an assessment as to whether additional taxes will be due, after taking into account external advice where appr opriate. Signific ant judgment is requir ed in determining the related assets or pr ovisions, as there ar e transactions in the or dinary course of business and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities based on estimates of whether additional tax will be due. Where the final tax outcome of these matters is dier ent from the amounts that were initially r ecognised, the dier ences will aect the results for the year and the r espective income tax and deferred tax assets or provisions in the year in which such determination is made. The Group recognises deferr ed tax assets based on forecasts of futur e profits against which those assets may be utilised.
Goodwill (note 20)
The Group tests goodwill for impairment annually , or more fr equently if there is an indic ation that it may be impaired. The recover able amount of each group of CGUs is gener ally determined on the basis of value-in-use calculations, which requir e the use of cash flow projections based on financial budgets, looking forwar d up to five years. Management determines budgeted profit mar gin based on past performance and its expectations for the market’s development. Cash flows are extr apolated using estimated growth r ates beyond a five-year period. The growth r ates used do not exceed the long-term aver age growth r ate for the CGU’s markets. The discount rates used r eflect the Group’s pre-tax weighted aver age cost of capital (W ACC), as adjusted for r egion specific risks and other factors.
(b) Critical judgments
In applying the Group’s accounting policies, management has made judgments that have a significant eect on the amounts r ecognised in the Group financial statements and the r eported amounts of assets, liabilities, income and expenses. Actual r esults may dier from these estimates. Estimates and underlying assumptions are r eviewed on an ongoing basis. Revisions to estimates are r ecognised prospectively . The most significant of these judgments ar e in respect of intangible assets and contingencies:
Intangible assets
Certain costs incurred in the developmental phase of an internal pr oject, which include the development of databases, internal use softwar e and internally generated softwar e, ar e capitalised as intangible assets if a number of criteria are met. Management has made judgments and assumptions when assessing whether a project meets these criteria, and on measuring the costs and the economic life attributed to such projects. On acquisition, specific intangible assets ar e identified and recognised separately fr om goodwill and then amortised over their estimated useful lives. These include items such as brand names and customer lists, to which value is first attributed at the time of acquisition. The capitalisation of these assets and the related amortisation char ges are based on judgments about the value and economic life of such items. The economic lives of intangible assets are estimated at between thr ee and ten years for internal pr ojects and between two and 20 years for acquisition intangibles. Amortisation methods, useful lives and residual values are r eviewed at each reporting date and adjusted if appropriate. Further details of the amounts of , and movements in, such assets are given in note 21.
Contingencies
In the case of pending and thr eatened litigation claims, management has formed a judgment as to the likelihood of ultimate liability . No liability has been recognised wher e the likelihood of any loss arising is possible r ather than probable.
4. Signific ant acc ounting policies continued
171 Experian plc Annual Report 2022
Financial statements
Notes to the Group financial statements continued
6. Use of non-G AAP measures in the Group financial statements
As detailed below , the Group has identified and defined certain measur es that it uses to understand and manage its performance. The measures are not defined under IFRS and they may not be dir ectly comparable with other companies’ adjusted performance measures. These non-GAAP measures ar e not intended to be a substitute for any IFRS measures of performance but management has included them as they consider them to be key measures used within the business for assessing the underlying performance of the Group’s ongoing businesses. F ollowing the implementation of IFRS 16, we have r eviewed emerging practice and ha ve updated our definitions of Net debt and Net funding to include lease obligations, to mor e fully align our treatment with the requir ements of investors and finance provider s. The definition of c apital employed has also been updated accordingly .
(a) Benchmark profit before tax (Benchmark PBT) (note 9(a)(i))
Benchmark PBT is disclosed to indicate the Gr oup’s underlying profitability . It is defined as profit befor e amortisation and impairment of acquisition intangibles, impairment of goodwill, acquisition expenses, adjustments to contingent consideration, Exceptional items, financing fair value remeasurements, tax (and interest ther eon) and discontinued operations. It includes the Group’s share of continuing associates’ Benchmark post-tax r esults. An explanation of the basis on which we report Exceptional items is provided below . Other adjustments made to derive Benchmark PBT are explained as follows:
- Charges for the amortisation and impairment of acquisition intangibles are excluded fr om the calculation of Benchmark PBT bec ause these charges ar e based on judgments about their value and economic life and bear no relation to the Gr oup’s underlying ongoing performance.
- Impairment of goodwill is similarly excluded from the c alculation of Benchmark PBT .
- Acquisition and disposal expenses (representing the incidental costs of acquisitions and disposals, one-time integr ation costs and other corporate tr ansaction expenses) relating to successful, active or aborted acquisitions and disposals are excluded fr om the definition of Benchmark PBT as they bear no relation to the Gr oup’s underlying ongoing performance or to the performance of any acquired businesses. Adjustments to contingent consider ation are similarly excluded from the definition of Benchmark PBT .
- Charges and credits for financing fair value r emeasurements within finance expense in the Group income statement ar e excluded from the definition of Benchmark PBT . These include r etranslation of intr a-Group funding, and that element of the Gr oup’s derivatives that is ineligible for hedge accounting, together with gains and losses on put options in respect of acquisitions. Amounts recognised gener ally arise from market movements and accordingly bear no dir ect relation to the Group’s underlying performance.
(b) Benchmark earnings before interest and tax (Benchmark EBIT) and margin (Benchmark EBIT mar gin) (note 9(a)(i))
Benchmark EBIT is defined as Benchmark PBT befor e the net interest expense charged ther ein and accordingly excludes Exceptional items as defined below . Benchmark EBIT mar gin is Benchmark EBIT from ongoing activities expressed as a per centage of revenue fr om ongoing activities.
(c) Benchmark earnings before interest, tax, depr eciation and amortisation (Benchmark EBITDA)
Benchmark EBITDA is defined as Benchmark EBIT befor e the depreciation and amortisation charged ther ein (note 12).
(d) Exited business activities
Exited business activities are businesses sold, closed or identified for closure during a financial year . These ar e treated as exited business activities for both revenue and Benchmark EBIT purposes. The results of exited business activities are disclosed separ ately with the results of the prior period re-pr esented in the segmental analyses as appropriate.# 6. Use of non-GAAP measures in the Group financial statements (continued)
This measure differs from the definition of discontinued operations in IFRS 5.
(e) Ongoing activities
The results of businesses trading at 31 March 2022, which are not disclosed as exited business activities, are reported as ongoing activities.
(f) Constant exchange rates
To highlight our organic performance, we discuss our results in terms of growth at constant exchange rates, unless otherwise stated. This represents growth calculated after translating both years’ performance at the prior year’s average exchange rates.
(g) Total growth (note 9(a)(ii))
This is the year-on-year change in the performance of our activities at actual exchange rates. Total growth at constant exchange rates removes the translational foreign exchange effects arising on the consolidation of our activities and comprises one of our measures of performance at constant exchange rates.
(h) Organic revenue growth (note 9(a)(ii))
This is the year-on-year change in the revenue of ongoing activities, translated at constant exchange rates, excluding acquisitions until the first anniversary of their consolidation.
(i) Benchmark earnings and Total Benchmark earnings (note 18)
Benchmark earnings comprises Benchmark PBT less attributable tax and non-controlling interests. The attributable tax for this purpose excludes significant tax credits and charges arising in the year which, in view of their size or nature, are not comparable with previous years, together with tax arising on Exceptional items and on other adjustments made to derive Benchmark PBT. Benchmark PBT less attributable tax is designated as Total Benchmark earnings.
(j) Benchmark earnings per share (Benchmark EPS) (note 18)
Benchmark EPS comprises Benchmark earnings divided by the weighted average number of issued ordinary shares, as adjusted for own shares held.
(k) Benchmark PBT per share
Benchmark PBT per share comprises Benchmark PBT divided by the weighted average number of issued ordinary shares, as adjusted for own shares held.
(l) Benchmark tax charge and rate (note 16(b)(ii))
The Benchmark tax charge is the tax charge applicable to Benchmark PBT. It differs from the tax charge by tax attributable to Exceptional items and other adjustments made to derive Benchmark PBT, and exceptional tax charges. A reconciliation is provided in note 16(b)(ii) to these financial statements. The Benchmark effective rate of tax is calculated by dividing the Benchmark tax charge by Benchmark PBT.
Experian plc Financial statements 172
(m) Exceptional items (note 14(a))
The separate reporting of Exceptional items gives an indication of the Group’s underlying performance. Exceptional items include those arising from the profit or loss on disposal of businesses, closure costs of major business units, costs of significant restructuring programmes and other financially significant one-off items. All other restructuring costs are charged against Benchmark EBIT, in the segments in which they are incurred.
(n) Full-year dividend per share (note 19)
Full-year dividend per share comprises the total of dividends per share announced in respect of the financial year.
(o) Benchmark operating and Benchmark free cash flow
Benchmark operating cash flow is Benchmark EBIT plus amortisation, depreciation and charges in respect of share-based incentive plans, less capital expenditure net of disposal proceeds and adjusted for changes in working capital, principal lease payments and the Group’s share of the Benchmark profit or loss retained in continuing associates. Benchmark free cash flow is derived from Benchmark operating cash flow by excluding net interest, tax paid in respect of continuing operations and dividends paid to non-controlling interests.
(p) Cash flow conversion
Cash flow conversion is Benchmark operating cash flow expressed as a percentage of Benchmark EBIT.
(q) Net debt and Net funding (note 28)
Net debt is borrowings (and the fair value of derivatives hedging borrowings) excluding accrued interest, less cash and cash equivalents and other highly liquid bank deposits with original maturities greater than three months. Net funding is borrowings (and the fair value of the effective portion of derivatives hedging borrowings) excluding accrued interest, less cash held in Group Treasury.
(r) Return on capital employed (ROCE) (note 9(a)(iii))
ROCE is defined as Benchmark EBIT less tax at the Benchmark rate divided by a three-point average of capital employed, in continuing operations, over the year. Capital employed is net assets less non-controlling interests and right-of-use assets, further adjusted to add or deduct the net tax liability or asset and to add Net debt.
7. Financial risk management
(a) Financial risk factors
The Group’s activities expose it to a variety of financial risks. These are market risk, including foreign exchange risk and interest rate risk, credit risk, and liquidity risk. These risks are unchanged from those reported in the 2021 Annual Report. The numeric disclosures in respect of financial risks are included within later notes to the financial statements, to provide a more transparent link between financial risks and results. Financial risks represent part of the Group’s risks in relation to its strategy and business objectives. There is a full discussion of the most significant risks in the Risk management section of this Annual Report. The Group’s financial risk management focuses on the unpredictability of financial markets and seeks to minimise potentially adverse effects on the Group’s financial performance. The Group seeks to reduce its exposure to financial risks and uses derivative financial instruments to hedge certain risk exposures. Such derivative financial instruments are also used to manage the Group’s borrowings so that amounts are held in currencies broadly in the same proportion as the Group’s main earnings. However, the Group does not, nor does it currently intend to, borrow in the Brazilian real or the Colombian peso. The Group also ensures surplus funds are prudently managed and controlled.
Foreign exchange risk
The Group is exposed to foreign exchange risk from future commercial transactions, recognised assets and liabilities and investments in, and loans between, Group undertakings with different functional currencies. The Group manages such risk, primarily within undertakings whose functional currencies are the US dollar, by:
* entering into forward foreign exchange contracts in the relevant currencies in respect of investments in entities with functional currencies other than the US dollar, whose net assets are exposed to foreign exchange translation risk;
* swapping the proceeds of certain bonds issued in pounds sterling and euros into US dollars;
* managing the liquidity of Group undertakings in the functional currency of those undertakings by using an in-house banking structure and hedging any remaining foreign currency exposures with forward foreign exchange contracts;
* denominating internal loans in relevant currencies, to match the currencies of assets and liabilities in entities with different functional currencies; and
* using forward foreign exchange contracts to hedge certain future commercial transactions.
The principal transaction exposures are to the pound sterling and the euro. An indication of the sensitivity to foreign exchange risk is given in note 10.
Interest rate risk
The Group’s interest rate risk arises principally from components of its Net debt that are at variable rates. The Group has a policy of normally maintaining between 50% and 100% of Net funding at rates that are fixed for more than six months. The Group manages its interest rate exposure by:
* using fixed and floating rate borrowings, interest rate swaps and cross-currency interest rate swaps to adjust the balance between the two; and
* mixing the duration of borrowings and interest rate swaps to smooth the impact of interest rate fluctuations.
Managing interest rate benchmark reform and associated risks
A fundamental reform of interest rate benchmarks is taking place globally, involving the replacement of many London interbank offered rates (LIBOR). Historically our main floating rate borrowings and derivatives have been indexed to pound sterling and US dollar LIBOR. During FY22, we have amended our revolving credit facilities and other financial instruments, so that once these reforms are completed, sterling pound exposures will be indexed to Sterling Overnight Index Average (SONIA) rate, and US dollar exposures to the Secured Overnight Financing Rate (SOFR). The Tax and Treasury Committee monitors and manages the Group’s transition to alternative rates. The Committee evaluates the extent to which contracts reference IBOR cash flows and whether such contracts will need to be amended as a result of IBOR reform.
Experian plc Annual Report 2022 Financial statements Notes to the Group financial statements continued
Derivatives
The Group has transacted cross-currency swaps, interest rate swaps and equity swaps for risk management purposes. As at 31 March 2021, these swaps had floating legs that were indexed to either sterling LIBOR or US dollar LIBOR. During the year ended 31 March 2022 the Group modified derivatives indexed to sterling LIBOR to reference SONIA. In respect of US dollar LIBOR exposures, the Group has signed up to the ISDA protocol that introduces fallback clauses into all such instruments. These clauses automatically switch the instrument from referencing US dollar LIBOR to SOFR as and when US dollar LIBOR ceases. The Group expects the impact of the reform to be immaterial on these instruments.
Hedge accounting
The Group’s hedging instruments documented in hedge accounting relationships at 31 March 2022 are indexed to US dollar LIBOR.7. Financial risk management continued
As already noted, these instruments have fallback clauses which automatically switch the instruments from referencing US dollar LIBOR to SOFR as and when US dollar LIBOR ceases. As there is still uncertainty about when these instruments will switch to SOFR, the Group is applying the Phase 1 amendments to IFRS 9 to its hedge accounting relationships. The Group expects the impact of the reform to be immaterial on these instruments.
Total amounts of unreformed contracts, including those with an appropriate fallback clause
The Group monitors the progress of transition from IBORs to new benchmark interest rates by reviewing the value of contracts that have yet to transition to an alternative benchmark interest rate and the value of contracts that include an appropriate fallback clause. The Group considers that a contract is not yet transitioned to an alternative benchmark rate when interest under the contract is indexed to a benchmark rate that is still subject to IBOR reform, even if it includes a fallback clause that deals with the cessation of the existing IBOR (referred to as an ‘unreformed contract’). The following table shows the value of unreformed contracts and those with appropriate fallback clauses. Derivatives are shown at their notional amounts.
| 2022 | 2021 | |
|---|---|---|
| Sterling LIBOR | US dollar LIBOR | |
| Value of unreformed contracts | Amount with appropriate fallback clause | |
| US$m | US$m | |
| Derivatives | ||
| Cross-currency swaps | — | — |
| Interest rate swaps | — | — |
| Equity swaps | —— | —— |
| Sterling LIBOR | US dollar LIBOR | |
| Value of unreformed contracts | Amount with appropriate fallback clause | |
| US$m | US$m | |
| Derivatives | ||
| Cross-currency swaps | — | — |
| Interest rate swaps | 964 | — |
| Equity swaps | — | — |
Further information in respect of the Group’s net finance costs for the year and an indication of the sensitivity to interest rate risk is given in note 15.
Credit risk
In the case of derivative financial instruments, deposits, contract assets and trade receivables, the Group is exposed to credit risk from the non-performance of contractual agreements by the contracted party.
Credit risk is managed by:
a only entering into contracts for derivative financial instruments and deposits with banks and financial institutions with strong credit ratings, within limits set for each organisation; and
a closely controlling dealing activity and regularly monitoring counterparty positions.
The credit risk on derivative financial instruments utilised and deposits held by the Group is therefore not considered to be significant. The Group does not anticipate that any losses will arise from non-performance by its chosen counterparties.
Further information on the Group’s derivative financial instruments at the balance sheet dates is given in note 30 and that in respect of amounts recognised in the Group income statement is given in note 15. Further information on the Group’s cash and cash equivalents at the balance sheet dates is given in note 25.
To minimise credit risk for trade receivables, the Group has implemented policies that require appropriate credit checks on potential clients before granting credit. The maximum credit risk in respect of such financial assets is their carrying value. Further information in respect of the Group’s trade receivables is given in note 24.
Debt investments
All of the Group’s debt investments at amortised cost and FVOCI are considered to have low credit risk; the loss allowance is therefore limited to 12 months’ expected losses. Management considers ‘low credit risk’ for listed bonds to be an investment-grade credit rating with at least one major rating agency. Other instruments are considered to be low credit risk when they have a low risk of default and the issuer has a high capacity to meet its contractual cash flow obligations in the near term.
Financial assets at FVPL
The Group is also exposed to credit risk in relation to debt investments that are measured at FVPL. The maximum exposure at the balance sheet date is the carrying amount of these investments.
-
Financial risk management continued
Experian plc Financial statements 174 -
Financial risk management continued
Liquidity risk
The Group manages liquidity risk by:
a issuing long-maturity bonds and notes;
a entering into long-term committed bank borrowing facilities, to ensure the Group has sufficient funds available for operations and planned growth;
a spreading the maturity dates of its debt; and
a monitoring rolling cash flow forecasts, to ensure the Group has adequate, unutilised committed bank borrowing facilities.
Details of such facilities are given in note 27. A maturity analysis of contractual undiscounted future cash flows for financial liabilities is provided in note 32.
(b) Capital risk management
The Group’s definition and management of capital focuses on capital employed:
a The Group’s capital employed is reported in the net assets summary table set out in the Financial review and analysed by segment in note 9(a)(iii).
a As part of its internal reporting processes, the Group monitors capital employed by operating segment.
The Group’s objectives in managing capital are to:
a safeguard its ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders; and
a maintain an optimal capital structure and cost of capital.
The Group’s policy is to have:
a a prudent but efficient balance sheet; and
a a target leverage ratio of 2.0 to 2.5 times Benchmark EBITDA, consistent with the intention to retain strong investment-grade credit ratings.
To maintain or adjust its capital structure, the Group may:
a adjust the amount of dividends paid to shareholders;
a return capital to shareholders;
a issue or purchase our own shares; or
a sell assets to reduce Net debt.
Dividend policy
The Group has a progressive dividend policy which aims to increase the dividend over time broadly in line with the underlying growth in Benchmark EPS. This aligns shareholder returns with the underlying profitability of the Group. In determining the level of dividend in any one year, in accordance with the policy, the Board also considers a number of other factors, including the outlook for the Group, the opportunities for organic investment, the opportunities to make acquisitions and disposals, the cash flow generated by the Group, and the level of dividend cover.
Further detail on the distributable reserves of the Company can be found in note L to the Company financial statements.
175 Experian plc Annual Report 2022
Financial statements
Notes to the Group financial statements continued
8. Revenue
(a) Disaggregation of revenue from contracts with customers
Year ended 31 March 2022
| North America US$m | Latin America US$m | UK and Ireland US$m | EMEA/ Asia Pacific US$m | Total operating segments US$m | |
|---|---|---|---|---|---|
| Revenue from external customers | |||||
| Data | 2,033 | 528 | 409 | 343 | 3,313 |
| Decisioning | 784 | 149 | 244 | 164 | 1,341 |
| Business-to-Business | 2,817 | 677 | 653 | 507 | 4,654 |
| Consumer Services | 1,305 | 114 | 194 | — | 1,613 |
| Total ongoing activities | 4,122 | 791 | 847 | 507 | 6,267 |
Year ended 31 March 2021
| North America US$m | Latin America US$m | UK and Ireland US$m | EMEA/ Asia Pacific US$m | Total operating segments US$m | |
|---|---|---|---|---|---|
| Revenue from external customers | |||||
| Data | 1,761 | 457 | 361 | 284 | 2,863 |
| Decisioning | 694 | 92 | 220 | 166 | 1,172 |
| Business-to-Business | 2,455 | 549 | 581 | 450 | 4,035 |
| Consumer Services | 1,075 | 76 | 156 | — | 1,307 |
| Total ongoing activities | 3,530 | 625 | 737 | 450 | 5,342 |
1 Revenue for the year ended 31 March 2021 has been re-presented for the reclassification to exited business activities of certain B2B businesses.
Total revenue comprises revenue from ongoing activities as well as revenue from exited business activities and is reconciled in note 9. Revenue in respect of exited business activities of US$21m (2021: US$30m) comprised UK and Ireland Data revenue of US$nil (2021: US$12m), EMEA/Asia Pacific Data revenue of US$8m (2021: US$3m) and EMEA/Asia Pacific Decisioning revenue of US$13m (2021: US$15m).
Data is predominantly transactional revenue with a portion from licence fees.
Decisioning revenue is derived from:
a software and system sales, and includes recurring licence fees, consultancy and implementation fees, and transactional charges;
a credit score fees which are primarily transactional; and
a analytics income comprising a mix of consultancy and professional fees as well as transactional revenue.
Consumer Services revenue primarily comprises monthly subscription and one-off fees, and referral fees for credit products and white-label partnerships. The timing of recognition of these revenue streams is discussed in note 4(q).
(b) Significant changes in contract balances
Contract assets predominantly relate to software licence services, where revenue recognition for on-premise arrangements occurs as the solution is transferred to the customer, whereas the invoicing pattern is often annually over the contract period. Contract assets recognised during the year totalled US$70m (2021: US$62m). The contract asset balance for work completed but not invoiced on satisfaction of a performance obligation unwinds over the contract term. Contract assets are transferred to receivables when the right to consideration becomes unconditional, or conditional only on the passage of time. Contract assets reclassified to receivables during the year totalled US$77m (2021: US$79m). An impairment charge of US$5m (2021: US$4m) has been recognised against contract assets during the year. The decrease in contract assets resulting from the disposal during the year was US$5m (2021: US$nil).
The majority of software licences are invoiced annually in advance. Where these licences relate to Experian-hosted solutions, revenue is recognised over the period that the service is available to the customer, creating a contract liability.# 8. Revenue continued
Delivery services are generally invoiced during the delivery period, creating a contract liability for the consideration received in advance, until the delivery is complete. Where the delivery relates to Experian-hosted solutions, revenue is recognised over the period that the service is available to the customer, reducing the contract liability over time. Where the delivery relates to an on-premise solution, the contract liability is released on delivery completion. Support and maintenance agreements are often invoiced annually in advance, creating a contract liability, which is released over the term of the maintenance period as revenue is recognised. Revenue recognised in the year of US$370m (2021: US$352m) was included in the opening contract liability. Cash received in advance not recognised as revenue in the year was US$461m (2021: US$380m). The decrease in contract liabilities resulting from the disposal during the year was US$4m (2021: US$nil). The increase in contract liabilities from acquisitions during the year was US$1m (2021: US$8m). Foreign exchange accounts for US$3m and US$5m of the decrease in contract asset and contract liability balances in the year respectively (2021: increase of US$8m and US$21m).
(c) Contract costs
The carrying amount of assets recognised from costs to obtain, and costs to fulfil, contracts with customers at 31 March 2022 is US$22m and US$66m respectively (2021: US$25m and US$74m). Amortisation of contract costs in the year is US$59m (2021: US$66m) and recognised impairment losses totalled US$nil (2021: US$2m). The decrease in contract costs resulting from acquisitions and the disposal during the year was US$2m (2021: US$nil). Contract costs are amortised on a systematic basis consistent with the pattern of transfer of the related goods or services. A portfolio approach has been applied to calculate contract costs for contracts with similar characteristics, where the Group reasonably expects that the effects of applying a portfolio approach does not differ materially from calculating the amounts at an individual contract level.
(d) Transaction price allocated to remaining performance obligations
The aggregate amount of the transaction price from non-cancellable contracts with customers with expected durations of 12 months or more, allocated to the performance obligations that are unsatisfied, or partially satisfied, at 31 March 2022 is US$5.3bn (2021: US$5.0bn). We expect to recognise approximately 45% (2021: 42%) of this value within one year, 30% (2021: 28%) within one to two years, 15% (2021: 17%) within two to three years and 10% (2021: 13%) thereafter. The aggregate amount of the transaction price allocated to unsatisfied, or partially satisfied, performance obligations which are transactional in nature includes estimates of variable consideration. These estimates are based on forecast transactional volumes and do not take into account all external market factors which may have an impact on the future revenue recognised from such contracts. A portfolio approach has been applied to calculate the aggregate amount of the transaction price allocated to the unsatisfied, or partially satisfied, performance obligations for contracts with similar characteristics, where the Group reasonably expects that the effects of applying a portfolio approach does not differ materially from calculating the amounts at an individual contract level. We apply the practical expedient in paragraph 121(a) of IFRS 15 and do not disclose information about remaining performance obligations that have original expected durations of one year or less. This excludes contracts across a number of business units which have revenue due to be recognised in the financial year ending 31 March 2023; it also excludes the majority of our direct-to-consumer arrangements.
9. Segment information
(a) IFRS 8 disclosures
(i) Income statement
Year ended 31 March 2022
| North America US$m | Latin America US$m | UK and Ireland US$m | EMEA/ Asia Pacific US$m | Total operating segments US$m | Central Activities¹ US$m | Total continuing operations US$m | |
|---|---|---|---|---|---|---|---|
| Revenue from external customers | |||||||
| Ongoing activities | 4,122 | 791 | 847 | 507 | 6,267 | — | 6,267 |
| Exited business activities | — | — | — | 21 | 21 | — | 21 |
| Total | 4,122 | 791 | 847 | 528 | 6,288 | — | 6,288 |
| Reconciliation from Benchmark EBIT to profit/(loss) before tax | |||||||
| Benchmark EBIT | |||||||
| Ongoing activities before transfer pricing and other adjustments | 1,418 | 221 | 179 | (23) | 1,795 | (155) | 1,640 |
| Transfer pricing and other allocation adjustments | (37) | 2 | 9 | 23 | (3) | 3 | — |
| Ongoing activities | 1,381 | 223 | 188 | — | 1,792 | (152) | 1,640 |
| Exited business activities | — | — | (4) | 9 | 5 | — | 5 |
| Total | 1,381 | 223 | 184 | 9 | 1,797 | (152) | 1,645 |
| Net interest expense included in Benchmark PBT (note 15(b)) | (4) | (1) | (1) | (2) | (8) | (102) | (110) |
| Benchmark PBT | 1,377 | 222 | 183 | 7 | 1,789 | (254) | 1,535 |
| Exceptional items (note 14(a)) | 6 | — | — | (80) | (74) | 95 | 21 |
| Amortisation of acquisition intangibles (note 21) | (110) | (23) | (7) | (34) | (174) | — | (174) |
| Acquisition and disposal expenses | (21) | (7) | (1) | (18) | (47) | — | (47) |
| Adjustment to the fair value of contingent consideration | (8) | (20) | 4 | (2) | (26) | — | (26) |
| Non-benchmark share of post-tax loss of associates | — | — | (26) | — | (26) | (5) | (31) |
| Interest on uncertain tax provisions | — | — | — | — | — | 1 | 1 |
| Financing fair value remeasurements (note 15(c)) | — | — | — | — | — | 68 | 68 |
| Profit/(loss) before tax | 1,244 | 172 | 153 | (127) | 1,442 | 5 | 1,447 |
¹ The decrease in Central Activities Benchmark EBIT in the year ended 31 March 2022 is primarily attributable to increased employee share incentive plan and bonus costs.
8. Revenue continued
177 Experian plc Annual Report 2022 Financial statements
Notes to the Group financial statements continued
Year ended 31 March 2021
| North America US$m | Latin America US$m | UK and Ireland US$m | EMEA/ Asia Pacific US$m | Total operating segments US$m | Central Activities US$m | Total continuing operations US$m | |
|---|---|---|---|---|---|---|---|
| Revenue from external customers | |||||||
| Ongoing activities | 3,530 | 625 | 737 | 450 | 5,342 | — | 5,342 |
| Exited business activities | — | — | — | 12 | 12 | — | 12 |
| Total | 3,530 | 625 | 737 | 462 | 5,354 | — | 5,354 |
| Reconciliation from Benchmark EBIT to profit/(loss) before tax | |||||||
| Benchmark EBIT | |||||||
| Ongoing activities | 1,201 | 172 | 123 | (27) | 1,469 | (90) | 1,379 |
| Exited business activities | — | — | (2) | 9 | 7 | — | 7 |
| Total | 1,201 | 172 | 121 | (18) | 1,476 | (90) | 1,386 |
| Net interest expense included in Benchmark PBT (note 15(b)) | (5) | (2) | (1) | (2) | (10) | (111) | (121) |
| Benchmark PBT | 1,196 | 170 | 120 | (20) | 1,466 | (201) | 1,265 |
| Exceptional items (note 14(a)) | 112 | (1) | (63) | (13) | 35 | — | 35 |
| Impairment of goodwill (note 20) | — | — | — | (53) | (53) | — | (53) |
| Amortisation of acquisition intangibles (note 21) | (90) | (14) | (7) | (27) | (138) | — | (138) |
| Acquisition and disposal expenses | (16) | (4) | (1) | (20) | (41) | — | (41) |
| Adjustment to the fair value of contingent consideration | — | — | — | (1) | (1) | — | (1) |
| Non-benchmark share of post-tax (loss)/profit of associates | — | — | (3) | — | (3) | 19 | 16 |
| Interest on uncertain tax provisions | — | — | — | — | — | (11) | (11) |
| Financing fair value remeasurements (note 15(c)) | — | — | — | — | — | 5 | 5 |
| Profit/(loss) before tax | 1,202 | 151 | 46 | (134) | 1,265 | (188) | 1,077 |
¹ The decrease in Central Activities Benchmark EBIT in the year ended 31 March 2022 is primarily attributable to increased employee share incentive plan and bonus costs.
² Revenue and Benchmark EBIT for the year ended 31 March 2021 have been re-presented for the reclassification to exited business activities of certain B2B businesses. Additional information by operating segment, including that on total and organic growth at constant exchange rates, is provided in the Strategic report.
(ii) Reconciliation of revenue from ongoing activities
| North America US$m | Latin America US$m | UK and Ireland US$m | EMEA/ Asia Pacific US$m | Total ongoing activities US$m | |
|---|---|---|---|---|---|
| Revenue for the year ended 31 March 2021 ¹ | 3,530 | 625 | 737 | 450 | 5,342 |
| Adjustment to constant exchange rates ¹ | (1) | (9) | (5) | (14) | |
| Revenue at constant exchange rates for the year ended 31 March 2021 | 3,531 | 624 | 728 | 445 | 5,328 |
| Organic revenue growth | 464 | 105 | 77 | 13 | 659 |
| Revenue from acquisitions | 127 | 54 | 1 | 46 | 228 |
| Revenue at constant exchange rates for the year ended 31 March 2022 | 4,122 | 783 | 806 | 504 | 6,215 |
| Adjustment to actual exchange rates | — | 8 | 41 | 3 | 52 |
| Revenue for the year ended 31 March 2022 | 4,122 | 791 | 847 | 507 | 6,267 |
| Organic revenue growth at constant exchange rates | 13% | 17% | 11% | 3% | 12% |
| Revenue growth at constant exchange rates | 17% | 25% | 11% | 13% | 17% |
¹ Revenue for the year ended 31 March 2021 has been re-presented for the reclassification to exited business activities of certain B2B businesses. The table above demonstrates the application of the methodology set out in note 6 in determining organic and total revenue growth at constant exchange rates. Revenue at constant exchange rates is reported for both years using the average exchange rates applicable for the year ended 31 March 2021.
9. Segment information continued
(i) Income statement continued
Experian plc Financial statements 178
Notes to the Group financial statements continued
(iii) Balance sheet
| North America US$m | Latin America US$m | UK and Ireland US$m | EMEA/ Asia Pacific US$m | Total operating segments US$m | Central Activities and other US$m | Total Group US$m | |
|---|---|---|---|---|---|---|---|
| At 31 March 2022 | |||||||
| Goodwill | 3,546 | 760 | 694 | 737 | 5,737 | — | 5,737 |
| Investments in associates | 4 | — | — | — | 4 | — | 4 |
| Right-of-use assets | 83 | 14 | 24 | 27 | 148 | 5 | 153 |
| Assets classified as held-for-sale | — | — | 29 | — | 29 | 12 | 41 |
| Other assets | 2,191 | 674 | 528 | 619 | 4,012 | 947 | 4,959 |
| Total assets | 5,824 | 1,448 | 1,275 | 1,383 | 9,930 | 964 | 10,894 |
| Lease obligations | (105) | (17) | (25) | (30) | (177) | (3) | (180) |
| Other liabilities | (1,129) | (327) | (300) | (364) | (2,120) | (4,587) | (6,707) |
| Total liabilities | (1,234) | (344) | (325) | (394) | (2,297) | (4,590) | (6,887) |
| Net assets/(liabilities) | 4,590 | 1,104 | 950 | 989 | 7,633 | (3,626) | 4,007 |
| At 31 March 2021 | |||||||
| Goodwill | 3,133 | 611 | 718 | 799 | 5,261 | — | 5,261 |
| Investments in associates | 4 | — | 61 | 9 | 74 | 54 | 128 |
| Right-of-use assets | 89 | 12 | 32 | 34 | 167 | 5 | 172 |
| Other assets | 1,880 | 483 | 471 |
(iv) Capital expenditure, amortisation and depreciation
| 2022 US$m | 2021 US$m | 2022 US$m | 2021 US$m | 2022 US$m | 2021 US$m | 2022 US$m | 2021 US$m | |
|---|---|---|---|---|---|---|---|---|
| Capital expenditure | Right-of-use asset additions | Amortisation | Depreciation | |||||
| North America | 251 | 211 | 17 | 26 | 167 | 160 | 58 | 59 |
| Latin America | 106 | 81 | 5 | 3 | 69 | 61 | 17 | 17 |
| UK and Ireland | 49 | 41 | 6 | 14 | 51 | 50 | 26 | 28 |
| EMEA/Asia Pacific | 47 | 28 | 11 | 14 | 33 | 27 | 22 | 22 |
| Total operating segments | 453 | 361 | 39 | 57 | 320 | 298 | 123 | 126 |
| Central Activities | 55 | 61 | — | — | 38 | 28 | 3 | 1 |
| Total Group | 508 | 422 | 39 | 57 | 358 | 326 | 126 | 127 |
Amortisation and depreciation above only include amounts char ged to Benchmark PBT.
(v) Revenue by country – continuing oper ations
| 2022 US$m | 2021 US$m | |
|---|---|---|
| USA | 4,121 | 3,529 |
| UK | 843 | 744 |
| Brazil | 692 | 546 |
| Germany | 93 | 81 |
| Colombia | 68 | 60 |
| South Africa | 57 | 55 |
| Other | 414 | 357 |
| Total | 6,288 | 5,372 |
Revenue is primarily attributable to countries other than Ireland. No single client accounted for 10% or more of revenue in curr ent or prior year. Revenue from the US A, the UK and Br azil in aggregate comprises 90% (2021: 90%) of Group r evenue.
(vi) Non-current assets by country
| 2022 US$m | 2021 US$m | |
|---|---|---|
| USA | 5,050 | 4,437 |
| UK | 1,018 | 1,079 |
| Brazil | 907 | 731 |
| Germany | 441 | 477 |
| South Africa | 264 | 268 |
| Colombia | 155 | 164 |
| Other | 674 | 703 |
| Segment non-current assets by country | 8,509 | 7,859 |
| Central Activities | 666 | 695 |
| Deferred tax | 46 | 86 |
| Total | 9,221 | 8,640 |
T o add clarity to the presentation of this information, non-current assets for Centr al Activities and deferred tax have been excluded fr om the analysis by country. The Gr oup has no significant non-curr ent assets located in Ireland.
9. Segment information continued
(b) Information on business segments (including non-GAAP disclosur es)
Year ended 31 March 2022
| Business-to- Business US$m | Consumer Services US$m | Total business segments US$m | Central Activities¹ US$m | Total continuing operations US$m | |
|---|---|---|---|---|---|
| Revenue from external customers | |||||
| Ongoing activities | 4,654 | 1,613 | 6,267 | — | 6,267 |
| Exited business activities | 21 | — | 21 | — | 21 |
| Total | 4,675 | 1,613 | 6,288 | — | 6,288 |
| Reconciliation from Benchmark EBIT to profit before tax | |||||
| Benchmark EBIT | |||||
| Ongoing activities before transfer pricing and other adjustments | 1,409 | 386 | 1,795 | (155) | 1,640 |
| Transfer pricing and other allocation adjustments | 9 | (12) | (3) | 3 | — |
| Ongoing activities | 1,418 | 374 | 1,792 | (152) | 1,640 |
| Exited business activities | 8 | (3) | 5 | — | 5 |
| Total | 1,426 | 371 | 1,797 | (152) | 1,645 |
| Net interest expense included in Benchmark PBT (note 15(b)) | (6) | (2) | (8) | (102) | (110) |
| Benchmark PBT | 1,420 | 369 | 1,789 | (254) | 1,535 |
| Exceptional items (note 14(a)) | (74) | — | (74) | 95 | 21 |
| Amortisation of acquisition intangibles (note 21) | (145) | (29) | (174) | — | (174) |
| Acquisition and disposal expenses | (34) | (13) | (47) | — | (47) |
| Adjustment to the fair value of contingent consideration | (26) | — | (26) | — | (26) |
| Non-benchmark share of post-tax loss of associates | — | (26) | (26) | (5) | (31) |
| Interest on uncertain tax provisions | — | — | — | 1 | 1 |
| Financing fair value remeasurements (note 15(c)) | — | — | — | 1 | 68 |
| Profit before tax | 1,141 | 301 | 1,442 | 5 | 1,447 |
¹ The decrease in Central Activities Benchmark EBIT in the year ended 31 March 2022 is primarily attributable to increased empl oyee shar e incentive plan and bonus costs.
Year ended 31 March 2021
| Business-to- Business US$m | Consumer Services US$m | Total business segments US$m | Central Activities US$m | Total continuing operations US$m | |
|---|---|---|---|---|---|
| Revenue from external customers | |||||
| Ongoing activities | 4,035 | 1,307 | 5,342 | — | 5,342 |
| Exited business activities | 30 | — | 30 | — | 30 |
| Total | 4,065 | 1,307 | 5,372 | — | 5,372 |
| Reconciliation from Benchmark EBIT to profit/(loss) before tax | |||||
| Benchmark EBIT | |||||
| Ongoing activities | 1,184 | 285 | 1,469 | (90) | 1,379 |
| Exited business activities | 9 | (2) | 7 | — | 7 |
| Total | 1,193 | 283 | 1,476 | (90) | 1,386 |
| Net interest expense included in Benchmark PBT (note 15(b)) | (8) | (2) | (10) | (111) | (121) |
| Benchmark PBT | 1,185 | 281 | 1,466 | (201) | 1,265 |
| Exceptional items (note 14(a)) | 35 | — | 35 | — | 35 |
| Impairment of goodwill (note 20) | (53) | — | (53) | — | (53) |
| Amortisation of acquisition intangibles (note 21) | (118) | (20) | (138) | — | (138) |
| Acquisition and disposal expenses | (40) | (1) | (41) | — | (41) |
| Adjustment to the fair value of contingent consideration | (1) | — | (1) | — | (1) |
| Non-benchmark share of post-tax (loss)/profit of associates | — | (3) | (3) | 19 | 16 |
| Interest on uncertain tax provisions | — | — | — | (11) | (11) |
| Financing fair value remeasurements (note 15(c)) | — | — | — | 5 | 5 |
| Profit/(loss) before tax | 1,008 | 257 | 1,265 | (188) | 1,077 |
² Revenue and Benchmark EBIT for the year ended 31 March 2021 have been r e-presented for the reclassification to exited business activities of certain B2B businesses. Additional information by business segment, including that on total and or ganic growth at constant exchange r ates, is provided in the Strategic r eport.
9. Segment information continued
10. F oreign curr ency
(a) Principal exchange r ates used
| Average 2022 | Average 2021 | Closing 2022 | Closing 2021 | Closing 2020 | |
|---|---|---|---|---|---|
| US dollar : Brazilian real | 5.34 | 5.41 | 4.78 | 5.74 | 5.20 |
| Pound sterling : US dollar | 1.37 | 1.31 | 1.31 | 1.38 | 1.24 |
| Euro : US dollar | 1.16 | 1.17 | 1.11 | 1.17 | 1.09 |
| US dollar : Colombian peso | 3,834 | 3,699 | 3,757 | 3,720 | 4,052 |
| US dollar : South African rand | 14.85 | 16.36 | 14.56 | 14.76 | 17.81 |
(b) F oreign exchange risk
(i) Brazilian real intr a-Group funding
A Group company whose functional curr ency is not the Brazilian real pr ovides Brazilian r eal intra-Gr oup funding to Serasa S.A.. For eign exchange gains or losses on this funding are r ecognised in the Group income statement. As a result of the str engthening of 17% in the Brazilian r eal against the US dollar in the year ended 31 March 2022, a gain of US$43m has been recognised within financing fair value r emeasurements (2021: US$16m charge due to 10% weakening) (note 15(c)). The Group is similarly exposed to the impact of the Br azilian real str engthening or weakening against the US dollar in the futu r e. A movement of 16% would result in a US$35m impact on pr ofit before tax. There is no eect on total equity as a r esult of this exposure, since it arises on intr a-Group funding and there would be a r elated equal but opposite foreign exchange movement r ecognised in the translation r eserve within equity.
(ii) Other exposures
On the basis of the profile of for eign exchange exposures, and an assessment of reasonably possible changes in such exposur es, t her e are no other material sensitivities to foreign exchange risk at the balance sheet dates. In making these assessments, actual data on movemen ts in the principal currencies over the most r ecent three-y ear period has been considered together with exposures at the balance sheet dates. This methodology has been applied consistently.
11. Labour c osts and employee numbers – c ontinuing operations
(a) Labour costs (including executive dir ectors)
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Wages and salaries | 1,604 | 1,446 |
| Social security costs | 254 | 217 |
| Share incentive plans | 33(a) | 158 |
| Pension costs – defined benefit plans | 35(a) | 8 |
| Pension costs – defined contribution plans | 68 | 58 |
| Other employee benefit costs | 27 | 25 |
| Employee benefit costs | 2,119 | 1,863 |
| Other labour costs | 194 | 132 |
| Total | 2,313 | 1,995 |
Wages and salaries included redundancy costs of US$28m in the year ended 31 Mar ch 2021 (note 14(d)). Other labour costs includes those in r espect of external contractor s, outsour cing and the recruitment, development and training of employees. The definition of key management p ersonnel, and an analysis of their remuner ation, is given in note 46(d). Other labour costs have been reanaly sed during the year , to better r eflect the labour cost split, and other employee benefit cost s are now shown separately. The compar ative figures for the year ended 31 Mar ch 2021 have been re-pr esented to reflect this change.(b) A verage monthly number of employees (including e xecutive director s)
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Full-time | Part-time | Full-time- equivalent | Full-time | Part-time | Full-time- equivalent | |
| North America | 8,669 | 56 | 8,697 | 6,992 | 49 | 7,016 |
| Latin America | 4,538 | 137 | 4,606 | 3,289 | 77 | 3,328 |
| UK and Ireland | 3,129 | 221 | 3,240 | 3,191 | 243 | 3,313 |
| EMEA/Asia Pacific | 3,858 | 100 | 3,908 | 3,955 | 69 | 3,989 |
| Total operating segments | 20,194 | 514 | 20,451 | 17,427 | 438 | 17,646 |
| Central Activities | 200 | 12 | 206 | 181 | 16 | 189 |
| 20,394 | 526 | 20,657 | 17,608 | 454 | 17,835 |
Experian plc Financial statements
12. Amortisation and depreciation charges
| Benchmark: | 2022 US$m | 2021 US$m |
|---|---|---|
| Amortisation of other intangible assets | 358 | 326 |
| Depreciation of property, plant and equipment | 126 | 127 |
| 484 | 453 | |
| Non-benchmark: | ||
| Amortisation of acquisition intangibles | 174 | 138 |
| 658 | 591 |
An analysis by segment of amounts charged within Benchmark PBT is given in note 9(a)(iv). Analyses by asset type are given in notes 21 and 22. The depreciation charge for the year includes US$56m (2021: US$55m) in respect of right-of-use assets.
13. Fees payable to the Company’s auditor
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Audit of the Company and Group financial statements | 1.2 | 0.7 |
| Audit of the financial statements of the Company’s subsidiaries | 5.7 | 4.5 |
| Audit-related assurance services | 0.6 | 0.6 |
| Other assurance services | 0.2 | 0.1 |
| Total fees payable to the Company’s auditor and its associates | 7.7 | 5.9 |
| Summary of fees by nature: | ||
| Fees for audit services | 6.9 | 5.2 |
| Fees for audit-related assurance services | 0.6 | 0.6 |
| Fees for other assurance services | 0.2 | 0.1 |
| 7.7 | 5.9 |
The guidelines covering the use of the Company’s auditor for non-audit services are set out in the Audit Committee report. Fees for other assurance services were capped at 30% (2021: 30%) of the fees for audit services. In the year ended 31 March 2022, fees payable for non-audit services, were 12% (2021: 13%) of fees payable for audit services. Such fees are reported within Other operating charges. The fees for audit-related assurance services relate to the Group’s half-yearly financial report and US$0.1m (2021: US$0.1m) of the fees for other assurance services was for bond issuance related reports.
183 Experian plc Annual Report 2022 Financial statements
Notes to the Group financial statements continued
14. Exceptional items and other adjustments made to derive Benchmark PBT – continuing operations
(a) Net charge for Exceptional items and other adjustments made to derive Benchmark PBT
| Notes | 2022 US$m | 2021 US$m |
|---|---|---|
| Exceptional items: | ||
| Loss on disposal of business | 14(b), 20(a), 43 | 43 |
| Net profit on disposal of associates | 14(c), 23 | (90) |
| Restructuring costs | 14(d) | 20 |
| Impairment of intangible assets¹ | 14(e) | — |
| Legal provisions movements | 14(f) | 1 |
| Net credit for Exceptional items | (21) | |
| Other adjustments made to derive Benchmark PBT: | ||
| Amortisation of acquisition intangibles | 12, 21 | 174 |
| Impairment of goodwill | 1 | — |
| Acquisition and disposal expenses | 2 | 47 |
| Adjustment to the fair value of contingent consideration | 1 | 26 |
| Non-benchmark share of post-tax loss/(profit) of associates | 23 | 31 |
| Interest on uncertain tax provisions | 15(c) | (1) |
| Financing fair value remeasurements | 15(c) | (168) |
| Net charge for other adjustments made to derive Benchmark PBT | 109 | |
| Net charge for Exceptional items and other adjustments made to derive Benchmark PBT | 88 | |
| By income statement caption: | ||
| Labour costs | 11 | 30 |
| Amortisation and depreciation charges | 174 | 138 |
| Other operating charges | 88 | 150 |
| Loss on disposal of business | 43 | |
| Net profit on disposal of associates | (90) | (120) |
| Within operating profit | 226 | 198 |
| Within share of post-tax loss/(profit) of associates | 31 | (16) |
| Within finance expense | 15(a) | (169) |
| Net charge for Exceptional items and other adjustments made to derive Benchmark PBT | 88 |
1 Included in other operating charges.
2 Acquisition and disposal expenses represent professional fees and expenses associated with completed, ongoing and terminated acquisition and disposal processes, as well as the integration and separation costs associated with completed deals. Of the total, US$9m (2021: US$2m) is recorded within labour costs in the Group income statement, and US$38m (2021: US$39m) is included within other operating charges.
(b) Loss on disposal of business
During the year we have ceased the operations of a small UK subsidiary undertaking whose principal business activity was the provision and support of decision analytics software to corporate clients in Russia. As a result of recent geopolitical tensions we no longer continue to operate in the region, and consequently the related business and assets have been written off, resulting in a loss of US$43m.
(c) Net profit on disposal of associates
On 4 February 2022, Vector CM Holdings (Cayman) L.P., an associate undertaking, completed a merger with the CM Group involving its Cheetah Digital business. As a result of the merger, the Group no longer has significant influence over Vector and accordingly our interest in this company has been recognised as a trade investment from that date. We recognised a fair value gain on the associate disposal of US$95m and the promissory note and associated interest due to Experian of US$110m were also repaid. We no longer have significant influence over our Russian associate United Credit Bureau, and consequently have recognised a disposal, writing off our investment, recording a loss of US$17m. In the year ended 31 March 2021, the Group disposed of its 18.6% interest in Finicity Corporation for US$127m recognising a gain on disposal of US$120m. During the year ended 31 March 2022 further consideration of US$12m was received in respect of earnout arrangements, the payout of which was not anticipated at 31 March 2021.
Experian plc Financial statements
184
Notes to the Group financial statements continued
(d) Restructuring costs
Costs of US$20m have been recognised in the year associated with a strategic review and early planning for restructuring, and the refocussing of activities in EMEA/Asia Pacific. Of the charge, US$2m was labour related, and US$18m is included within other operating charges in the Group income statement. The associated cash outflow was US$14m. A charge of US$50m was incurred in the year ended 31 March 2021, in respect of a transformation programme principally in the UK and Ireland, with a related cash outflow of US$39m. Of the charge, US$28m related to redundancy costs, and US$22m related to other restructuring and consultancy costs included within other operating charges in the Group income statement.
(e) Impairment of intangible assets
During the year ended 31 March 2021 internally generated software assets with a net book value of US$27m were identified as requiring impairment due to the upgrade of our technology estate.
(f) Legal provisions movements
During the current and prior year there was an increase in provisions in respect of a number of historical legal claims, some of which are in the process of being settled.
15. Net finance costs
(a) Net finance costs included in profit before tax
| Interest income: | 2022 US$m | 2021 US$m |
|---|---|---|
| Bank deposits, short-term investments and loan notes | (14) | (11) |
| Interest on pension plan assets | (1) | (1) |
| Interest income | (15) | (12) |
| Net non-benchmark finance income (note 15(c)) | (169) | — |
| Finance income | (184) | (12) |
| Finance expense: | ||
| Eurobonds and notes | 95 | 102 |
| Bank loans, commercial paper, overdrafts and other | 6 | 8 |
| Commitment and facility fees | 7 | 6 |
| Interest on leases | 8 | 10 |
| Interest differentials on derivatives | 9 | 7 |
| Interest expense | 125 | 133 |
| Net non-benchmark finance expense (note 15(c)) | — | 6 |
| Finance expense | 125 | 139 |
| Net finance (income)/costs included in profit before tax | (59) | 127 |
(b) Net interest expense included in Benchmark PBT
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Interest income | (15) | (12) |
| Interest expense | 125 | 133 |
| Net interest expense included in Benchmark PBT | 110 | 121 |
185 Experian plc Annual Report 2022 Financial statements
Notes to the Group financial statements continued
(c) Analysis of net non-benchmark finance (income)/expense
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Fair value gains on borrowings – attributable to interest rate risk | (69) | (35) |
| Fair value (gains)/losses on borrowings – attributable to currency risk | (77) | 114 |
| Losses on interest rate swaps – fair value hedges | 19 | 31 |
| Losses/(gains) on cross-currency swaps – fair value hedges | 98 | (75) |
| Foreign currency loss/(gain) on cross-currency swaps designated as a cashflow hedge – transfer from OCI | 26 | (33) |
| (Gains)/losses on items in hedging relationships – hedge ineffectiveness | (3) | 2 |
| Fair value gains on non-hedging derivatives | (88) | (16) |
| Foreign exchange (gains)/losses on Brazilian real intra-Group funding | (43) | 16 |
| Other foreign exchange (gains)/losses on financing activities | (3) | 9 |
| Decrease in present value of put options | (29) | (13) |
| Movement in Other financial assets at FVPL | — | (3) |
| Movement in connection with commitments to purchase own shares | (2) | — |
| Net credit for financing fair value remeasurements | (168) | (5) |
| Interest on uncertain tax provisions | (1) | 11 |
| (169) | 6 |
(d) Interest rate risk
The following table shows the sensitivity to interest rate risk, on the basis of the profile of Net debt at the balance sheet dates and an assessment of reasonably possible changes in the principal interest rates, with all other variables held constant. In making this assessment, actual movements in relevant interest rates over the most recent three-year period have been considered and a consistent methodology applied. An indication of the primary cause of the reported sensitivity is included.## 15. Net finance costs continued
| Gain/(loss) Impact on profit for the financial year: | 2022 US$m | 2021 US$m |
|---|---|---|
| Effect of an increase of 0.8% (2021: 1.1%) on US dollar-denominated Net debt: Due to fair value gains on interest rate swaps offset by higher interest on floating rate borrowings | 42 | 19 |
| Effect of an increase of 0.3% (2021: 0.3%) on pound sterling-denominated Net debt: Due to the revaluation of borrowings and related derivatives | 1 | 2 |
| Effect of an increase of 3.0% (2021: 2.1%) on Brazilian real-denominated Net debt: Due to higher interest income on cash and cash equivalents | 1 | 1 |
| Effect of an increase of 0.1% (2021: 0.1%) on euro-denominated Net debt: Due to the revaluation of borrowings and related derivatives | — | — |
| Impact on other components of equity: | ||
| Effect of an increase of 0.8% (2021: 1.1%): On the fair value of the US dollar leg of cross-currency swaps treated as a cash flow hedge | 11 | 20 |
| Effect of an increase of 0.3% (2021: 0.3%): On the fair value of the pound sterling leg of cross-currency swaps treated as a cash flow hedge | (4) | (6) |
16. Tax charge
(a) Analysis of tax charge in the Group income statement
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Current tax: | ||
| Tax on income for the year | 339 | 193 |
| Adjustments in respect of prior years | (25) | 2 |
| Total current tax charge | 314 | 195 |
| Deferred tax: | ||
| Origination and reversal of temporary differences | (15) | 79 |
| Adjustments in respect of prior years | (3) | 1 |
| Total deferred tax (credit)/charge | (18) | 80 |
| Tax charge | 296 | 275 |
The tax charge comprises:
| 2022 US$m | 2021 US$m | |
|---|---|---|
| UK tax | 87 | 9 |
| Non-UK tax | 209 | 266 |
| 296 | 275 |
(b) Tax reconciliations
(i) Reconciliation of the tax charge
As the Group is subject to the tax rates of more than one country, it has chosen to present its reconciliation of the tax charge using the main rate of corporation tax in the UK. The effective rate of tax for each year based on profit before tax is higher (2021: higher) than the main rate of corporation tax in the UK, with the differences explained in note 16(c).
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Profit before tax | 1,447 | 1,077 |
| Profit before tax multiplied by the main rate of UK corporation tax of 19% (2021: 19%) | 275 | 205 |
| Effects of: | ||
| Adjustments in respect of prior years | (28) | 3 |
| Tax on Exceptional items | (6) | (16) |
| Income not taxable | (18) | (5) |
| Losses not recognised | 18 | 20 |
| Expenses not deductible | 18 | 15 |
| Different effective tax rates in non-UK businesses | 36 | 31 |
| Local taxes | 34 | 33 |
| Movement in uncertain tax provisions | (24) | — |
| Recognition/utilisation of previously unrecognised tax losses | (9) | (11) |
| Tax charge | 296 | 275 |
Effective rate of tax based on profit before tax | 20.5% | 25.5%
Local taxes primarily comprise US state taxes.
(ii) Reconciliation of the tax charge to the Benchmark tax charge
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Tax charge | 296 | 275 |
| Tax relief on Exceptional items and other adjustments made to derive Benchmark PBT | 98 | 53 |
| Benchmark tax charge | 394 | 328 |
| Benchmark PBT | 1,535 | 1,265 |
| Benchmark tax rate | 25.7% | 25.9% |
(c) Factors that affect the tax charge
Prior year adjustments reflect the net movement on historical tax positions, including adjustments for matters that have been substantively agreed with local tax authorities, and adjustments to deferred tax assets based on latest estimates and assumptions. Expenses not deductible include charges in respect of uncertain tax positions, the impairment of goodwill, financing fair value remeasurements not allowable for tax purposes, and losses on disposal of businesses which are not subject to tax relief. The Group’s tax rate reflects its internal financing arrangements in place to fund non-UK businesses. In addition, in the normal course of business, the Group has a number of open tax returns with various tax authorities with whom it is in active dialogue. At 31 March 2022 the Group held current provisions of US$293m (2021: US$350m) in respect of uncertain tax positions. During FY22, Experian was in discussions with the US Internal Revenue Service and Her Majesty’s Revenue and Customs to seek clarity on Experian’s transfer pricing and financing related issues. The net decrease in recognised provisions during the year was driven by agreement of open tax issues in North America and adjustments to our provisions on the utilisation of historical UK tax losses. Liabilities relating to these open and judgmental matters are based on an assessment as to whether additional taxes will be due, after taking into account external advice where appropriate. The resolution of these tax matters may take many years. While the timing of developments in resolving these matters is inherently uncertain, the Group does not expect to materially increase its uncertain tax provisions in the next 12 months, however if an opportunity arose to resolve the matters for less than the amounts provided, a settlement may be made with a corresponding reduction in the provision.
(d) Other factors that affect the future tax charge
The Group’s tax charge will continue to be influenced by the profile of profits earned in the different countries in which the Group’s subsidiaries operate. Continued focus on tax reform is expected through 2022, 2023 and future years driven by the OECD’s project to address the tax challenges arising from the digitalisation of the economy (including the proposed minimum tax legislation). Experian are continuing to analyse the implications for the Group from these Model Rules and will determine the outcome once the final relevant legislation is available. This may result in significant changes to established tax principles and an increase in tax authority disputes. In turn, this could adversely affect Experian’s effective tax rate or could result in higher cash tax liabilities. The main rate of UK corporation tax is 19% and will increase to 25% from 1 April 2023. This will have a consequential effect on the Group’s future tax charge.
17. Discontinued operations
There have been no material divestments of subsidiaries during the year ended 31 March 2022. The profit from discontinued operations of US$16m comprises the release of historical tax provisions relating to the disposal of the Group’s comparison shopping and lead generation businesses in FY13, with the likelihood of any residual tax liability now considered remote, plus the expected net benefit on conclusion of an enquiry into our email/cross channel marketing business (CCM) which was disposed of in FY18. The cash inflow from operating activities of US$1m (2021: US$nil) relates to the disposal of CCM.
18. Earnings per share disclosures
(a) Earnings per share
| Basic | Diluted | ||
|---|---|---|---|
| 2022 US cents | 2021 US cents | 2022 US cents | |
| Continuing and discontinued operations | 127.5 | 88.2 | 126.5 |
| Less: profit from discontinued operations | (1.8) | — | (1.7) |
| Continuing operations | 125.7 | 88.2 | 124.8 |
| (Deduct)/add: Exceptional items and other adjustments made to derive Benchmark PBT, net of related tax | (1.2) | 14.9 | (1.2) |
| Benchmark EPS (non-GAAP measure) | 124.5 | 103.1 | 123.6 |
(b) Analysis of earnings
(i) Attributable to owners of Experian plc
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Continuing and discontinued operations | 1,165 | 803 |
| Less: profit from discontinued operations | (16) | — |
| Continuing operations | 1,149 | 803 |
| (Deduct)/add: Exceptional items and other adjustments made to derive Benchmark PBT, net of related tax | (11) | 135 |
| Benchmark earnings attributable to owners of Experian plc (non-GAAP measure) | 1,138 | 938 |
(ii) Attributable to non-controlling interests
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Profit/(loss) for the financial year attributable to non-controlling interests | 2 | (1) |
| Add: amortisation of acquisition intangibles attributable to non-controlling interests, net of related tax | 1 | — |
| Benchmark earnings attributable to non-controlling interests (non-GAAP measure) | 3 | (1) |
(c) Reconciliation of Total Benchmark earnings to profit for the financial year
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Total Benchmark earnings (non-GAAP measure) | 1,141 | 937 |
| Profit from discontinued operations | 16 | — |
| Profit/(loss) from Exceptional items and other adjustments made to derive Benchmark PBT, net of related tax | 11 | (135) |
| Less: amortisation of acquisition intangibles attributable to non-controlling interests, net of related tax | (1) | — |
| Profit for the financial year | 1,167 | 802 |
(d) Weighted average number of ordinary shares
| 2022 million | 2021 million | |
|---|---|---|
| Weighted average number of ordinary shares | 914 | 910 |
| Add: dilutive effect of share incentive awards, options and share purchases | 7 | 7 |
| Diluted weighted average number of ordinary shares | 921 | 917 |
19. Dividends on ordinary shares
| Amounts recognised and paid during the financial year: | 2022 | 2021 | ||
|---|---|---|---|---|
| US cents per share | US$m | US cents per share | US$m | |
| First interim – paid in February 2022 (2021: February 2021) | 16.00 | 147 | 14.50 | 133 |
| Second interim – paid in July 2021 (2021: July 2020) | 32.50 | 297 | 32.50 | 294 |
| Dividends paid on ordinary shares | 48.50 | 444 | 47.00 | 427 |
| Full-year dividend for the financial year | 51.75 | 474 | 47.00 | 430 |
A second interim dividend in respect of the year ended 31 March 2022 of 35.75 US cents per ordinary share will be paid on 22 July 2022, to shareholders on the register at close of business on 24 June 2022. This dividend is not included as a liability in these financial statements. This second interim dividend and the first interim dividend paid in February 2022 comprise the full-year dividend for the financial year of 51.75 US cents per ordinary share. Further administrative information on dividends is given in the Shareholder and corporate information section. Dividend amounts are quoted gross. In the year ended 31 March 2022, the employee trusts waived their entitlements to dividends of US$4m (2021: US$2m). There is no entitlement to dividends in respect of own shares held as treasury shares.# 20. Goodwill
(a) Movements in goodwill
| Cost | 2022 US$m | 2021 US$m |
|---|---|---|
| At 1 April | 5,314 | 4,543 |
| Differences on exchange | 40 | 114 |
| Additions through business combinations (note 41(a)) | 469 | 657 |
| Disposal of business (note 43) | (33) | — |
| At 31 March | 5,790 | 5,314 |
| Accumulated impairment | 2022 US$m | 2021 US$m |
|---|---|---|
| At 1 April | 53 | — |
| Impairment charge | — | 53 |
| At 31 March | 53 | 53 |
| Net book amount | 2022 US$m | 2021 US$m |
|---|---|---|
| At 1 April | 5,261 | 4,543 |
| At 31 March | 5,737 | 5,261 |
(b) Goodwill by CGU
| 2022 US$m | 2021 US$m | |
|---|---|---|
| North America | 3,546 | 3,133 |
| Latin America | 760 | 611 |
| UK and Ireland | 694 | 718 |
| EMEA | 649 | 711 |
| Asia Pacific | 88 | 88 |
| At 31 March | 5,737 | 5,261 |
(c) Key assumptions for value-in-use calculations by CGU
| 2022 | 2021 | |
|---|---|---|
| Discount rate % p.a. | Long-term growth rate % p.a. | |
| North America | 9.3 | 2.3 |
| Latin America | 13.5 | 4.7 |
| UK and Ireland | 9.1 | 2.3 |
| EMEA | 10.6 | 3.9 |
| Asia Pacific | 8.6 | 5.3 |
As indicated in note 5(a), value-in-use calculations are underpinned by financial budgets looking forward up to five years, which continue to reflect our current assessment of the impact of climate change and associated commitments the Group has made. Management’s key assumptions in setting the financial budgets for the initial five-year period were as follows:
- a forecast revenue growth rates were based on past experience, adjusted for the strategic opportunities within each CGU; the forecasts typically used average nominal growth rates of up to 14%;
- a Benchmark EBIT was forecast based on historic margins. These were expected to improve modestly throughout the period in the mature CGUs, and improve annually by a low- to mid-single-digit amount in EMEA and Asia Pacific; and
- a forecast Benchmark operating cash flow conversion rates were based on historical experience and performance expectations with rates of up to 90% unless a Benchmark EBIT loss was forecast. In these circumstances, cash outflows were forecast to exceed the Benchmark EBIT loss.
Further details of the principles used in determining the basis of allocation by CGU and annual impairment testing are given in note 5(a).
(d) Results of annual impairment review as at 31 March 2022
The review for the EMEA CGU indicated that the recoverable amount exceeded the carrying value by US$201m and that any decline in estimated value-in-use in excess of that amount would result in the recognition of an impairment charge. The sensitivities, which result in the recoverable amount being equal to the carrying value, can be summarised as follows:
- a an absolute increase of 1.4 percentage points in the discount rate, from 10.6% to 12.0%; or
- a an absolute reduction of 1.8 percentage points in the long-term growth rate, from growth of 3.9% to growth of 2.1%; or
- a a reduction of 4.7 percentage points in the forecast terminal profit margin, from 22.9% to 18.2%.
A reduction in the annual margin improvement of approximately 0.9 percentage points per year over the five-year forecast period would also reduce the recoverable amount to the carrying value.
The review for the Asia Pacific CGU indicated that the recoverable amount exceeded the carrying value by US$154m and that any decline in estimated value-in-use in excess of that amount would result in the recognition of an impairment charge. The sensitivities, which result in the recoverable amount being equal to the carrying value, can be summarised as follows:
- a an absolute increase of 2.4 percentage points in the discount rate, from 8.6% to 11.0%; or
- a an absolute reduction of 2.9 percentage points in the long-term growth rate, from growth of 5.3% to growth of 2.4%; or
- a a reduction of 3.5 percentage points in the forecast terminal profit margin, from 8.9% to 5.4%.
A reduction in the annual margin improvement of approximately 0.7 percentage points per year over the five-year forecast period would also reduce the recoverable amount to the carrying value.
The recoverable amount of all other CGUs exceeded their carrying value, on the basis of the assumptions set out in the table in note 20(c) and any reasonably possible changes thereof.
21. Other intangible assets
Acquisition intangibles
| Databases US$m | Internal use software US$m | Internally generated software US$m | Customer and other relationships US$m | Acquired software development US$m | Marketing- related assets US$m | Total US$m | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| At 1 April 2021 | 1,505 | 401 | 100 | 1,345 | 327 | 1,042 | 4,720 |
| Differences on exchange | 9 | 2 | 5 | 90 | 1 | (8) | 99 |
| Additions through business combinations (note 41) | 207 | 105 | 9 | (1) | 1 | (6) | 315 |
| Other additions | — | — | — | 180 | 29 | 236 | 445 |
| Disposals | (87) | (11) | (6) | (99) | (11) | (74) | (288) |
| At 31 March 2022 | 1,634 | 497 | 108 | 1,515 | 347 | 1,190 | 5,291 |
| Accumulated amortisation and impairment | |||||||
| At 1 April 2021 | 721 | 266 | 85 | 923 | 251 | 508 | 2,754 |
| Differences on exchange | 9 | 3 | 6 | 69 | — | (8) | 79 |
| Charge for the year | 116 | 54 | 4 | 162 | 29 | 167 | 532 |
| Disposals | (87) | (11) | (6) | (99) | (11) | (74) | (288) |
| At 31 March 2022 | 759 | 312 | 89 | 1,055 | 269 | 593 | 3,077 |
| Net book amount at 31 March 2022 | 875 | 185 | 19 | 460 | 78 | 597 | 2,214 |
| Databases US$m | Internal use software US$m | Internally generated software US$m | Customer and other relationships US$m | Acquired software development US$m | Marketing- related assets US$m | Total US$m | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| At 1 April 2020 | 1,094 | 337 | 91 | 1,311 | 376 | 860 | 4,069 |
| Differences on exchange | 25 | 8 | (2) | (13) | (2) | 35 | 51 |
| Additions through business combinations | 386 | 57 | 11 | 8 | 1 | 18 | 481 |
| Other additions | — | — | — | 147 | 30 | 197 | 374 |
| Disposals | — | (1) | — | (108) | (78) | (68) | (255) |
| At 31 March 2021 | 1,505 | 401 | 100 | 1,345 | 327 | 1,042 | 4,720 |
| Accumulated amortisation and impairment | |||||||
| At 1 April 2020 | 617 | 224 | 81 | 882 | 300 | 382 | 2,486 |
| Differences on exchange | 10 | 5 | (2) | (8) | 1 | 20 | 26 |
| Charge for the year | 94 | 38 | 6 | 157 | 28 | 141 | 464 |
| Impairment charge | — | — | — | — | — | 33 | 33 |
| Disposals | — | (1) | — | (108) | (78) | (68) | (255) |
| At 31 March 2021 | 721 | 266 | 85 | 923 | 251 | 508 | 2,754 |
| Net book amount at 1 April 2020 | 477 | 113 | 10 | 429 | 76 | 478 | 1,583 |
| Net book amount at 31 March 2021 | 784 | 135 | 15 | 422 | 76 | 534 | 1,966 |
Within the above are the following individually material assets at 31 March 2022:
- North America Healthcare customer relationships have a net book value of US$160m and a remaining amortisation period of six years.
- North America Tapad, Inc. customer relationships with a net book value of US$143m and a remaining amortisation period of 16 years.
- The former Risk Management division of AFS customer relationships with a net book value of US$126m and a remaining amortisation period of 11 years.
In addition to the development capitalised above we charged US$281m (2021: US$138m) of research and development costs in the Group income statement. The impairment charge in the year ended 31 March 2021 largely related to an internally generated software asset in the UK and Ireland identified as requiring impairment due to a planned upgrade of our technology estate.
22. Property, plant and equipment
Freehold properties US$m
| Land and buildings US$m | Motor vehicles US$m | Plant and equipment US$m | Leasehold improvements US$m | Right-of-use assets US$m | Total US$m | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| At 1 April 2021 | 136 | 154 | 628 | 195 | 20 | 41 |
| Differences on exchange | (1) | 1 | (1) | — | — | 1 |
| Additions through business combinations (note 41) | — | — | 1 | 2 | — | 1 |
| Other additions | — | 2 | 61 | 2 | 7 | 8 |
| Disposal of business | — | — | — | (1) | — | — |
| Other disposals | (36) | (1) | (28) | (18) | (5) | (7) |
| Transfer in respect of assets held-for-sale (note 42) | (21) | — | (8) | — | — | — |
| At 31 March 2022 | 78 | 156 | 653 | 205 | 23 | 40 |
| Accumulated depreciation and impairment | ||||||
| At 1 April 2021 | 48 | 78 | 495 | 62 | 8 | 14 |
| Differences on exchange | (1) | 1 | (3) | (1) | — | 1 |
| Charge for the year | 2 | 5 | 63 | 39 | 6 | 11 |
| Other disposals | (18) | (1) | (27) | (14) | (4) | (7) |
| Transfer in respect of assets held-for-sale (note 42) | (11) | — | (6) | — | — | — |
| At 31 March 2022 | 20 | 83 | 522 | 86 | 10 | 19 |
| Net book amount at 31 March 2022 | 58 | 73 | 131 | 119 | 13 | 21 |
Freehold properties US$m
| Land and buildings US$m | Motor vehicles US$m | Plant and equipment US$m | Leasehold improvements US$m | Right-of-use assets US$m | Total US$m | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| At 1 April 2020 | 127 | 154 | 589 | 197 | 15 | 29 |
| Differences on exchange | 10 | — | 23 | 4 | 1 | — |
| Additions through business combinations | — | — | 2 | 3 | — | — |
| Other additions | — | 4 | 44 | 26 | 8 | 23 |
| Disposals | (1) | (4) | (30) | (35) | (4) | (11) |
| At 31 March 2021 | 136 | 154 | 628 | 195 | 20 | 41 |
| Accumulated depreciation and impairment | ||||||
| At 1 April 2020 | 42 | 77 | 438 | 36 | 5 | 11 |
| Differences on exchange | 3 | — | 17 | 2 | — | — |
| Charge for the year | 3 | 5 | 64 | 40 | 6 | 9 |
| Impairment charge | — | — | 3 | 1 | — | — |
| Disposals | — | (4) | (27) | (17) | (3) | (6) |
| At 31 March 2021 | 48 | 78 | 495 | 62 | 8 | 14 |
| Net book amount at 1 April 2020 | 85 | 77 | 151 | 161 | 10 | 18 |
| Net book amount at 31 March 2021 | 88 | 76 | 133 | 133 | 12 | 27 |
The disposal of right-of-use assets in the year is largely as a result of early termination and restructuring of leases. The disposal of right-of-use assets in the year ended 31 March 2021 primarily related to sublease arrangements, leading to the derecognition of right-of-use assets and the recognition of sublease receivables in North America.
23. Investments in associates
| 2022 US$m | 2021 US$m | |
|---|---|---|
| At 1 April | 128 | 123 |
| Differences on exchange | (6) | 6 |
| Share of loss after tax | (3) | (2) |
| Dividends received | (13) | (17) |
| Impairment charge | (25) | — |
| Reversal of previous impairment charge | — | 23 |
| Reclassification as trade investment | (42) | — |
| Disposals | (6) | (5) |
| Transfer in respect of assets held-for-sale (note 42) | (29) | — |
| At 31 March | 4 | 128 |
On 4 February 2022 Vector CM Holdings (Cayman) L.P., an associate undertaking, completed a merger with the CM Group involving its Cheetah Digital business. As a result of the merger, the Group no longer has significant influence over Vector and accordingly our interest in this company has been recognised as a trade investment from that date.# 24. Trade and other receivables
(a) Analysis by type and maturity
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Trade and unbilled receivables | 1,083 | 923 |
| Credit note provision | (20) | (19) |
| Trade receivables – after credit note provision | 1,063 | 904 |
| Contract assets | 130 | 151 |
| Trade receivables and contract assets | 1,193 | 1,055 |
| Loss allowance | (22) | (23) |
| Net impaired trade receivables and contract assets | 1,171 | 1,032 |
| VAT and equivalent taxes recoverable | 4 | 5 |
| Prepayments | 279 | 220 |
| Contract costs | 88 | 100 |
| 1,542 | 1,357 | |
| As reported in the Group balance sheet: | ||
| Current trade and other receivables | 1,409 | 1,197 |
| Non-current trade and other receivables | 133 | 160 |
| 1,542 | 1,357 |
There is no material difference between the fair value and the book value stated above. Non-current trade and other receivables comprise prepayments, contract assets, unbilled receivables and contract costs. At 31 March 2020, the value of trade and unbilled receivables was US$853m and contract assets was US$167m.
(b) Loss allowance matrix
| 2022 | 2021 | |
|---|---|---|
| Loss allowance US$m | Gross carrying amount US$m | |
| Not past-due | (7) | 937 |
| Up to three months past-due | (1) | 198 |
| Three to six months past-due | (1) | 27 |
| Over six months past-due | (13) | 31 |
| Trade receivables and contract assets | (22) | 1,193 |
| Loss allowance (note 24(c)) | (22) | |
| Net trade receivables and contract assets | 1,171 |
(c) Movements in the loss allowance
| 2022 US$m | 2021 US$m | |
|---|---|---|
| At 1 April | 23 | 25 |
| Increase/(decrease) in the loss allowance recognised in the Group income statement | 3 | (1) |
| Receivables written off in the year as uncollectable | (5) | (2) |
| Differences on exchange | 1 | 1 |
| At 31 March | 22 | 23 |
(d) Analysis by currency denomination
| Contract assets | Trade receivables | |||
|---|---|---|---|---|
| 2022 US$m | 2021 US$m | 2022 US$m | 2021 US$m | |
| US dollar | 47 | 50 | 571 | 499 |
| Brazilian real | 2 | 3 | 187 | 117 |
| Pound sterling | 11 | 9 | 157 | 142 |
| Euro | 27 | 32 | 50 | 55 |
| Colombian peso | 2 | — | 14 | 13 |
| South African rand | 5 | 10 | 10 | 7 |
| Other | 36 | 47 | 52 | 48 |
| 130 | 151 | 1,041 | 881 |
25. Cash and cash equivalents – excluding bank overdrafts
(a) Analysis by nature
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Cash at bank and in hand | 104 | 113 |
| Short-term investments | 75 | 67 |
| 179 | 180 |
The effective interest rate for cash and cash equivalents held at 31 March 2022 is 1.2% (2021: 0.8%). There is no material difference between the fair value and the book value stated above.
(b) Analysis by external credit rating
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Counterparty holding of more than US$2m: | ||
| A rated | 130 | 83 |
| B rated | 22 | 79 |
| Counterparty holding of more than US$2m | 152 | 162 |
| Counterparty holding of less than US$2m | 27 | 18 |
| 179 | 180 |
26. Trade and other payables
(a) Analysis by type and maturity
| 2022 | 2021 | |
|---|---|---|
| Current US$m | Non-current US$m | |
| Trade payables | 150 | — |
| VAT and other equivalent taxes payable | 35 | — |
| Social security costs | 117 | — |
| Accruals | 699 | 10 |
| Contract liabilities | 427 | 158 |
| Other payables | 316 | 80 |
| 1,744 | 248 |
There is no material difference between the fair value and the book value stated above. Other payables include interest payable of US$83m (2021: US$87m), employee benefits of US$112m (2021: US$97m) and deferred and contingent consideration of US$116m (2021: US$73m). At 31 March 2020, the value of contract liabilities was US$450m.
(b) Analysis by nature
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Financial instruments | 694 | 607 |
| VAT and other equivalent taxes payable | 35 | 30 |
| Social security costs | 117 | 110 |
| Amounts within accruals and contract liabilities | 1,146 | 955 |
| Items other than financial instruments | 1,298 | 1,095 |
| 1,992 | 1,702 |
Contractual undiscounted future cash flows in respect of financial instruments are shown in note 32.
27. Borrowings
(a) Analysis by carrying amounts and fair value
| Carrying amount | Fair value | |||
|---|---|---|---|---|
| 2022 US$m | 2021 US$m | 2022 US$m | 2021 US$m | |
| Current: | ||||
| Bonds: £400m 3.50% Euronotes 2021 | — | 562 | — | 556 |
| Commercial paper | — | 25 | — | 25 |
| Bank overdrafts | 3 | 10 | 3 | 10 |
| Lease obligations (note 29) | 54 | 58 | 54 | 58 |
| 57 | 655 | 57 | 649 | |
| Non-current: | ||||
| Bonds: £400m 2.125% Euronotes 2024 | 520 | 567 | 523 | 573 |
| £400m 0.739% Euronotes 2025 | 525 | 551 | 497 | 543 |
| €500m 1.375% Euronotes 2026 | 554 | 618 | 561 | 624 |
| US$500m 4.25% Notes 2029 | 500 | 500 | 523 | 563 |
| US$750m 2.75% Notes 2030 | 724 | 738 | 712 | 760 |
| €500m 1.56% Euronotes 2031 | 553 | — | 546 | — |
| £400m 3.25% Euronotes 2032 | 536 | 562 | 543 | 618 |
| Bank loans | 1 | 2 | 1 | 2 |
| Lease obligations (note 29) | 126 | 144 | 126 | 144 |
| 4,039 | 3,682 | 4,032 | 3,827 | |
| Total borrowings | 4,096 | 4,337 | 4,089 | 4,476 |
The effective interest rates for bonds approximate to the coupon rates indicated above. Other than lease obligations, borrowings are unsecured. Further information on the methodology used in determining fair values is given in note 31.
(b) Analysis by maturity
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Less than one year | 57 | 655 |
| One to two years | 44 | 49 |
| Two to three years | 549 | 35 |
| Three to four years | 544 | 589 |
| Four to five years | 564 | 564 |
| Over five years | 2,338 | 2,445 |
| 4,096 | 4,337 |
(c) Analysis by currency
| 2022 US$m | 2021 US$m | |
|---|---|---|
| US dollar | 3,573 | 3,599 |
| Pound sterling | 432 | 545 |
| Euro | 53 | 95 |
| Other | 38 | 98 |
| 4,096 | 4,337 |
The above analysis takes account of the effect of cross-currency swaps and forward foreign exchange contracts and reflects the way in which the Group manages its exposures.
(d) Undrawn committed bank borrowing facilities
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Facilities expiring in: | ||
| Less than one year | — | — |
| One to two years | 400 | 400 |
| Two to three years | 250 | 300 |
| Three to four years | 1,950 | — |
| Four to five years | — | 1,950 |
| 2,600 | 2,650 |
These facilities are at variable interest rates and are in place for general corporate purposes, including the financing of acquisitions and the refinancing of other borrowings.
(e) Covenants and leverage ratio
There is one financial covenant in connection with the borrowing facilities. Benchmark EBIT must exceed three times net interest expense before financing fair value remeasurements. The calculation of the financial covenant excludes the effects of IFRS 16. The Group monitors this, and the Net debt to Benchmark EBITDA leverage ratio, and has complied with this covenant throughout the year.
28. Net debt (non-GAAP measure)
(a) Analysis by nature
| 2022 US$m | 2021 (Restated) (Note 6) US$m | |
|---|---|---|
| Cash and cash equivalents (net of overdrafts) | 176 | 170 |
| Debt due within one year – commercial paper | — | (25) |
| Debt due within one year – bonds and notes | — | (554) |
| Debt due within one year – lease obligations | (53) | (56) |
| Debt due after more than one year – bonds and notes | (3,903) | (3,526) |
| Debt due after more than one year – bank loans | (2) | (2) |
| Debt due after more than one year – lease obligations | (126) | (144) |
| Derivatives hedging loans and borrowings | (42) | 111 |
| (3,950) | (4,026) |
(b) Analysis by balance sheet caption
| 2022 US$m | 2021 (Restated) (Note 6) US$m | |
|---|---|---|
| Cash and cash equivalents | 179 | 180 |
| Current borrowings | (57) | (655) |
| Non-current borrowings | (4,039) | (3,682) |
| Borrowings | (4,096) | (4,337) |
| Total of Group balance sheet line items | (3,917) | (4,157) |
| Accrued interest reported within borrowings excluded from Net debt | 9 | 20 |
| Derivatives reported within Other financial assets | 20 | 117 |
| Derivatives reported within Other financial liabilities | (62) | (6) |
| (3,950) | (4,026) |
(c) Analysis of movements in Net debt
| Derivatives hedging loans and borrowings US$m | Current borrowings US$m | Non-current borrowings US$m | Liabilities from financing activities US$m | Accrued interest US$m | Cash and cash equivalents US$m | Net debt (Restated) (Note 6) US$m | |
|---|---|---|---|---|---|---|---|
| At 1 April 2021 | 111 | (655) | (3,682) | (4,226) | 20 | 180 | (4,026) |
| Cash flow | 16 | 56 | 1 | 73 | — | (35) | 38 |
| Borrowings cash flow | — | 583 | (571) | 12 | — | — | 12 |
| Reclassification of borrowings | — | (45) | 45 | — | — | — | — |
| Net interest paid | — | — | — | — | — | 12 | 12 |
| Movement on accrued interest | — | 11 | — | 11 | (11) | — | — |
| Net cash flow | 16 | 605 | (525) | 96 | (11) | 86 | 171 |
| Non-cash lease obligation additions and disposals | — | (8) | (27) | (35) | — | — | (35) |
| Principal lease payments | — | — | — | — | — | 57 | 57 |
| Net share purchases | — | — | — | — | — | (149) | (149) |
| Additions through business combinations | — | (2) | — | (2) | — | — | (2) |
| Fair value gains/(losses) | (65) | 4 | 40 | (21) | — | — | (21) |
| Exchange and other movements | (104) | (1) | 155 | 50 | — | 5 | 55 |
| At 31 March 2022 | (42) | (57) | (4,039) | (4,138) | 9 | 179 | (3,950) |
| At 1 April 2020 | 35 | (498) | (3,916) | (4,379) | 5 | 277 | (4,097) |
| Cash flow | (54) | 56 | — | 2 | — | (276) | (274) |
| Borrowings cash flow | — | 424 | (98) | 326 | — | — | 326 |
| Reclassification of borrowings | — | (558) | 558 | — | — | — | — |
| Net interest paid | — | — | — | — | — | 115 | 115 |
| Movement on accrued interest | — | (1) | (14) | (15) | 15 | — | — |
| Net cash flow | (54) | (79) | 446 | 313 | 15 | (161) | 167 |
| Non-cash lease obligation additions and disposals | — | (15) | (34) | (49) | — | — | (49) |
| Principal lease payments | — | — | — | — | — | 56 | 56 |
| Net share purchases | — | — | — | — | — | 19 | 19 |
| Additions through business combinations | — | (3) | (16) | (19) | — | — | — |
Following the implementation of IFRS 16, we have reviewed emerging practice and have updated our definition of Net debt to include lease obligations. The comparative position has been revised to include lease liabilities, net of accrued interest, of US$200m. Lease obligation disposals in the year ended 31 March 2021 of US$8m, previously reported within exchange and other movements, are now recorded within non-cash lease obligation additions and disposals.
| Fair value gains | |||||||
|---|---|---|---|---|---|---|---|
| 10 | 3 | 31 | 44 | — | — | 44 | |
| Exchange and other movements | 120 | (63) | (193) | (136) | — | (11) | (147) |
| At 31 March 2021 | 1 | 111 | (655) | (3,682) | (4,226) | 20 | 180 |
29. Leases
The Group’s lease portfolio consists of 42 (2021: 35) significant property leases across the countries in which we operate. In addition, we lease approximately 104 (2021: 121) smaller properties, 757 (2021: 700) motor vehicles, and a small number of hardware assets. The average remaining lease term is 4.1 years (2021: 4.5 years) for significant property leases, 1.5 years (2021: 1.3 years) for other minor property leases and 1.9 years (2021: 2.0 years) for motor vehicles and plant and equipment. Extension and termination options are included within a number of property and equipment leases across the Group. These are used to maximise operational flexibility in terms of managing assets and lease exposures. The majority of extension and termination options are exercisable only by the Group and not by the respective lessor.
(a) Amounts recognised in the Group balance sheet
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Right-of-use assets: | ||
| Land and buildings | 22 | 119 |
| Motor vehicles | 22 | 13 |
| Plant and equipment | 22 | 21 |
| At 31 March | 153 | 172 |
| Lease obligations: | ||
| Current | 27 | 54 |
| Non-current | 27 | 126 |
| At 31 March | 180 | 202 |
During the year ended 31 March 2021 the Group derecognised right-of-use assets of US$13m due to sublease arrangements in North America. The lease receivable held in relation to subleases at 31 March 2022 was US$11m (2021: US$13m), of which US$9m (2021: US$11m) falls due after more than one year. Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the incremental borrowing rate is used. The incremental borrowing rate is unique to each country and class of assets therein and is based on the Group’s cost of debt, adjusted for factors specific to individual lessees and their borrowing capacity. The Group is exposed to potential future increases in variable lease payments based on an index or a rate, which are not included in the lease obligation until they take effect.
(b) Maturity of lease obligations – contractual undiscounted cash flows
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Less than one year | 60 | 58 |
| One to two years | 49 | 54 |
| Two to three years | 32 | 40 |
| Three to four years | 21 | 25 |
| Four to five years | 12 | 16 |
| Over five years | 29 | 37 |
| Total undiscounted lease obligations at 31 March | 203 | 230 |
(c) Amounts recognised in the Group income statement
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Depreciation charge for right-of-use assets: | ||
| Land and buildings | 22 | 39 |
| Motor vehicles | 22 | 6 |
| Plant and equipment | 22 | 11 |
| Total depreciation charge for right-of-use assets | 56 | |
| Interest expense | 15 | 8 |
| Expense relating to the lease of low-value assets | 10 | 10 |
| Total | 74 |
We had no material sublease income in the current or prior year.
(d) Amounts recognised in the Group cash flow statement
During the year lease payments of US$66m (2021: US$66m) comprised US$57m (2021: US$56m) for repayments of principal and US$9m (2021: US$10m) for payments of interest.
(e) Lease commitments
The Group’s commitments for lease agreements where the term has not yet commenced total US$2m (2021: US$1m); such amounts are not recognised as lease obligations or right-of-use assets.
30. Financial assets and liabilities
(a) Financial assets revalued through OCI
| 2022 US$m | 2021 US$m | |||||
|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | |
| Cash flow hedge of borrowings (cross-currency swaps) | — | 13 | 13 | — | 37 | 37 |
| Listed investments | — | 67 | 67 | — | 44 | 44 |
| Trade investments | — | 295 | 295 | — | 164 | 164 |
| — | 375 | 375 | — | 245 | 245 |
Listed investments includes investments held in the UK to secure certain unfunded pension arrangements (note 34(b)).
(b) Other financial assets and liabilities
(i) Summary
| 2022 US$m | 2021 US$m | |||||
|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | |
| Assets | ||||||
| Financial assets held at amortised cost | — | 1 | 1 | — | 103 | 103 |
| Derivative financial instruments: | ||||||
| Fair value hedge of borrowings (cross-currency swaps) | — | — | — | — | 81 | 81 |
| Fair value hedge of borrowings (interest rate swaps) | — | — | — | 5 | — | 5 |
| Derivatives used for hedging | 1 | — | — | 5 | 81 | 86 |
| Non-hedging derivatives (equity swaps) | 1 | — | 1 | — | — | — |
| Non-hedging derivatives (foreign exchange contracts) | 6 | — | 6 | 6 | — | 6 |
| Non-hedging derivatives (interest rate swaps) | — | 62 | 62 | 9 | 27 | 36 |
| Other financial assets at fair value through profit or loss | — | 18 | 18 | — | 12 | 12 |
| Assets at fair value through profit or loss | 7 | 80 | 87 | 20 | 120 | 140 |
| Total other financial assets | 7 | 81 | 88 | 20 | 223 | 243 |
| Total other financial assets comprise: | ||||||
| Loans and receivables | — | 1 | 1 | — | 103 | 103 |
| Derivative financial instruments | 7 | 62 | 69 | 20 | 108 | 128 |
| Convertible loan notes | — | 18 | 18 | — | 12 | 12 |
| 7 | 81 | 88 | 20 | 223 | 243 | |
| Liabilities | ||||||
| Derivative financial instruments: | ||||||
| Fair value hedge of borrowings (cross-currency swaps) | — | 17 | 17 | — | — | — |
| Fair value hedge of borrowings (interest rate swaps) | — | 17 | 17 | — | — | — |
| Derivatives used for hedging | 1 | — | 34 | 34 | — | — |
| Non-hedging derivatives (equity swaps) | — | 2 | 2 | — | 2 | 2 |
| Non-hedging derivatives (foreign exchange contracts) | 18 | — | 18 | 6 | — | 6 |
| Non-hedging derivatives (interest rate swaps) | 1 | 3 | 4 | 2 | 64 | 66 |
| Derivative financial instruments | 2 | 19 | 39 | 58 | 8 | 66 |
| Options in respect of non-controlling interests | 3 | 187 | 190 | 7 | 213 | 220 |
| Total other financial liabilities | 22 | 226 | 248 | 15 | 279 | 294 |
- Derivatives used for hedging are in documented hedge accounting relationships.
- Derivative financial liabilities are valued at fair value through profit or loss (FVPL). Amounts recognised in the Group income statement in connection with the Group’s hedging instruments are disclosed in note 15. There is no material difference between the fair values and the book values stated above. Financial assets held at amortised cost principally comprise amounts due following the disposal of businesses and include accrued interest. Other financial assets at fair value through profit or loss comprise convertible loan notes purchased when acquiring interests in associates or trade investments.
(ii) Fair value and notional principal amounts of derivative financial instruments
| 2022 | 2021 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| Fair value | Notional | Fair value | Notional | |
| US$m | US$m | US$m | US$m | US$m |
| Cross-currency swaps | 13 | 514 | 17 | 899 |
| Interest rate swaps | 62 | 1,600 | 21 | 900 |
| Equity swaps | 1 | 13 | 2 | 15 |
| Foreign exchange contracts | 6 | 515 | 18 | 839 |
| 82 | 2,642 | 58 | 2,653 |
Notional principal amounts are the amount of principal underlying the contracts at the reporting dates.
(iii) Offsetting derivative financial assets and liabilities held with the same counterparty
| 2022 US$m | 2021 US$m | 2022 US$m | 2021 US$m | |
|---|---|---|---|---|
| Assets | Assets | Liabilities | Liabilities | |
| Reported in the Group balance sheet | 82 | 165 | 58 | 74 |
| Related amounts not offset in the Group balance sheet | (44) | (60) | (44) | (60) |
| Net amount | 38 | 105 | 14 | 14 |
There are no amounts offset within the assets and liabilities reported in the Group balance sheet.
(c) Hedge accounting
(i) Fair value and cash flow hedges
We use interest rate swaps to hedge the interest rate risk arising on fixed rate borrowings, and cross-currency swaps to hedge the currency and interest rate risk arising on foreign currency fixed rate borrowings. Our risk management strategy for interest rate risk and currency risk is outlined in note 7. We determine the existence of an economic relationship between the hedging instruments and hedged items by comparing the currency, reference interest rates, duration, repricing and maturity dates and the notional amounts of the hedging instruments to those of the hedged items. We have established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of interest rate swaps and cross-currency swaps is identical to the hedged risk components. The main sources of ineffectiveness in the hedge accounting relationships arise from:
* The application of different interest rate curves to discount the cash flows of the hedged item and those of the hedging instrument.
* Differences in timing of cash flows of the hedged item and hedging instrument.
* The different impact of the counterparties’ credit risk on the fair value movements of the hedging instrument compared to the hedged item.
(ii) Analysis of hedging instruments
The Group held the following instruments to hedge exposures to changes in foreign currency and interest rates.
At 31 March 2022
| Maturity | Less than one year | One to two years | Two to three years | Three to four years | Four to five years | Over five years |
|---|---|---|---|---|---|---|
| Fair value hedges | ||||||
| Interest rate risk | ||||||
| Interest rate swaps: | ||||||
| Notional amount (US$m) | — | — | — | — | — | 300 |
| Weighted average fixed interest rate | — | — | — | — | — | 1.66% |
| Cross-currency swaps: | ||||||
| Notional amount (US$m) | — | — | 395 | — | 504 | — |
| Weighted average fixed interest rate | — | — | 2.13% | — | 1.38% | — |
| Foreign currency risk | ||||||
| Cross-currency swaps: | ||||||
| Notional amount (US$m) | — | — | 395 | — | 504 | — |
| EUR:USD forward contract rate | — | — | — | — | 1.12 | — |
| GBP:USD forward contract rate | — | — | 1.32 | — | — | — |
| Cash flow hedge | ||||||
| Foreign currency risk | ||||||
| Cross-currency swaps: | ||||||
| Notional amount (US$m) | — | — | — | 515 | — | — |
| GBP:USD forward contract rate | — | — | — | 1.29 | — | — |
(d) Impact of hedging instruments
| 2022 | 2021 | |
|---|---|---|
| Notional amount of hedging instrument US$m |
Carrying amount of hedging instrument US$m |
|
| Fair value hedges | ||
| Interest rate risk | ||
| Interest rate swaps | 300 | — |
| Cross-currency swaps | 899 | — |
| Foreign exchange risk | ||
| Cross-currency swaps | 899 | — |
| Cash flow hedge | ||
| Foreign currency risk | ||
| Cross-currency swaps | 515 | 13 |
Interest rate and cross-currency swaps are reported within Other financial assets and Other financial liabilities in the Group balance sheet.
30. Financial assets and liabilities continued
(e) Impact of hedged items
| 2022 | 2021 | |
|---|---|---|
| Carrying amount of hedged item US$m |
Accumulated amount of fair value hedge adjustments included in the carrying amount of the hedged item US$m |
|
| Liabilities | ||
| Fair value hedges | ||
| Interest rate risk | (1,165) | (31) |
| Foreign exchange risk | (886) | (5) |
| Cash flow hedge | ||
| Foreign exchange risk | (525) | n/a |
The hedging reserve at 31 March 2022 includes US$4m (2021: US$2m) in respect of the cash flow hedge. Borrowings are reported within Borrowings in the Group balance sheet.
(f) Impact of hedge ineectiveness
| Fair value hedges (Note 15(c)) | 2022 US$m |
2021 US$m |
|---|---|---|
| Interest rate risk | (7) | 6 |
| Foreign exchange risk | 4 | (4) |
| (Gains)/losses on items in hedging relationships – hedge ineectiveness | (3) | 2 |
Hedge ineffectiveness is reported within Net finance costs in the Group income statement.
(g) Analysis by valuation method for put options and items measur ed at fair value
| 2022 | 2021 | |
|---|---|---|
| Level 1 US$m |
Level 2 US$m |
|
| Financial assets: | ||
| Derivatives used for hedging – fair value hedges | — | — |
| Non-hedging derivatives | — | 69 |
| Other financial assets at fair value through profit or loss | — | — |
| Financial assets at fair value through profit or loss (note 30(b)) | — | 69 |
| Derivatives used for hedging – cash flow hedge | — | 1 |
| Listed and trade investments | 67 | — |
| Financial assets revalued through OCI (note 30(a)) | 67 | 1 |
| Total Financial Assets | 67 | 70 |
| Financial liabilities: | ||
| Derivatives used for hedging – fair value hedges | — | (34) |
| Non-hedging derivatives | — | (24) |
| Other liabilities at fair value through profit or loss | — | — |
| Financial liabilities at fair value through profit or loss (note 30(b)) | — | (58) |
| Options in respect of non-controlling interests | — | — |
| Total Financial Liabilities | — | (58) |
| Net financial assets/(liabilities) | 67 | 12 |
The analysis by level is a requirement of IFRS 13 and the definitions are summarised here for completeness:
* a assets and liabilities whose valuations are based on unadjusted quoted prices in active markets for identical assets and liabilities are classified as Level 1
* a assets and liabilities which are not traded in an active market, and whose valuations are derived from available market data that is observable for the asset or liability, are classified as Level 2; and
* a assets and liabilities whose valuations are derived from inputs not based on observable market data are classified as Level 3.
Level 3 items principally comprise minority shareholdings in unlisted businesses, trade investments, contingent consideration and put options associated with corporate transactions. Unlisted equity investments, initially measured at cost, are revalued where sufficient indicators are identified that a change in the fair value has occurred. The inputs to any subsequent valuations are based on a combination of observable evidence from external transactions in the investee’s equity and estimated discounted cash flows that will arise from the investment. Valuations of material contingent consideration, and put options associated with corporate transactions, are based on Monte Carlo simulations using the most recent management expectations of relevant business performance, reflecting the different contractual arrangements in place. There would be no material effect on the amounts stated from any reasonably possible change in such inputs at 31 March 2022.
During the year ended 31 March 2022 a Level 3 investment has been reclassified to Level 1. Further details are provided in note 30(h). There were no transfers between levels during the prior year.
(h) Analysis of movements in Level 3 financial assets/(liabilities)
| Year ended 31 March 2022 | Year ended 31 March 2021 | |
|---|---|---|
| Financial assets revalued through OCI US$m |
Other financial assets at FVPL US$m |
|
| At 1 April | 164 | 12 |
| Additions¹,² | 24 | 8 |
| Reclassification of associate to trade investment (note 23) | 1 | 38 |
| Reclassification of Level 3 investment to Level 1³ | (30) | — |
| Disposals | (12) | — |
| Settlement of contingent consideration | — | — |
| Cash payment on exercise of put option | — | — |
| Adjustment to the fair value of contingent consideration | — | — |
| Valuation gains recognised in the Group income statement⁴ | — | — |
| Valuation gains recognised in OCI | 10 | — |
| Currency translation gains/(losses) recognised directly in OCI | (2) | — |
| Other | 3 | (2) |
| At 31 March | 295 | 18 |
¹ Additions to put options in the year ended 31 March 2022 included US$13m in respect of the acquisition of Servicios de Información Avanzada Comercial Y Financiera S.A. (Sinacofi Buró), and in the year ended 31 March 2021 comprised US$201m in respect of the acquisition of the Risk Management division of AFS, and US$7m for the acquisition of Brain Soluções de Tecnologia Digital Ltda.
² Additions to contingent consideration comprised US$46m (2021: US$33m) in respect of acquisitions.
³ Our investment in Grab Holdings Limited has been reclassified as a Level 1 investment following Nasdaq listing.
⁴ Movements in the present value of expected future payments for put options are unrealised and are recognised in financing fair value remeasurements in the Group income statement.
31. Fair value methodology
Information in respect of the carrying amounts and the fair value of borrowings is included in note 27(a). There are no material differences between the carrying value of the Group’s other financial assets and liabilities not measured at fair value and their estimated fair values.
The following assumptions and methods are used to estimate the fair values:
* the fair values of receivables, payables and cash and cash equivalents are considered to approximate to the carrying amounts;
* the fair values of short-term borrowings, other than bonds, are considered to approximate to the carrying amounts due to the short maturity terms of such instruments;
* the fair value of that portion of bonds carried at amortised cost is based on quoted market prices, employing a valuation methodology falling within Level 1 of the IFRS 13 fair value hierarchy;
* the fair values of long-term variable rate bank loans and lease obligations are considered to approximate to the carrying amount; and
* the fair values of other financial assets and liabilities are calculated based on a discounted cash flow analysis, using a valuation methodology falling within Level 2 of the IFRS 13 fair value hierarchy, apart from the fair value of trade investments and contingent consideration which use a valuation methodology falling within Level 3 of the## 32. Contractual undiscounted future cash flows for financial liabilities
IFRS 13 fair value hierarchy.
| Less than one year US$m | One to two years US$m | Two to three years US$m | Three to four years US$m | Four to five years US$m | Over five years US$m | Total US$m | |
|---|---|---|---|---|---|---|---|
| At 31 March 2022 | |||||||
| Borrowings | 146 | 141 | 647 | 625 | 642 | 2,609 | 4,810 |
| Net settled derivative financial instruments – interest rate swaps | 6 | 5 | — | (1) | (1) | (7) | 2 |
| Gross settled derivative financial instruments: | |||||||
| Outflows for derivative contracts | 861 | 19 | 411 | 12 | 506 | — | 1,809 |
| Inflows for derivative contracts | (839) | (15) | (409) | (7) | (506) | — | (1,776) |
| Gross settled derivative financial instruments | 22 | 4 | 2 | 5 | — | — | 3 |
| Options in respect of acquisitions and non-controlling interests | 2 | — | — | 8 | 16 | 8 | 34 |
| Trade and other payables | 60 | 4 | 74 | 4 | 1 | 8 | 155 |
| Cash outflows | 780 | 224 | 653 | 638 | 817 | 2,623 | 5,735 |
| At 31 March 2021 | |||||||
| Borrowings | 749 | 138 | 124 | 660 | 639 | 2,704 | 5,014 |
| Net settled derivative financial instruments – interest rate swaps | 28 | 26 | 19 | 11 | 8 | 6 | 98 |
| Gross settled derivative financial instruments: | |||||||
| Outflows for derivative contracts | 545 | — | — | — | — | — | 545 |
| Inflows for derivative contracts | (539) | — | — | — | — | — | (539) |
| Gross settled derivative financial instruments | 6 | — | — | — | — | — | 6 |
| Options in respect of non-controlling interests | 7 | — | — | — | 11 | 202 | 220 |
| Trade and other payables | 562 | 43 | — | — | — | 2 | 607 |
| Cash outflows | 1,352 | 207 | 143 | 671 | 658 | 2,914 | 5,945 |
The table above analyses financial liabilities into maturity groupings, based on the period from the balance sheet date to the contractual maturity date. As the amounts disclosed are the contractual undiscounted cash flows, they differ from the carrying values and fair values. Contractual undiscounted future cash outflows for derivative financial liabilities in total amount to US$35m (2021: US$104m).
205 Experian plc Annual Report 2022
Financial statements
Notes to the Group financial statements continued
33. Share incentive plans
(a) Cost of share-based compensation
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Share awards | 142 | 99 |
| Share options | 7 | 7 |
| Expense recognised (all equity-settled) | 149 | 106 |
| Charge for associated social security obligations | 9 | 5 |
| Total expense recognised in the Group income statement | 158 | 111 |
The Group has a number of equity-settled, share-based employee incentive plans. Further information on share award arrangements is given in note 33(b). As the numbers of share options granted or outstanding and the related charge to the Group income statement are not significant, no further disclosures are included in these financial statements.
(b) Share awards
(i) Summary of arrangements and performance conditions
There are three plans under which share awards are currently granted – the two Experian Co-investment Plans (the CIP) and the Experian Performance Share Plan (the PSP). Awards typically take the form of a grant of free shares which vest over a service period of three years, with a maximum term generally of the same length, and are settled by share distribution. The assumption at grant date for employee departures prior to vesting is 20% for certain unconditional awards, which are only made under the PSP. Other details in respect of conditional awards are given below.
During the year ended 31 March 2021, a one-off award was made under the PSP to employees who are not eligible to participate in existing share award schemes. These awards had no service or performance conditions attached and vested immediately. Participants who hold the shares received for three years will be entitled to receive two matching shares for each share they originally received. The grant date assumption is that 30% of these matching awards will not vest.
CIP
For the purposes of IFRS 2, the grant date for these plans is the start of the financial year in which performance is assessed. This is before the number of shares to be awarded is determined but the underlying value of the award is known, subject to the outcome of the performance condition. The value of awarded shares reflects the performance outcome assumed at the date of their issue to participants and is recognised over a four-year period. The range of performance conditions for awards under these plans is set out below. The Profit performance condition requires adjusted Benchmark EPS growth at the stated percentages over a three-year period. The cumulative Benchmark operating cash flow performance condition (the Cash Flow condition) is based on cumulative Benchmark operating cash flow over a three-year period. The period of assessment commences at the beginning of the financial year of grant. These are not market-based performance conditions as defined by IFRS 2.
PSP
The range of Profit performance conditions for conditional awards under this plan is the same as those for the CIP described above. The Return on Capital Employed condition (ROCE condition) requires average ROCE over the period at the percentages stated below. Both these conditions are not market-based performance conditions as defined by IFRS 2 and are also measured over a three-year period commencing at the beginning of the financial year of grant. The TSR performance condition is considered a market-based performance condition as defined by IFRS 2. In valuing the awarded shares, TSR is evaluated using a Monte Carlo simulation, with historic volatilities and correlations for comparator companies measured over the three-year period preceding valuation and an implied volatility for Experian plc ordinary shares.
| CIP | PSP | CIP | PSP | CIP | PSP | |
|---|---|---|---|---|---|---|
| 31 March 2022 | 31 March 2021 | 31 March 2020 | ||||
| Profit condition: | ||||||
| Proportion of awards subject to condition | 50% | 50% | 50% | 50% | 50% | 50% |
| Minimum payout requirement | 5% per annum | 5% per annum | 3% per annum | 3% per annum | 5% per annum | 5% per annum |
| Target payout requirement | 7% per annum | 7% per annum | 4% per annum | 4% per annum | 6% per annum | 6% per annum |
| Maximum payout requirement | 10% per annum | 10% per annum | 7% per annum | 7% per annum | 9% per annum | 9% per annum |
| Assumed outcome at grant date | 66.7% | 66.7% | 77.8% | 77.8% | 66.7% | 66.7% |
| Cash flow condition: | ||||||
| Proportion of awards subject to condition | 50% | 50% | 50% | 50% | ||
| Minimum payout requirement | US$4.0bn | US$3.7bn | US$3.7bn | |||
| Target payout requirement | US$4.2bn | US$3.8bn | US$3.8bn | |||
| Maximum payout requirement | US$4.4bn | US$4.1bn | US$4.1bn | |||
| Assumed outcome at grant date | 64.5% | 77.8% | 77.2% | |||
| ROCE condition: | ||||||
| Proportion of awards subject to condition | 25% | 25% | 25% | 25% | ||
| Minimum payout requirement | 14.5 % per annum | 14.5% per annum | 14.5% per annum | |||
| Target payout requirement | 15.4 % per annum | 15.4% per annum | 15.4% per annum | |||
| Maximum payout requirement | 16.0 % per annum | 16.0% per annum | 16.0% per annum | |||
| Assumed outcome at grant date | 72% | 83% | 75% | |||
| TSR condition: | ||||||
| Proportion of awards subject to condition | 25% | 25% | 25% | 25% | ||
| Assumed outcome at grant date | 61.8% | 61.8% | 61.8% | 61.8% |
(ii) Information on share grant valuations
Share grants are valued by reference to the market price on the day of award, with no modification for dividend distributions or other factors, as participants are entitled to dividend distributions on awarded shares. Market-based performance conditions are included in the fair value measurement on the grant date and are not revised for actual performance. Awards granted in the year ended 31 March 2022 had a weighted average fair value per share of £27.25 (2021: £26.84).
(iii) Share awards outstanding
| 2022 million | 2021 million | |
|---|---|---|
| At 1 April | 10.9 | 12.2 |
| Grants | 4.6 | 4.1 |
| Forfeitures | (0.8) | (0.5) |
| Lapse of awards | (0.3) | (0.3) |
| Vesting | (3.3) | (4.6) |
| At 31 March | 11.1 | 10.9 |
| Analysis by plan: | ||
| CIP | 3.6 | 3.5 |
| PSP – conditional awards | 2.7 | 3.0 |
| PSP – unconditional awards | 4.8 | 4.4 |
| At 31 March | 11.1 | 10.9 |
-
Share incentive plans continued
-
(i) Summary of arrangements and performance conditions continued
207 Experian plc Annual Report 2022
Financial statements
Notes to the Group financial statements continued
34. Post-employment benefit plans and related risks
An overview of the Group’s post-employment benefit plans and the related risks is given below. The additional information required by IAS 19, which relates only to the Group’s defined benefit pension plans and post-employment medical benefits obligations, is set out in note 35.
(a) Funded pension plans
The Group’s principal defined benefit plan is the Experian Pension Scheme, which provides benefits for certain UK employees. The plan was closed to new entrants in 2009. On 1 September 2021, the outcome of a consultation with active members of the plan, on the proposal to cease future accrual of new benefits, was determined. The plan was closed to the future accrual of new benefits from 1 April 2022, and active member benefits were crystallised as deferred pensions from that date. No material impact on the Group’s net post-employment benefit assets resulted from this change. All UK employees were offered membership of the Group’s UK defined contribution plan from April 2022.
The Experian Pension Scheme has rules which specify the benefits to be paid, with the level of pension benefit that an employee will receive on retirement dependent on age, length of service and salary. As at 31 March 2022, there were 86 (2021: 95) active members of this plan, 1,239 (2021: 1,309) deferred members and 2,462 (2021: 2,494) pensioner members.
The Group provides a defined contribution plan to other eligible UK employees. This was formerly the Experian Retirement Savings Plan (ERSP), however during the year a new plan was launched, namely the Experian Pensions Savings Plan, which is part of a mastertrust arrangement managed by Legal and General Group plc. The assets of the Experian Retirement Savings Plan were transferred to the Experian Pensions Savings Plan during February 2022.# 35. Post-employment benefits – IAS 19 information
(a) Post-employment benefit amounts recognised in the Group financial statements
(i) Balance sheet assets/(obligations)
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Retirement benefit assets/(obligations) – funded defined benefit plans: | ||
| Fair value of funded plans’ assets | 1,214 | 1,274 |
| Present value of funded plans’ obligations | (998) | (1,172) |
| Assets in the Group balance sheet for funded defined benefit pensions | 216 | 102 |
| Obligations for unfunded post-employment benefits: | ||
| Present value of defined benefit pensions – unfunded plans | (48) | (51) |
| Present value of post-employment medical benefits | (4) | (4) |
| Liabilities in the Group balance sheet | (52) | (55) |
| Net post-employment benefit assets | 164 | 47 |
Pension assets are deemed to be recoverable and there are no adjustments in respect of minimum funding requirements as, under the rules of the UK Experian Pension Scheme, future economic benefits are available to the Group in the form of reductions in future contributions or refunds of surplus.
(ii) Income statement charge
| By nature of expense: | 2022 US$m | 2021 US$m |
|---|---|---|
| Current service cost | 5 | 4 |
| Administration expenses | 3 | 2 |
| Charge within labour costs and operating profit | 8 | 6 |
| Interest income | (1) | (1) |
| Total net charge to the Group income statement | 7 | 5 |
The income statement charge and the remeasurement recognised in the Statement of comprehensive income relate to defined benefit pension plans.
(b) Movements in net post-employment benefit assets/(obligations) recognised in the Group balance sheet
| Fair value of plan assets US$m | Present value of obligations US$m | Movements in net position US$m | |
|---|---|---|---|
| Defined benefit pensions – funded US$m | Defined benefit pensions – unfunded US$m | Post- employment medical benefits US$m | |
| At 1 April 2021 | 1,274 | (1,172) | (51) |
| Income statement (charge)/credit: | |||
| Current service cost | — | (5) | — |
| Administration expenses | (3) | — | — |
| Interest income/(expense) | 25 | (23) | (1) |
| Total (charge)/credit to the Group income statement | 22 | (28) | (1) |
| Remeasurements: | |||
| Return on plan assets other than interest | 19 | — | — |
| Gains from change in demographic assumptions | — | 1 | — |
| Gains from change in financial assumptions | — | 87 | 2 |
| Experience gains/(losses) | — | 13 | (1) |
| Remeasurement of post-employment benefit assets and obligations | 19 | 101 | 1 |
| Differences on exchange | (60) | 52 | 1 |
| Contributions paid by the Group and employees | 11 | (1) | — |
| Benefits paid | (52) | 50 | 2 |
| At 31 March 2022 | 1,214 | (998) | (48) |
| Fair value of plan assets US$m | Present value of obligations US$m | Movements in net position US$m | |
|---|---|---|---|
| Defined benefit pensions – funded US$m | Defined benefit pensions – unfunded US$m | Post- employment medical benefits US$m | |
| At 1 April 2020 | 1,023 | (940) | (44) |
| Income statement (charge)/credit: | |||
| Current service cost | — | (4) | — |
| Administration expenses | — | (2) | — |
| Interest income/(expense) | 23 | (21) | (1) |
| Total (charge)/credit to the Group income statement | 23 | (27) | (1) |
| Remeasurements: | |||
| Return on plan assets other than interest | 142 | — | — |
| Gains from change in demographic assumptions | — | 2 | — |
| Losses from change in financial assumptions | — | (137) | (5) |
| Remeasurement of post-employment benefit assets and obligations | 142 | (135) | (5) |
| Differences on exchange | 121 | (112) | (3) |
| Contributions paid by the Group and employees | 11 | (1) | — |
| Benefits paid | (46) | 43 | 2 |
| At 31 March 2021 | 1,274 | (1,172) | (51) |
(c) Actuarial assumptions and sensitivities
The accounting valuations at 31 March 2022 have been based on the most recent actuarial valuations, updated to take account of the requirements of IAS 19. The assumptions for the real discount rate, pension increases and mortality, used to calculate the present value of the defined benefit obligations, all have a significant effect on the accounting valuation. Changes to these assumptions in the light of prevailing conditions may have a significant impact on future valuations.
Indications of the sensitivity of the amounts reported at 31 March 2022 to changes in the real discount rate, pension increases, life expectancy and medical costs are included below. The pension increase assumption is affected by the way that future volatility of the inflation assumption is modelled. Following guidance from our actuarial advisors, this model has been revised in the year ended 31 March 2022 to be consistent with the model used by the Experian Pension Scheme Trustee for funding purposes. The change in estimation approach reduced retirement benefit obligations at 31 March 2022 by approximately US$3m. The other methods and assumptions used are consistent with those used in the prior year, with the exception of the assumption for increase in salaries. The Scheme was closed to the future accrual of new benefits from 1 April 2022 and consequently no further assumption is required for future pensionable salary growth. The absolute sensitivity numbers are stated on a basis consistent with the methodology used in determining the accounting valuation as at 31 March 2022. The methodology evaluates the effect of a change in each assumption on the relevant obligations, while holding all other assumptions constant.
(i) Financial actuarial assumptions
| 2022 % p.a. | 2021 % p.a. | |
|---|---|---|
| Discount rate | 2.8 | 2.0 |
| Inflation rate – based on the UK Retail Prices Index (the RPI) | 3.8 | 3.3 |
| Inflation rate – based on the UK Consumer Prices Index (the CPI) | 3.3 | 2.8 |
| Increase in salaries | n/a | 2.8 |
| Increase for pensions in payment – element based on the RPI (where cap is 5%) | 3.4 | 3.0 |
| Increase for pensions in payment – element based on the CPI (where cap is 2.5%) | 2.0 | 1.9 |
| Increase for pensions in payment – element based on the CPI (where cap is 3%) | 2.3 | 2.2 |
| Increase for pensions in deferment | 3.3 | 2.8 |
| Inflation in medical costs | 6.8 | 6.3 |
The principal financial assumption is the real discount rate, which is the excess of the discount rate over the rate of inflation. The discount rate is based on the market yields on high-quality corporate bonds of a currency and term appropriate to the defined benefit obligations.## 35. Post-employment benefits – IAS 19 information continued
(b) Movements in net post-employment benefit assets/(obligations) recognised in the Group balance sheet continued
The rates of increase for pensions in payment reflect the separate arrangements applying to different groups of Experian’s pensioners. If the inflation rate underlying the pension increases (both in payment and in deferment) increased/decreased by 0.1%, the defined benefit obligations at 31 March 2022 would increase/decrease by approximately US$13m.
(ii) Mortality assumptions – average life expectancy on retirement at age 65 in normal health
| 2022 years | 2021 years | |
|---|---|---|
| For a male currently aged 65 | 22.6 | 22.6 |
| For a female currently aged 65 | 24.5 | 24.5 |
| For a male currently aged 50 | 23.5 | 23.5 |
| For a female currently aged 50 | 25.6 | 25.6 |
The accounting valuation assumes that mortality will be in line with standard tables adjusted to reflect the expected experience of the Experian Pension Scheme membership, based on analysis carried out for the 2019 actuarial valuation. A specific allowance for anticipated future improvements in life expectancy is also incorporated. While COVID-19 has had an impact on mortality in FY22, the impact on future mortality trends is currently unknown and consequently no adjustment has been made to mortality assumptions in this regard. An increase in assumed life expectancy of 0.1 years would increase the defined benefit obligations at 31 March 2022 by approximately US$4m.
(iii) Post-employment medical benefits
The accounting valuation in respect of post-employment medical benefits assumes a rate of increase for medical costs. If this rate increased/decreased by 1.0% per annum, the obligations at 31 March 2022 and the finance expense would remain unchanged.
(d) Assets of the Group’s defined benefit plans at fair value
| 2022 US$m | % | 2021 US$m | % | |
|---|---|---|---|---|
| UK equities | 5 | 1 | 7 | 1 |
| Overseas equities | 141 | 12 | 208 | 16 |
| Index-linked gilts | 450 | 37 | 447 | 35 |
| Global corporate bonds | 355 | 29 | 404 | 32 |
| Secured credit | 184 | 15 | 130 | 10 |
| Other unlisted | 52 | 4 | 49 | 4 |
| Other | 27 | 2 | 29 | 2 |
| Total | 1,214 | 100 | 1,274 | 100 |
The Experian Pension Scheme investment strategy aims to reduce investment risk and funding volatility. With the exception of a target 5% allocation to senior private debt, all other assets are regarded as being readily marketable and regularly traded. The Trustee has adopted funding-based triggers to implement further de-risking of the investment strategy as conditions allow. As a result, during the year the target allocation to equities was reduced from 15% to 10%. These triggers will be kept under review. Over time, the Scheme is expected to increase its allocation to liability matching assets, to provide cash flows to match expected benefit payments. The Trustee believes that Environmental, Social and Governance (ESG) factors may have a material impact on investment risk and return outcomes. ESG factors, including climate change and stewardship, are increasingly integrated within investment processes both in appointing new investment managers and in monitoring existing investment managers. Monitoring is undertaken and documented on a regular basis, making use of the investment consultant’s ESG rating framework. The Group’s defined benefit plans have no holdings of ordinary shares or borrowings of the Company.
(e) Future contributions
There was a small funding deficit at the date of the 2016 full actuarial valuation of the Experian Pension Scheme. To correct the shortfall the employer agreed to pay additional contributions of US$4m per annum over five years from 1 April 2017. The employer agreed to continue to pay these contributions notwithstanding the small surplus recognised following the 2019 full actuarial valuation, and the final additional contribution was paid in the year. As a result of the closure of the Experian Pension Scheme to future accrual, the employer has agreed to pay an additional voluntary contribution equal to 20% of the base salary of participating employees. This payment will be paid either to the Experian Pension Scheme or to the Group’s UK defined contribution plan, at the employees’ option, and US$1m is currently expected to be paid to the Experian Pension Scheme during the year ending 31 March 2023.
36. Deferred and current tax
(a) Deferred tax
(i) Net deferred tax assets/(liabilities)
| 2022 US$m | 2021 US$m | |
|---|---|---|
| At 1 April | (275) | (95) |
| Differences on exchange | (7) | 4 |
| Tax credit/(charge) in the Group income statement (note 16(a)) | 18 | (80) |
| Additions through business combinations | (22) | (100) |
| Tax recognised within OCI | (22) | (1) |
| Tax recognised directly in equity on transactions with owners | 1 | (3) |
| At 31 March | (307) | (275) |
Presented in the Group balance sheet as:
| | | |
| :---------------------------- | :---- | :---- |
| Deferred tax assets | 46 | 86 |
| Deferred tax liabilities | (353) | (361) |
| | (307) | (275) |
Tax recognised in Other comprehensive income is in respect of the remeasurement of post-employment benefit assets and obligations.
(ii) Movements in gross deferred tax assets and liabilities
Assets
| Intangibles US$m | Tax losses US$m | Share incentive plans US$m | Accelerated depreciation US$m | Other US$m | Total US$m | |
|---|---|---|---|---|---|---|
| At 1 April 2021 | 226 | 108 | 36 | 18 | 142 | 530 |
| Differences on exchange | 37 | — | — | (1) | 3 | 39 |
| Tax recognised in the Group income statement | 6 | (12) | 14 | 8 | 34 | 50 |
| Tax recognised within OCI | — | — | — | — | (10) | (10) |
| Tax recognised directly in equity on transactions with owners | — | — | — | 1 | — | 1 |
| Transfers | 1 | — | (1) | (1) | — | (1) |
| At 31 March 2022 | 270 | 96 | 50 | 24 | 169 | 609 |
| Intangibles US$m | Tax losses US$m | Share incentive plans US$m | Accelerated depreciation US$m | Other US$m | Total US$m | |
|---|---|---|---|---|---|---|
| At 1 April 2020 | 246 | 94 | 35 | 10 | 215 | 600 |
| Differences on exchange | (12) | (2) | 1 | 1 | 2 | (10) |
| Tax recognised in the Group income statement | (8) | 16 | 3 | 7 | (77) | (59) |
| Tax recognised within OCI | — | — | — | — | (1) | (1) |
| Tax recognised directly in equity on transactions with owners | — | — | (3) | — | — | (3) |
| Transfers | — | — | — | — | 3 | 3 |
| At 31 March 2021 | 226 | 108 | 36 | 18 | 142 | 530 |
Liabilities
| Intangibles US$m | Accelerated depreciation US$m | Other US$m | Total US$m | |
|---|---|---|---|---|
| At 1 April 2021 | 759 | 27 | 19 | 805 |
| Differences on exchange | 49 | — | (3) | 46 |
| Tax recognised in the Group income statement | 19 | 6 | 7 | 32 |
| Tax recognised within OCI | — | — | 1 | 1 |
| Additions through business combinations | 19 | — | 3 | 22 |
| Transfers | 1 | (1) | (1) | (1) |
| At 31 March 2022 | 847 | 32 | 37 | 916 |
| Intangibles US$m | Accelerated depreciation US$m | Other US$m | Total US$m | |
|---|---|---|---|---|
| At 1 April 2020 | 650 | 24 | 21 | 695 |
| Differences on exchange | (14) | (2) | 2 | (14) |
| Tax recognised in the Group income statement | 23 | 2 | (4) | 21 |
| Additions through business combinations | 100 | — | — | 100 |
| Transfers | — | 3 | — | 3 |
| At 31 March 2021 | 759 | 27 | 19 | 805 |
These movements do not take into consideration the offsetting of assets and liabilities within the same tax jurisdiction. Items classified as Other assets in the above analyses predominantly relate to future tax benefits deferred in line with local tax laws.
(iii) Other information on deferred tax assets and liabilities
As set out in note 5, there are a number of critical judgments in assessing the recognition of deferred tax assets. The Group has not recognised deferred tax on losses of US$641m (2021: US$581m) that could be utilised against future taxable income or on US$265m (2021: US$282m) in respect of capital losses that could be utilised against future taxable gains. While these losses are available indefinitely, they have arisen in undertakings in which it is not currently anticipated that future benefit will be available from their use. The capital losses arising on investments are available for use within five years, and future taxable gains against which the capital losses could be utilised are not currently anticipated. There are retained earnings of US$9,699m (2021: US$8,980m) in subsidiary undertakings which could be subject to tax if remitted to Experian plc. No deferred tax liability has been recognised on these earnings because the Group is in a position to control the timing of the reversal of the temporary difference and it is probable that such differences will not reverse in the foreseeable future. Given the mix of countries and tax rates, it is not practicable to determine the impact of such remittance. During the current year the main rate of UK corporation tax was 19% (2021: 19%). Deferred tax is recognised at the rate prevailing when temporary differences are expected to reverse.
(b) Net current tax assets/(liabilities)
| 2022 US$m | 2021 US$m | |
|---|---|---|
| At 1 April | (142) | (197) |
| Differences on exchange | 3 | (1) |
| Tax charge in the Group income statement – continuing operations 16(a) | (314) | (195) |
| Tax credit in the Group income statement – discontinued operations 17 | 16 | — |
| Additions through business combinations | — | 10 |
| Tax recognised directly in equity on transactions with owners | (1) | 5 |
| Other tax paid | 366 | 236 |
| At 31 March | (72) | (142) |
Presented in the Group balance sheet as:
| | | |
| :------------------------------ | :---- | :---- |
| Current tax assets | 37 | 34 |
| Current tax liabilities | (109) | (176) |
| | (72) | (142) |
Tax recognised directly in equity on transactions with owners relates to employee share incentive plans.
36. Deferred and current tax continued
(ii) Movements in gross deferred tax assets and liabilities continued## 37. Provisions
| North America legal claims US$m | North America security incident costs US$m | Other liabilities US$m | Total US$m | North America legal claims US$m | North America security incident costs US$m | Other liabilities US$m | Total US$m | |
|---|---|---|---|---|---|---|---|---|
| At 1 April | 2 | 8 | 1 | 7 | 27 | 30 | — | 18 |
| Differences on exchange | — | — | 3 | 3 | — | — | (2) | (2) |
| Amounts charged in the year | 2 | 6 | 5 | 13 | — | 8 | 5 | 13 |
| Utilised | (2) | — | (4) | (6) | (28) | — | (4) | (32) |
| At 31 March | 2 | 14 | 21 | 37 | 2 | 8 | 17 | 27 |
Presented in the Group balance sheet as:
| Current provisions | Non-current provisions | Total | Current provisions | Non-current provisions | Total | |
|---|---|---|---|---|---|---|
| At 31 March 2022 | 2 | 14 | 21 | 37 | 2 | 8 |
| At 31 March 2021 | — | — | 4 | 4 | — | — |
In September 2015, Experian North America suffered an unauthorised intrusion to its Decision Analytics computing environment that allowed unauthorised acquisition of certain data belonging to a client, T-Mobile USA, Inc. We notified the individuals who may have been affected and offered free credit monitoring and identity theft resolution services. In addition, government agencies were notified as required by law. We have one remaining claim in respect of the incident and are working with the government bodies involved in this remaining claim. It is currently difficult to predict the result, including the timing and scale, but we do not believe the outcome will be material to the Group. In the event of an unfavourable outcome, the Group may benefit from applicable insurance recoveries.
Other liabilities principally comprise liabilities of Serasa S.A., in connection with local legal and tax issues, which were primarily recognised on its acquisition in 2007.
38. Called-up share capital and share premium account
At 31 March 2022, there were 970.6m shares in issue (2021: 969.6m). During the year ended 31 March 2022, 1.0m (2021: 0.9m) shares were issued. No shares were cancelled during the current or prior year. Further information on share capital is contained in note Q to the Company financial statements.
The difference between the amounts shown in the Group and Company financial statements in respect of called-up share capital and the share premium account arose due to translation of pound sterling amounts into the US dollar at various exchange rates on various translation dates.
39. Retained earnings and other reserves
(a) Retained earnings
Retained earnings comprise net profits retained in the Group after the payment of equity dividends. There are no significant statutory, contractual or exchange control restrictions on distributions by Group undertakings.
(b) Other reserves
(i) Movements in reserves
| Merger reserve US$m | Hedging reserve US$m | Translation reserve US$m | Own shares reserve US$m | Total other reserves US$m | Merger reserve US$m | Hedging reserve US$m | Translation reserve US$m | Own shares reserve US$m | Total other reserves US$m | |
|---|---|---|---|---|---|---|---|---|---|---|
| At 1 April 2021 | (15,682) | 13 | (1,303) | (1,006) | (17,978) | (15,682) | 11 | (1,367) | (1,183) | (18,221) |
| Purchase of shares by employee trusts | — | — | — | (61) | (61) | — | — | — | — | — |
| Purchase of shares held as treasury shares | — | — | — | (111) | (111) | — | — | — | — | — |
| Other vesting of awards and exercises of share options | — | — | — | 49 | 49 | — | — | — | 87 | 87 |
| Change in the fair value of hedging instruments recognised in OCI | — | (24) | — | — | (24) | — | 35 | — | — | 35 |
| Amounts reclassified from OCI to the Group income statement | — | 26 | — | — | 26 | — | (33) | — | — | (33) |
| Currency translation gains | — | — | 35 | — | 35 | — | — | 64 | — | 64 |
| At 31 March 2022 | (15,682) | 15 | (1,268) | (1,129) | (18,064) | (15,682) | 13 | (1,303) | (1,006) | (17,978) |
(ii) Nature of reserves
The merger reserve arose on the demerger from GUS plc in 2006 and is the difference between the share capital and share premium of GUS plc and the nominal value of the share capital of the Company before a share offer at that date.
Movements on the hedging reserve and the position at the balance sheet date reflect hedging transactions, originating from the management of foreign exchange risk, which are not charged or credited to the Group income statement, net of related tax.
Movements on the translation reserve and the position at the balance sheet date reflect foreign currency translations since 1 April 2004 which are not charged or credited to the Group income statement, net of related tax. The movement in the year ended 31 March 2022 comprises currency translation gains of US$35m (2021:US$64m) recognised directly in Other comprehensive income.
The balance on the own shares reserve is the cost of ordinary shares in the Company and further details are given in note 39(b) (iii).
The difference between the amounts shown in the Group and Company financial statements in respect of this reserve arose due to translation of pound sterling amounts into US dollars at different exchange rates on different translation dates.
(iii) Movements in own shares held and own shares reserve
| Number of own shares held Treasury million |
Number of own shares held Trusts million |
Number of own shares held Total million |
Cost of own shares held Treasury US$m |
Cost of own shares held Trusts US$m |
Cost of own shares held Total US$m |
Number of own shares held Treasury million |
Number of own shares held Trusts million |
Number of own shares held Total million |
Cost of own shares held Treasury US$m |
Cost of own shares held Trusts US$m |
Cost of own shares held Total US$m |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At 1 April 2021 | 52 | 4 | 56 | 871 | 135 | 1,006 | 60 | 8 | 68 | 973 | 210 | 1,183 |
| Purchase of shares by employee trusts | — | 2 | 2 | — | 61 | 61 | — | — | — | — | — | — |
| Purchase of shares held as treasury shares | 3 | — | 3 | 111 | — | 111 | — | — | — | — | — | — |
| Transfers | (6) | 6 | — | (87) | 87 | — | (7) | — | (7) | (90) | — | (90) |
| Other vesting of awards and exercises of share options | — | (4) | (4) | (8) | (41) | (49) | (1) | (4) | (5) | (12) | (75) | (87) |
| At 31 March 2022 | 49 | 8 | 57 | 887 | 242 | 1,129 | 52 | 4 | 56 | 871 | 135 | 1,006 |
40. Notes to the Group cash flow statement
(a) Cash generated from operations
| Notes | 2022 US$m | 2021 US$m |
|---|---|---|
| Profit before tax | 1,447 | 1,077 |
| Share of post-tax loss/(profit) of associates | 28 | (21) |
| Net finance (income)/costs | (59) | 127 |
| Operating profit | 1,416 | 1,183 |
| (Profit)/loss on disposal of property, plant and equipment | (4) | 3 |
| Loss on disposal of business | 14(b) | 43 |
| Net profit on disposal of associates | 14(c), 23 | (90) |
| Impairment of goodwill | 20(a), 20(d) | — |
| Impairment of other intangible assets | 21 | — |
| Impairment of property, plant and equipment | 22 | — |
| Amortisation and depreciation¹ | 12 | 658 |
| Charge in respect of share incentive plans | 33(a) | 149 |
| Decrease/(increase) in working capital | 40(b) | 58 |
| Acquisition expenses – difference between income statement charge and amount paid | 7 | (9) |
| Adjustment to the fair value of contingent consideration | 26 | 26 |
| Movement in Exceptional and other non-benchmark items included in working capital | 7 | (10) |
| Cash generated from operations | 2,270 |
¹ Amortisation and depreciation includes amortisation of acquisition intangibles of US$174m (2021: US$138m) which is excluded from Benchmark PBT.
(b) Decrease/(increase) in working capital
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Trade and other receivables | (143) | (31) |
| Trade and other payables | 201 | 18 |
| Decrease/(increase) in working capital | 58 | (13) |
(c) Purchase of other intangible assets
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Databases | 180 | 147 |
| Internally generated software | 236 | 197 |
| Internal use software | 29 | 30 |
| Purchase of other intangible assets | 445 | 374 |
(d) Cash flows on acquisitions (non-GAAP measure)
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Purchase of subsidiaries (note 41(a)) | 706 | 568 |
| Less: net cash acquired with subsidiaries | (17) | (47) |
| Settlement of deferred and contingent consideration | 47 | 5 |
| As reported in the Group cash flow statement | 736 | 526 |
| Acquisition expenses paid | 40 | 47 |
| Settlement of put options held over shares in subsidiaries | 4 | — |
| Transactions in respect of non-controlling interests | 1 | 10 |
| Cash outflow for acquisitions (non-GAAP measure) | 781 | 583 |
(e) Cash outflow/(inflow) in respect of net share purchases (non-GAAP measure)
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Issue of ordinary shares | (24) | (19) |
| Purchase of shares by employee trusts | 61 | — |
| Purchase of shares held as treasury shares | 109 | — |
| Purchase of shares for Co-investment Plan delivery | 3 | — |
| Cash outflow/(inflow) in respect of net share purchases (non-GAAP measure) | 149 | (19) |
As reported in the Group cash flow statement:
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Cash inflow in respect of shares issued | (24) | (19) |
| Cash outflow in respect of share purchases | 173 | — |
| Cash outflow/(inflow) in respect of net share purchases (non-GAAP measure) | 149 | (19) |
(f) Analysis of cash and cash equivalents
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Cash and cash equivalents in the Group balance sheet | 179 | 180 |
| Bank overdrafts | (3) | (10) |
| Cash and cash equivalents in the Group cash flow statement | 176 | 170 |
(g) Reconciliation of Cash generated from operations to Benchmark operating cash flow (non-GAAP measure)
| Notes | 2022 US$m | 2021 US$m |
|---|---|---|
| Cash generated from operations | 40(a) | 2,270 |
| Purchase of other intangible assets | 40(c) | (445) |
| Purchase of property, plant and equipment | (63) | |
| Sale of property, plant and equipment | 23 | 23 |
| Principal lease payments | (57) | |
| Acquisition expenses paid | 40 | 40 |
| Dividends received from associates | 13 | 13 |
| Cash flows in respect of Exceptional and other non-benchmark items | 19 | 19 |
| Benchmark operating cash flow (non-GAAP measure) | 1,800 |
Cash flow conversion for the year ended 31 March 2022 was 109% (2021: 106%). Benchmark free cash flow for the year ended 31 March 2022, as set out in the Financial review within the Strategic report, was US$1,311m (2021: US$1,124m).
41. Acquisitions
(a) Acquisitions in the year
The Group made six acquisitions during the year ended 31 March 2022, including Gabi Personal Insurance Agency, Inc.# 41. Acquisitions (continued)
(Gabi) in the US A on 21 October 2021 for US$322m. This wholly owned digital insurance agency allows us to expand our presence in the auto and home insurance vertical. We also acquired the trade and assets of Tax Credit Co., LLC (TCC) in the USA on 13 April 2021, for a cash consideration of US$252m and contingent consideration of up to US$110m, determined by revenue and profit performance. This acquisition augments our expansion into income and employment verification services and the release of our new suite of real-time products, Experian Verify. In total provisional goodwill of US$469m was recognised based on the fair value of the net assets acquired of US$305m.
| Intangible assets: | Gabi US$m | TCC US$m | Other US$m | Total US$m |
|---|---|---|---|---|
| Customer and other relationships | 87 | 75 | 45 | 207 |
| Software development | 53 | 31 | 21 | 105 |
| Marketing-related acquisition intangibles | 1 | 1 | 7 | 9 |
| Other non-acquisition intangibles | — | — | (6) | (6) |
| Intangible assets | 141 | 107 | 67 | 315 |
| Property, plant and equipment | — | 1 | 3 | 4 |
| Trade and other receivables | 1 | 6 | 36 | 4 |
| Cash and cash equivalents (note 40(d)) | 6 | 2 | 9 | 17 |
| Trade and other payables | (5) | (6) | (39) | (50) |
| Borrowings | — | (1) | (1) | (2) |
| Deferred tax liabilities | (31) | — | 9 | (22) |
| Total identifiable net assets | 112 | 109 | 84 | 305 |
| Goodwill | 214 | 165 | 90 | 469 |
| Total | 326 | 274 | 174 | 774 |
Satisfied by:
| Gabi US$m | TCC US$m | Other US$m | Total US$m | |
|---|---|---|---|---|
| Cash and cash equivalents (note 40(d)) | 322 | 252 | 132 | 706 |
| Put options | — | — | 11 | 11 |
| Deferred consideration | — | — | 11 | 11 |
| Contingent consideration | 4 | 22 | 20 | 46 |
| Total | 326 | 274 | 174 | 774 |
These provisional fair values are determined by using established estimation techniques such as discounted cash flow and option valuation models; the most significant assumption being the retention rates for customers. Provisional fair values contain amounts which will be finalised no later than one year after the date of acquisition. Provisional amounts, predominantly for intangible assets and associated tax balances, have been included at 31 March 2022, as a consequence of the timing and complexity of the acquisitions. Goodwill represents the synergies, assembled workforces and future growth potential of the acquired businesses. The goodwill in relation to TCC and one other acquisition is currently deductible for tax purposes. Other also includes adjustments to goodwill of US$10m in respect of prior year acquisition provisional amounts, principally for a reduction of US$15m to the deferred tax liability for BrScan Processamento de Dados e Tecnologia Ltda, and a reduction of US$6m to the other non-acquisition intangibles of Tapad, Inc, both acquired in FY21. There have been no other material gains, losses, corrections or other adjustments recognised in the year ended 31 March 2022 that relate to acquisitions in the current or earlier years.
(b) Additional information
(i) Current year acquisitions
| Gabi US$m | TCC US$m | Other US$m | Total US$m | |
|---|---|---|---|---|
| Increase/(decrease) in book value of net assets from provisional fair value adjustments: | ||||
| Intangible assets | 141 | 103 | 73 | 317 |
| Trade and other payables | (1) | (2) | (4) | (7) |
| Deferred tax liabilities | (31) | — | 9 | (22) |
| Increase in book value of net assets from provisional fair value adjustments | 109 | 101 | 78 | 288 |
| Gross contractual amounts receivable in respect of trade and other receivables | 1 | 6 | 34 | 41 |
| Pro-forma revenue from 1 April 2021 to date of acquisition | 6 | — | 12 | 18 |
| Revenue from date of acquisition to 31 March 2022 | 5 | 59 | 29 | 93 |
| Profit/(loss) before tax from date of acquisition to 31 March 2022 | (2) | 15 | 4 | 17 |
Experian plc Financial statements 218
At the dates of acquisition, the gross contractual amounts receivable in respect of trade and other receivables of US$41m were expected to be collected in full. If the transactions had occurred on the first day of the financial year, the estimated additional contribution to profit before tax would have been US$3m.
(ii) Prior years’ acquisitions
Deferred consideration of US$4m was settled in the year in respect of Corporate Cost Control, Inc., and a further US$8m was settled in respect of the acquisition of Axesor businesses. Both acquisitions completed in FY21. In addition, US$31m was settled in respect of the FY20 acquisition of Look Who’s Charging Pty Ltd. In the year ended 31 March 2021 US$5m was settled in respect of acquisitions made in earlier years, principally in relation to the FY18 acquisitions of Clarity Services, Inc. and Runpath Group Limited. The Group made seven acquisitions in the year ended 31 March 2021 which included the acquisition of a 60% stake in the Risk Management division of Arvato Financial Solutions (AFS) and the whole of the issued share capital of Tapad, Inc. and BrScan Processamento de Dados e Tecnologia Ltda. A cash outflow of US$521m was reported in the Group cash flow statement for that year, after deduction of US$47m in respect of net cash acquired.
(iii) Post balance sheet acquisitions
On 1 April 2022 the Group completed the acquisition of the entire share capital of BillFixers, LLC, a provider of consumer bill negotiation services in the USA for US$5m, on 4 April 2022 we completed the acquisition of the entire share capital of CIC Plus, Inc. and its affiliate Tayvah, LLC, providers of Affordable Care Act compliance and related employer services, for a purchase consideration of US$187m, and on 5 May 2022 we completed the acquisition of the trade and assets comprising Salary Finance Limited’s Work Report and National Employer Database in the UK for US$29m with contingent consideration of US$14m payable on achievement of a number of integration and data coverage objectives. On 15 May 2022 we agreed to acquire a majority stake in MOVA Sociedade de Empréstimo entre Pessoas S.A. (MOVA), a leading FinTech in Brazil that provides credit capabilities and technology solutions to lenders in the SME market, for R$40m (c. US$8m), and contingent consideration based on MOVA’s calendar year 2024 net revenues, the fair value of which is yet to be determined. We expect the transaction to complete in FY23, subject to regulatory approval. We have also signed an agreement to acquire a majority stake in APC Buró in Panama, with completion expected in FY23. The fair values of goodwill, software development, customer relationships and other assets and liabilities in respect of these acquisitions will be reported in the Experian Annual Report 2023, following completion of the initial accounting.
42. Assets classified as held-for-sale
The Group has reclassified a UK associate as held-for-sale. Additionally, Experian is planning to sell part of its existing UK property portfolio and it is anticipated that this transaction will be completed in the year ending 31 March 2023. The assets relating to these transactions, shown below, have been reclassified at 31 March 2022 as held-for-sale. Any gain or loss on disposal will be recognised in the year ending 31 March 2023.
| Assets classified as held-for-sale: | US$m |
|---|---|
| Investment in associate (note 23) | 29 |
| Property, plant and equipment | 12 |
| Assets classified as held-for-sale | 41 |
43. Disposal
During the year we have ceased the operations of a small UK subsidiary undertaking whose principal business activity was the provision and support of decision analytics software to corporate clients in Russia. As a result of recent geopolitical tensions we no longer continue to operate in the region, and consequently the related business and assets of this undertaking have been written off, resulting in a loss of US$43m, and a cash outflow of US$1m.
44. Capital commitments
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Capital expenditure for which contracts have been placed: | ||
| Other intangible assets | 64 | 6 |
| Property, plant and equipment | 17 | 10 |
| 81 | 16 |
Capital commitments at 31 March 2022 included US$2m (2021: US$1m) in respect of right-of-use assets. Capital commitments at 31 March 2022 included commitments of US$56m not expected to be incurred before 31 March 2023. All commitments at 31 March 2021 were expected to be incurred before 31 March 2022. There were no material leases committed to that had not yet started at 31 March 2022 or 31 March 2021.
- Acquisitions continued
219
Experian plc Annual Report 2022
Financial statements
Notes to the Group financial statements continued
45. Contingencies
(a) Latin America tax
As previously indicated, Serasa S.A. has been advised that the Brazilian tax authorities are challenging the deduction for tax purposes of goodwill amortisation arising from its acquisition by Experian in 2007. The Brazilian courts have ultimately upheld Experian’s position in respect of the tax years from 2007 to 2011 with no further right of appeal. The Brazilian tax authorities have raised similar assessments in respect of the 2012 to 2016 tax years, in which approximately US$162m was claimed, and may raise similar claims in respect of other years. The possibility of this resulting in a liability to the Group is considered to be remote, on the basis of the advice of external legal counsel, success in cases to date and other factors in respect of the claim. We note that a similar challenge has been raised in Colombia in respect of the 2014 and 2016 tax years, in which approximately US$4m was claimed, and similar claims in respect of other years may be raised. We are contesting these on the basis of external legal advice.
(b) UK marketing services regulation
We have received a final enforcement notice from the UK Information Commissioner’s Office (ICO) with respect to a 2018 audit of several companies on the use of data for marketing purposes under the EU General Data Protection Regulation (GDPR), which relates to our marketing services activities in the UK. We disagree with the ICO’s decision and have appealed, during which time all requirements will be stayed. At this stage we do not know what the final outcome will be, but it may require significant changes to business processes in our UK marketing services business.# 46. Related party transactions
(a) Related undertakings
A full list of the Company’s related undertakings, including subsidiary and associate undertakings, is given in note T to the Company financial statements. There are no significant non-controlling interests.
(b) Transactions with associates
Following the divestment of CCM in the year ended 31 March 2018 the Group owns 23.1% of the issued share capital of Vector CM Holdings (Cayman), L.P. (Vector). Vector completed a merger with the CM Group involving its Cheetah Digital business on 4 February 2022. At the date of merger, a promissory note and associated interest due to Experian totalled US$110m (31 March 2021: US$102m). This was repaid in full as a result of the merger. The Group no longer has significant influence over Vector and accordingly our interest in this company has been recognised as a trade investment from 4 February 2022. Interest of US$8m (2021: US$8m) was received on the promissory note in the year. Transactions with associates are made on normal market terms and in the year ended 31 March 2022 comprised the provision and receipt of services to other associates of US$10m (2021: US$3m) and US$7m (2021: US$12m) respectively. At 31 March 2022 and 31 March 2021 no amounts were owed from or to associates, other than amounts owed by Vector at 31 March 2021.
(c) Transactions with other related undertakings
The Group transacts with a number of related undertakings in connection with the operation of its share incentive plans, pension arrangements in the UK, the USA, Brazil, South Africa, Germany and Ireland, and the provision of medical cover in the UK. These undertakings are listed in note T(v) to the Company financial statements. Transactional relationships can be summarised as follows:
- The assets, liabilities and expenses of the Experian UK Approved All-Employee Share Plan and The Experian plc Employee Share Trust are included in these financial statements.
- During the year ended 31 March 2022, US$56m (2021: US$57m) was paid by the Group to related undertakings, in connection with the provision of post-employment pensions benefits. Amounts paid to related undertakings have reduced during the year, following the transition to the new UK defined contribution plan, which is independently managed.
- US$3m (2021: US$3m) was paid to Experian Medical Plan Limited, in connection with the provision of healthcare benefits.
- There were no other material transactions or balances with these related undertakings during the current or prior year.
(d) Remuneration of key management personnel
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Salaries and short-term employee benefits | 12 | 10 |
| Share incentive plans | 17 | 11 |
| 29 | 21 |
Key management personnel comprises the Company’s executive and non-executive directors and further details of their remuneration are given in the audited parts of the Report on directors’ remuneration. There were no other material transactions with the Group in which the key management personnel had a personal interest, in either the current or prior year.
47. Events occurring after the end of the reporting period
Details of the second interim dividend announced since the end of the reporting period are given in note 19. We completed the acquisitions of BillFixers, LLC on 1 April 2022, CIC Plus, Inc. and its affiliate Tayvah, LLC on 4 April 2022 and the trade and assets comprising Salary Finance Limited’s Work Report and National Employer Database on 5 May 2022. On 15 May 2022 we agreed to acquire a majority stake in MOVA Sociedade de Empréstimo entre Pessoas S.A. in Brazil. Further details are provided in note 41(b)(iii).
Experian plc Financial statements 220
Company profit and loss account
for the year ended 31 March 2022
| Notes | 2022 US$m | 2021 US$m | |
|---|---|---|---|
| Other operating income | G | 116.9 | 70.2 |
| Staff costs | H | (4.3) | (3.9) |
| Depreciation | N | (0.3) | (0.3) |
| Other operating expenses | G | (128.2) | (65.1) |
| Operating (loss)/profit | (15.9) | 0.9 | |
| Interest receivable and similar income | I | 69.5 | 81.5 |
| Interest payable and similar expenses | J | (0.2) | (0.3) |
| Dividend income from subsidiary undertakings | M | 250.0 | 100.0 |
| Profit before tax | 303.4 | 182.1 | |
| Tax on profit | K | (13.0) | (20.8) |
| Profit after tax and for the financial year | 290.4 | 161.3 |
The Company has no recognised items of income and expenditure other than those included in the profit and loss account. Total comprehensive income for the financial year is therefore equal to the profit for the financial year.
Company statement of comprehensive income
for the year ended 31 March 2022
| Notes | 2022 US$m | 2021 US$m | |
|---|---|---|---|
| Other operating income | G | 116.9 | 70.2 |
| Staff costs | H | (4.3) | (3.9) |
| Depreciation | N | (0.3) | (0.3) |
| Other operating expenses | G | (128.2) | (65.1) |
| Operating (loss)/profit | (15.9) | 0.9 | |
| Interest receivable and similar income | I | 69.5 | 81.5 |
| Interest payable and similar expenses | J | (0.2) | (0.3) |
| Dividend income from subsidiary undertakings | M | 250.0 | 100.0 |
| Profit before tax | 303.4 | 182.1 | |
| Tax on profit | K | (13.0) | (20.8) |
| Profit after tax and for the financial year | 290.4 | 161.3 |
The Company has no recognised items of income and expenditure other than those included in the profit and loss account. Total comprehensive income for the financial year is therefore equal to the profit for the financial year.
Experian plc Financial statements 222
Company balance sheet
at 31 March 2022
| Notes | 2022 US$m | 2021 US$m | |
|---|---|---|---|
| Fixed assets | |||
| Investments – shares in Group undertakings | M | 19,978.5 | 17,919.5 |
| Right-of-use assets | N | 2.4 | 2.7 |
| Deferred tax assets | K | 2.6 | 15.6 |
| 19,983.5 | 17,937.8 | ||
| Current assets | |||
| Debtors – amounts falling due within one year | O | 2.5 | 1,761.2 |
| Cash at bank and in hand | 0.4 | 0.4 | |
| 2.9 | 1,761.6 | ||
| Current liabilities | |||
| Creditors – amounts falling due within one year | P | (35.3) | (1.1) |
| Net current assets | (32.4) | 1,760.5 | |
| Total assets less current liabilities | 19,951.1 | 19,698.3 | |
| Creditors – amounts falling due after more than one year | P | (2.5) | (2.9) |
| Net assets | 19,948.6 | 19,695.4 | |
| Equity | |||
| Called-up share capital | Q | 73.1 | 73.0 |
| Share premium account | Q | 1,449.9 | 1,425.7 |
| Profit and loss account reserve | R | 18,425.6 | 18,196.7 |
| Total shareholders' funds | 19,948.6 | 19,695.4 |
These financial statements were approved by the Board on 17 May 2022 and were signed on its behalf by:
Kerry Williams
Director at 31 March 2022
223 Experian plc Annual Report 2022 Financial statements
Company statement of changes in equity
for the year ended 31 March 2022
| Called-up share capital (Note Q) US$m | Share premium account (Note Q) US$m | Profit and loss account reserve US$m | Own shares reserve US$m | Total equity US$m | |
|---|---|---|---|---|---|
| At 1 April 2021 | 73.0 | 1,425.7 | 19,171.0 | (974.3) | 19,695.4 |
| Profit and Total comprehensive income for the financial year | — | — | 290.4 | — | 290.4 |
| Transactions with owners: | |||||
| Employee share incentive plans: | |||||
| – value of employee services | — | — | 149.0 | — | 149.0 |
| – shares issued on vesting | 0.1 | 24.2 | — | — | 24.3 |
| – purchase of shares by employee trusts | — | — | — | (61.3) | (61.3) |
| – other vesting of awards and exercises of share options | — | — | (52.3) | 49.2 | (3.1) |
| Purchase of shares held as treasury shares | — | — | — | (110.9) | (110.9) |
| Dividends paid | — | — | (35.2) | — | (35.2) |
| Transactions with owners | 0.1 | 24.2 | 61.5 | (123.0) | (37.2) |
| At 31 March 2022 | 73.1 | 1,449.9 | 19,522.9 | (1,097.3) | 19,948.6 |
| Called-up share capital (Note Q) US$m | Share premium account (Note Q) US$m | Profit and loss account reserve US$m | Own shares reserve US$m | Total equity US$m | |
| At 1 April 2020 | 72.9 | 1,243.6 | 19,012.4 | (1,151.6) | 19,177.3 |
| Profit and Total comprehensive income for the financial year | — | — | 161.3 | — | 161.3 |
| Transactions with owners: | |||||
| Employee share incentive plans: | |||||
| – value of employee services | — | — | 106.3 | — | 106.3 |
| – shares issued on vesting | 0.1 | 19.3 | — | — | 19.4 |
| – other vesting of awards and exercises of share options | — | — | (87.3) | 87.3 | — |
| Shares delivered as consideration for acquisition | — | 162.8 | — | 90.0 | 252.8 |
| Dividends paid | — | — | (21.7) | — | (21.7) |
| Transactions with owners | 0.1 | 182.1 | (2.7) | 177.3 | 356.8 |
| At 31 March 2021 | 73.0 | 1,425.7 | 19,171.0 | (974.3) | 19,695.4 |
Experian plc Financial statements 224
Notes to the Company financial statements
A. Corporate information
Corporate information for Experian plc (the Company) is set out in note 1 to the Group financial statements, with further information given in the Strategic report and the Corporate governance report.
B. Basis of preparation
The separate financial statements of the Company are:
- prepared on the going concern basis, under the historical cost convention, and in accordance with UK accounting standards;
- presented in US dollars, the Company’s functional currency; and
- designed to include disclosures in line with those required by those parts of the UK Companies Act 2006 applicable to companies reporting under UK accounting standards even though the Company is incorporated and registered in Jersey.
The directors opted to prepare the financial statements for the year ended 31 March 2022 in accordance with FRS 101 ‘Reduced Disclosure Framework’. The Company intends to continue to use this accounting framework until further notice.
Going concern
The directors continue to adopt the going concern basis of accounting in preparing the financial statements. Details of the going concern assessment for the Group and the Company are provided in note 2 to the Group financial statements.
C. FRS 101 exemptions
FRS 101 allows certain exemptions from the requirements of IFRS to avoid the duplication of information provided in the Group financial statements and to provide more concise financial reporting in entity financial statements.# Notes to the Company financial statements continued
D. Recent accounting developments
Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9 ‘Financial Instruments’, IAS 39 ‘Financial Instruments: Recognition and Measurement’, IFRS 7 ‘Financial Instruments: Disclosures’ and IFRS 16 ‘Leases’ were effective for the Company from 1 April 2021. These amendments provide relief from certain requirements in IFRS Standards where there are modifications of financial instruments, lease contracts or hedging relationships due to the transition from interbank offered rates (IBOR) to alternative benchmark interest rates.
Amounts owed to and from Group undertakings have contractual terms which were affected by interest rate benchmark reform. Applying the practical expedient introduced by the amendments means when the interest rates affecting these amounts were replaced there was no requirement to recognise an immediate gain or loss in profit or loss, which may have been required if the practical expedient was not available or adopted. There was no material impact on the Company’s financial results as a result of applying these amendments.
E. Significant accounting policies
The significant accounting policies applied are summarised below. They have been consistently applied to both years presented. The explanations of these policies focus on areas where judgment is applied or which are particularly important in the financial statements. Content from accounting standards, amendments and interpretations is excluded where there is simply no policy choice under UK accounting standards.
for the year ended 31 March 2022
225 Experian plc Annual Report 2022
Financial statements
Notes to the Company financial statements continued
(i) Foreign currency
Transactions in foreign currencies are recorded at the exchange rate prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate prevailing at the balance sheet date. All differences are taken to the profit and loss account in the year in which they arise.
(ii) Investments – shares in Group undertakings
Investments in Group undertakings are stated at cost less any provisions for impairment. The fair value of share incentives issued by the Company to employees of Group undertakings is accounted for as a capital contribution and recognised as an increase in the Company’s investment in Group undertakings, with a corresponding increase in equity.
(iii) Debtors and creditors
Debtors are initially recognised at fair value and subsequently measured at this value. Where the time value of money is material, they are then carried at amortised cost using the effective interest method.
Creditors are initially recognised at fair value. Where the time value of money is material, they are then carried at amortised cost using the effective interest method.
(iv) Cash at bank and in hand
Cash at bank includes deposits held at call with banks and other short-term highly liquid investments.
(v) Accounting for derivative financial instruments
The Company uses forward foreign exchange contracts to manage its exposures to fluctuations in foreign exchange rates. The interest differential reflected in forward foreign exchange contracts is taken to interest receivable and similar income or interest payable and similar expenses.
Forward foreign exchange contracts are recognised at fair value, based on forward foreign exchange market rates at the balance sheet date. Gains or losses on forward foreign exchange contracts are taken to the profit and loss account in the year in which they arise.
(vi) Leases
The Company undertakes an assessment of whether a contract is or contains a lease at its inception. The assessment establishes whether the Company obtains substantially all the economic benefits from the use of an asset and whether it has the right to direct its use.
Low-value lease payments are recognised as an expense, on a straight-line basis over the lease term.
For other leases the Company recognises both a right-of-use asset and a lease liability at the commencement date of a lease contract. The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability adjusted for payments made at or before the commencement date, plus initial direct costs and an estimate of the cost of any obligation to refurbish the asset or site, less lease incentives. Subsequently, right-of-use assets are measured at cost less accumulated depreciation and impairment losses and are adjusted for any remeasurement of the lease liability. Depreciation is calculated on a straight-line basis over the shorter of the estimated useful life of the right-of-use asset and the period of the lease. The lease term comprises the non-cancellable period of a lease, plus periods covered by an extension option, if it is reasonably certain to be exercised, and periods covered by a termination option if it is reasonably certain not to be exercised.
The lease liability is initially measured at the present value of lease payments that are outstanding at the commencement date, discounted at the interest rate implicit in the lease or if that rate cannot be easily determined the Company’s incremental borrowing rate. Lease payments comprise payments of fixed principal less any lease incentives. The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment of whether it will exercise an extension or termination option. When a lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recognised in the Company profit and loss account if the asset is fully depreciated.
(vii) Tax
Current tax is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in Ireland, where the Company is resident. Deferred tax is provided in respect of temporary differences that have originated but not reversed at the balance sheet date and is determined using the tax rates that are expected to apply when the temporary differences reverse. Deferred tax assets are recognised only to the extent that they are expected to be recoverable.
(viii) Own shares
The Group has a number of equity-settled, share-based employee incentive plans. In connection with these, shares in the Company are held by The Experian plc Employee Share Trust and the Experian UK Approved All-Employee Share Plan. The assets, liabilities and expenses of these separately administered trusts are included in the financial statements as if they were the Company’s own. The trusts’ assets mainly comprise Experian shares, which are shown as a deduction from total shareholders’ funds at cost.
Experian shares purchased and held as treasury shares, in connection with the above plans and any share purchase programme, are also shown as a deduction from total shareholders’ funds at cost. The par value of shares that are purchased and cancelled, in connection with any share purchase programme, is accounted for as a reduction in called-up share capital with any cost in excess of that amount being deducted from the profit and loss account. The Company is not required to recognise the par value of cancelled shares in a capital redemption reserve.
Contractual obligations to purchase own shares are recognised at the net present value of expected future payments. Gains and losses in connection with such obligations are recognised in the profit and loss account.# Experian plc Financial statements
Notes to the Company financial statements continued
E. Significant accounting policies continued
(ix) Profit and loss account format
Income and expenses, which are recognised on an accruals basis, are reported by nature in the profit and loss account, as this reflects the composition of the Company’s income and cost base.
(x) Dividend income
Dividend income is recognised in the Company profit and loss account on the date on which the Company’s right to receive payment is established. Liquidation dividends are treated as a return of capital to the extent they are used to recover the carrying value of the investment in the liquidated entity. Any amount received in excess of the investment value is treated as income in the Company profit and loss account.
F. Critical accounting estimates, assumptions and judgments
(i) Critical accounting estimates and assumptions
In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amount of income, costs and charges, assets and liabilities and the disclosure of contingent liabilities. The resulting accounting estimates, which are based on management’s best judgment at the date of the financial statements will, by definition, seldom equal the related actual results. The most significant of these estimates and assumptions for the Company that has a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year is in respect of the carrying value of investments in subsidiary undertakings.
(ii) Critical judgments
In applying the Company’s accounting policies, management may make judgments that have a significant effect on the amounts recognised in the Company financial statements. These judgments may include the classification of transactions between the Company profit and loss account and the Company balance sheet. The most significant of these judgments for the Company is in respect of contingencies where, in the case of pending and threatened litigation claims, management has formed a judgment as to the likelihood of ultimate liability. No liability has been recognised where the likelihood of any loss arising is possible rather than probable.
G. Other operating income and expenses
Other operating income and expenses principally comprise charges to and from other Group undertakings in respect of Group management services and guarantees provided during the year. The increase in other operating income and expenses in the year ended 31 March 2022 compared to the prior year is due to transfer pricing and other allocation adjustments.
Other operating expenses include a fee of US$0.1m (2021: US$0.1m) payable to the Company’s auditor and its associates for the audit of the Company financial statements.
H. Staff costs
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Directors' fees | 2.7 | 2.3 |
| Wages and salaries | 1.3 | 1.3 |
| Social security costs | 0.1 | 0.1 |
| Other pension costs | 0.2 | 0.2 |
| Total | 4.3 | 3.9 |
Executive directors of the Company are employed by other Group undertakings and details of their remuneration, together with that of the non-executive directors, are given in the audited part of the Report on directors’ remuneration. The Company had three employees in the current and prior year.
I. Interest receivable and similar income
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Interest receivable on amounts owed by subsidiary undertakings | 67.2 | 81.5 |
| Foreign exchange gains | 2.3 | — |
| Total | 69.5 | 81.5 |
J. Interest payable and similar expenses
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Interest payable on lease obligation | 0.2 | 0.2 |
| Foreign exchange losses | — | 0.1 |
| Total | 0.2 | 0.3 |
K. Tax on profit
(a) Analysis of tax charge in the profit and loss account
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Current tax: | ||
| Irish corporation tax charge on profit for the financial year | — | — |
| Deferred tax: | ||
| Origination and reversal of timing differences | 13.1 | 20.7 |
| Adjustment in respect of prior years | (0.1) | 0.1 |
| Total deferred tax charge for the financial year | 13.0 | 20.8 |
| Tax charge for the year | 13.0 | 20.8 |
(b) Factors affecting the tax charge for the financial year
The tax charge for the year is at a rate lower than the main rate of Irish corporation tax of 25% (2021: 25%) with the differences explained below.
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Profit before tax | 303.4 | 182.1 |
| Profit before tax multiplied by the applicable rate of tax | 75.9 | 45.5 |
| Effects of: | ||
| Income not taxable | (63.6) | (25.8) |
| Expenses not deductible | 0.8 | 1.0 |
| Adjustment in respect of prior years | (0.1) | 0.1 |
| Tax charge for the year | 13.0 | 20.8 |
The Company’s tax charge will continue to be influenced by the nature of its income and expenditure and prevailing Irish and Jersey tax laws.
(c) Deferred tax asset
The deferred tax asset is in respect of tax losses and the movements thereon are as follows:
| 2022 US$m | 2021 US$m | |
|---|---|---|
| At 1 April | 15.6 | 36.4 |
| Tax charge in the profit and loss account | (13.0) | (20.8) |
| At 31 March | 2.6 | 15.6 |
The Company has no unrecognised deferred tax (2021: US$nil).
L. Dividends
Total gross dividends of US$443.6m (2021: US$426.8m) were paid to Experian shareholders during the year. The Company paid interim dividends of US$35.2m (2021: US$21.7m) to those shareholders who did not elect to receive dividends under the Income Access Share arrangements. The balance of US$408.4m (2021: US$405.1m) was paid by a subsidiary undertaking, Experian (UK) Finance Limited (EUKFL), under the Income Access Share arrangements.
The Company’s profit and loss account reserve is available for distribution by way of dividend. At 31 March 2022, the distributable reserves of EUKFL as determined under UK company law were US$10,345.2m (2021: US$11,972.4m).
Since the balance sheet date, the directors have announced a second interim dividend of 35.75 US cents per ordinary share for the year ended 31 March 2022. No part of this dividend is included as a liability in these financial statements. Further details of payment arrangements, including the Income Access Share arrangements, are given in the Shareholder and corporate information section of the Annual Report.
M. Investments – shares in Group undertakings
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Cost and net book amount | ||
| At 1 April | 17,919.5 | 17,413.2 |
| Additions – fair value of share incentives issued to Group employees | 149.0 | 106.3 |
| Additional investment in direct subsidiary undertakings | 1,910.0 | 400.0 |
| At 31 March | 19,978.5 | 17,919.5 |
During the year ended 31 March 2022 Experian plc undertook a number of transactions as a result of group restructuring, including the subscription for additional shares in existing subsidiary undertakings for US$1,910.0m (2021: US$400.0m). A list of the Company’s subsidiary undertakings is given in note T(i).
The Company directly holds interests in the whole of the issued share capital of the following undertakings:
| Company | Country of incorporation |
|---|---|
| Experian Group Services Limited | Ireland |
| Experian Holdings Ireland Limited | Ireland |
| Experian Ireland Investments Limited | Ireland |
N. Leases
The Company leases its offices. The original lease term is 25 years and includes periodic break options throughout the lease exercisable only by the Company and not the lessor.
(a) Amounts recognised in the Company balance sheet
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Right-of-use asset: | ||
| At 1 April | 2.7 | 3.0 |
| Depreciation charge for the year | (0.3) | (0.3) |
| At 31 March | 2.4 | 2.7 |
| Lease obligation: | ||
| Current | 0.2 | 0.2 |
| Non-current | 2.5 | 2.9 |
| At 31 March | 2.7 | 3.1 |
(b) Maturity of lease obligation – contractual undiscounted cash flows
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Less than one year | 0.3 | 0.4 |
| One to two years | 0.3 | 0.4 |
| Two to three years | 0.3 | 0.4 |
| Three to four years | 0.3 | 0.4 |
| Four to five years | 0.3 | 0.4 |
| Over five years | 1.8 | 2.2 |
| Total undiscounted lease obligation at 31 March | 3.3 | 4.2 |
(c) Amounts recognised in the Company profit and loss account
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Depreciation charge for right-of-use asset | 0.3 | 0.3 |
| Interest expense | 0.2 | 0.2 |
| Total | 0.5 | 0.5 |
(d) Lease cash flow
The total lease cash outflow in the year ended 31 March 2022 was US$0.5m (2021: US$0.4m), of which US$0.2m (2021: US$0.2m) related to payments of interest and US$0.3m (2021: US$0.2m) was for repayments of principal.
O. Debtors – amounts falling due within one year
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Amounts owed by Group undertakings | — | 1,759.5 |
| Other debtors | 2.5 | 1.7 |
| Total | 2.5 | 1,761.2 |
Amounts owed by Group undertakings are primarily unsecured, interest bearing and repayable on demand.
P. Creditors
| Due within one year 2022 US$m | Due after more than one year 2022 US$m | Due within one year 2021 US$m | Due after more than one year 2021 US$m | |
|---|---|---|---|---|
| Amounts owed to Group undertakings | 34.6 | — | — | — |
| Lease obligation (note N) | 0.2 | 2.5 | 0.2 | 2.9 |
| Accruals | 0.5 | — | 0.9 | — |
| Total | 35.3 | 2.5 | 1.1 | 2.9 |
Amounts owed to Group undertakings are primarily unsecured, interest free and repayable on demand.
Q. Called-up share capital and share premium account
| 2022 US$m | 2021 US$m | |
|---|---|---|
| Allotted and fully paid | ||
| 970,613,810 (2021: 969,611,616) ordinary shares of 10 US cents | 73.1 | 73.0 |
| 20 (2021: 20) deferred shares of 10 US cents | — | — |
| Total | 73.1 | 73.0 |
At 31 March 2022 and 31 March 2021, the authorised share capital of the Company was US$200m, divided into 1,999,999,980 ordinary shares and 20 deferred shares, each of 10 US cents.
The ordinary shares carry the rights to (i) dividend, (ii) to attend or vote at general meetings and (iii) to participate in the assets of the Company beyond repayment of the amounts paid up or credited as paid up on them. The deferred shares carry no such rights.During the year ended 31 March 2022, the Company issued 1,002,194 (2021: 891,984) ordinary shares for a consideration of US$24.3m (2021: US$19.4m) in connection with the Group’s share incentive arrangements, details of which are given in note 33 to the Group financial statements. The difference between the consideration and the par value of the shares issued is recorded in the share premium account. In the year ended 31 March 2021, a premium of US$162.8m was also recorded on treasury shares delivered in that year as acquisition consideration. During the year the Company purchased 2,705,315 (2021: nil) of its own shares for a consideration of US$108.5m. All shares purchased have been retained as treasury shares. No ordinary shares were cancelled after being purchased by the Company, during the current or prior year.
Experian plc Financial statements 230
R. Profit and loss account reserve
The profit and loss account reserve is stated after deducting the balance on the own shares reserve from that on the profit and loss account. The balance on the profit and loss account comprises net profits retained in the Company after the payment of equity dividends. The balance on the own shares reserve is the cost of ordinary shares in the Company and further details are given below.
| Number of shares held | Cost of shares held |
|---|---|
| Treasury million | Trusts million |
| At 1 April 2021 | 52.3 |
| Purchase of shares by employee trusts | — |
| Purchase of shares held as treasury shares | 2.7 |
| Transfers | (6.0) |
| Other vesting of awards and exercises of share options | (0.5) |
| At 31 March 2022 | 48.5 |
| Number of shares held | Cost of shares held |
|---|---|
| Treasury million | Trusts million |
| At 1 April 2020 | 60.4 |
| Shares delivered as consideration for acquisition | (7.2) |
| Other vesting of awards and exercises of share options | (0.9) |
| At 31 March 2021 | 52.3 |
S. Contingencies and guarantees
The Company has guaranteed:
a borrowings of Group undertakings of US$3,912m (2021: US$4,123m);
a the liabilities of The Experian plc Employee Share Trust and the Experian UK Approved All-Employee Share Plan; and
a the retirement benefit obligations of Group undertakings that participate in the Experian Pension Scheme and of a Group undertaking that participates in a small UK defined benefit pension plan.
An indication of the Company’s contingent liability for the year ended 31 March 2022, in the event that the Group undertakings fail to pay their contributions, is given in note 35(e) to the Group financial statements. The Company has also issued a small number of other guarantees in connection with the performance of business contracts by Group undertakings.
231 Experian plc Annual Report 2022
Financial statements Notes to the Company financial statements continued
T. Related undertakings at 31 March 2022
(i) Subsidiary undertakings
| Company | Country of incorporation |
|---|---|
| Experian Strategic Solutions SA | Argentina |
| Compuscan Australia (Pty) Ltd** | Australia |
| Experian Asia Pacific Pty Ltd | Australia |
| Experian Australia Credit Services Pty Ltd | Australia |
| Experian Australia Fraud Services Pty Ltd | Australia |
| Experian Australia Holdings Pty Ltd | Australia |
| Experian Australia Pty Ltd | Australia |
| Look Who’s Charging Pty Ltd | Australia |
| Riverleen Finance Pty Ltd** | Australia |
| Tallyman Australia Pty Limited | Australia |
| Credify Informationsdienstleistungen GmbH | Austria |
| 1 Experian Austria GmbH | Austria |
| 2 Experian Österreich Verwaltungsgesellschaft mbH | Austria |
| 2 Experian Botswana (Pty) Ltd | Botswana |
| Brain Soluções de Tecnologia Digital Ltda | Brazil |
| 3 Experian Tecnologia Brasil Ltda*** | Brazil |
| 4 Financeira Veloz Holding Financeira S.A | Brazil |
| 5 Holding Veloz Investimentos e Participações S.A | Brazil |
| 5 PagueVeloz Instituição de Pagamento Ltda. | Brazil |
| 6 Serasa S.A. | Brazil |
| 7 Experian Bulgaria EAD | Bulgaria |
| Experian Canada Inc. | Canada |
| Experian Holdings Chile SpA | Chile |
| 8 Experian Services Chile S.A. | Chile |
| 9 Servicios de Información Avanzada Comercial Y Financiera S.A. | Chile |
| 10 Beijing Yiboruizhi Technology Co., Ltd | China |
| 11 Experian Credit Service (Beijing) Company Limited | China |
| 12 Experian Hong Kong Holdings Limited | China |
| 13 Experian Hong Kong Limited | China |
| 13 Experian Information Technology (Beijing) Company Limited | China |
| 14 Experian Colombia S.A. | Colombia |
| Experian Services Costa Rica, S.A. | Costa Rica |
| Experian A/S | Denmark |
| Accolade Unlimited | England and Wales |
| Castlight Limited* | England and Wales |
| CCN UK 2005 Limited | England and Wales |
| CCN UK Unlimited | England and Wales |
| Chatsworth Investments Limited | England and Wales |
| CSID International Limited* | England and Wales |
| EHI 2005 Limited | England and Wales |
| EHI UK Unlimited | England and Wales |
| EIS 2005 Limited | England and Wales |
| EIS UK Unlimited | England and Wales |
| Experian (UK) Finance Limited | England and Wales |
| Experian (UK) Holdings 2006 Limited | England and Wales |
| Experian 2001 Unlimited | England and Wales |
| Experian 2006 Unlimited | England and Wales |
| Experian CIS Limited | England and Wales |
| Experian Colombia Investments Limited | England and Wales |
| Experian Europe and Middle East Limited | England and Wales |
| Experian Europe Unlimited | England and Wales |
| Experian Finance 2012 Unlimited | England and Wales |
| Experian Finance plc | England and Wales |
| Experian Group Limited | England and Wales |
| Experian Holdings (UK) Unlimited | England and Wales |
| Experian Holdings Limited | England and Wales |
| Experian International Unlimited | England and Wales |
| Company | Country of incorporation |
| Experian Investment Holdings Limited | England and Wales |
| Experian Latam Holdings Unlimited | England and Wales |
| Experian Limited | England and Wales |
| Experian NA Holdings Unlimited | England and Wales |
| Experian NA Unlimited | England and Wales |
| Experian Nominees Limited | England and Wales |
| Experian Specialist Information Limited | England and Wales |
| Experian SURBS Investments Limited | England and Wales |
| Experian Technology Limited | England and Wales |
| Experian US Holdings Unlimited | England and Wales |
| Experian US Unlimited | England and Wales |
| G.U.S. Property Management Limited | England and Wales |
| GUS 1998 Unlimited | England and Wales |
| GUS 2000 Finance Unlimited | England and Wales |
| GUS 2000 UK Unlimited | England and Wales |
| GUS 2000 Unlimited | England and Wales |
| GUS 2002 Unlimited | England and Wales |
| GUS 2004 Limited | England and Wales |
| GUS 2005 Finance Unlimited | England and Wales |
| GUS Catalogues Unlimited | England and Wales |
| GUS Finance (2004) Limited | England and Wales |
| GUS Finance 2006 Unlimited | England and Wales |
| GUS Finance Holdings Unlimited | England and Wales |
| GUS Financial Services Unlimited | England and Wales |
| GUS Holdings (2004) Limited | England and Wales |
| GUS Holdings Unlimited | England and Wales |
| GUS International | England and Wales |
| GUS International Holdings UK Societas | England and Wales |
| GUS Ireland Holdings UK Societas | England and Wales |
| GUS NA Unlimited | England and Wales |
| GUS Netherlands Unlimited | England and Wales |
| GUS Overseas Holdings UK Societas | England and Wales |
| GUS Overseas Investments UK Societas | England and Wales |
| GUS Overseas Retailing Unlimited | England and Wales |
| GUS Overseas Unlimited | England and Wales |
| GUS Property Investments Limited | England and Wales |
| GUS Unlimited | England and Wales |
| GUS US Holdings UK Societas | England and Wales |
| GUS US Holdings Unlimited | England and Wales |
| GUS US Unlimited | England and Wales |
| GUS Ventures Unlimited | England and Wales |
| Hugh Wyllie, Limited | England and Wales |
| International Communication & Data Limited | England and Wales |
| QAS Limited* | England and Wales |
| Riverleen Finance Unlimited* | England and Wales |
| Runpath Group Limited | England and Wales |
| Runpath Pilot Limited | England and Wales |
| Runpath Regulated Services Limited | England and Wales |
| Serasa Finance Limited | England and Wales |
| Tallyman Limited | England and Wales |
| Tapad UK Limited | England and Wales |
| Techlightenment Ltd* | England and Wales |
| The Royal Exchange Company (Leeds) Unlimited | England and Wales |
| The Witney Mattress, Divan & Quilt Co. Unlimited | England and Wales |
| Compuscan (Pty) Ltd | eSwatini/Swaziland |
| Experian France S.A.S. | France |
| Experian Holding EURL | France |
| Experian Holding France SAS | France |
| Experian plc Financial statements | 232 |
| Company | Country of incorporation |
| 3 C Deutschland GmbH | Germany |
| 15 CONET Corporate Communication Network GmbH | Germany |
| 16 Experian CarCert GmbH | Germany |
| 17 Experian GmbH | Germany |
| 16 Informa HIS GmbH | Germany |
| 17 Informa Solutions GmbH | Germany |
| 16 Infoscore Consumer Data GmbH | Germany |
| 16 Tapad Germany GmbH | Germany |
| 18 Experian Credit Information Company of India Private Limited | India |
| 19 Experian Services India (Private Limited) | India |
| 19 W2 Software (India) Private Limited**** | India |
| 20 PT. Experian Decision Analytics Indonesia | Indonesia |
| Experian Europe Designated Activity Company | Ireland |
| Experian Group Services Limited | Ireland |
| Experian Holdings Ireland Limited | Ireland |
| Experian Ireland Investments Limited | Ireland |
| Experian Ireland Limited | Ireland |
| GUS Finance Ireland Unlimited Company | Ireland |
| GUS Investments 2003 Unlimited Company | Ireland |
| Experian Holding Italia S.r.l. | Italy |
| Experian Italia S.p.A. | Italy |
| Experian Japan Co., Ltd | Japan |
| Experian Korea Co., Ltd | Republic of Korea |
| Experian Lesotho (Pty) Ltd | Lesotho |
| Experian Information Services (Malaysia) Sdn. Bhd. | Malaysia |
| 21 Experian (Malaysia) Sdn. Bhd. | Malaysia |
| 21 Experian Marketing Services (Malaysia) Sdn Bhd | Malaysia |
| 21 Ringgit Arajaya Sdn. Bhd. | Malaysia |
| 22 Experian de Mexico S. de R.L. de C.V. | Mexico |
| Experian Micro Analytics SAM | Monaco |
| Scorex SAM | Monaco |
| Experian Sistema de informacao de credito S.A | Mozambique |
| Experian Credit Reference Bureau (Pty) Ltd | Namibia |
| Experian New Zealand Limited | New Zealand |
| Experian AS | Norway |
| 23 Experian Gjeldsregister AS | Norway |
| 23 Tapad Norway AS | Norway |
| 24 Experian Peru S.A.C. | Peru |
(i) Subsidiary undertakings continued
| Company | Country of incorporation |
|---|---|
| Peru | |
| Experian Philippines, Inc | The Philippines |
| Experian Polska spółka z ograniczoną odpowiedzialnością | Poland |
| Gabi Polska Spółka z ograniczoną odpowiedzialnością | Poland |
| DP Management Pte Ltd | Singapore |
| ENROC Pte. Ltd. | Singapore |
| Experian Credit Bureau Singapore Pte. Ltd. | Singapore |
| Experian Credit Services Singapore Pte. Ltd. | Singapore |
| Experian Asia-Pacific Holdings Pte. Ltd. | Singapore |
| Experian Singapore Pte. Ltd | Singapore |
| Compuscan Holdings International (Pty) Ltd | South Africa |
| Compuscan Information Technologies (Pty) Ltd * | South Africa |
| CSH Group (Pty) Ltd | South Africa |
| Encentivize Rewards (Pty) Ltd * | South Africa |
| Experian Business Skills Institute (Pty) Ltd | South Africa |
| Experian South Africa (Pty) Limited | South Africa |
| PCubed Analytical Intelligence (Pty) Ltd * | South Africa |
| Great Universal Stores (South Africa) (Pty) Ltd | South Africa |
| Techtonic Information Technologies (Pty) Ltd* | South Africa |
| Axesor Business Process Outsourcing S.L.U. | Spain |
| Company | Country of incorporation |
| Axesor Conocer Para Decidir, S.A. | Spain |
| Experian Bureau de Crédito, S.A. | Spain |
| Experian Colombian Investments, S.L.U. | Spain |
| Experian España, S.L.U. | Spain |
| Experian Holdings Espana, S.L. | Spain |
| Experian Latam España Inversiones, S.L. | Spain |
| Rexburg Spain, S.L.U. | Spain |
| Experian Switzerland AG | Switzerland |
| Experian (Thailand) Co., Ltd | Thailand |
| Experian Micro Analytics B.V. | The Netherlands |
| Experian Nederland BV | The Netherlands |
| Experian Scorex Russia B.V. | The Netherlands |
| GUS Europe Holdings BV | The Netherlands |
| GUS Holdings BV | The Netherlands |
| GUS Treasury Services BV | The Netherlands |
| Experian Bilgi Hizmetleri Limited Şirketi | Turkey |
| Experian Uganda CRB Limited | Uganda |
| Auto I.D., Inc. | USA |
| ClarityBlue Inc | USA |
| Clarity Services, Inc. | USA |
| ConsumerInfo.com Inc | USA |
| Corporate Cost Control, Inc. | USA |
| CSIdentity Corporation | USA |
| CSIdentity Insurance Services, Inc. | USA |
| Employment Tax Servicing, LLC | USA |
| Experian Background Data, Inc. | USA |
| Experian Credit Advisors, Inc. | USA |
| Experian Data Corp | USA |
| Experian Fraud Prevention Solutions, Inc. | USA |
| Experian Health, Inc. | USA |
| Experian Holdings, Inc. | USA |
| Experian Information Solutions Inc | USA |
| Experian Marketing Solutions, LLC | USA |
| Experian Reserved Response, Inc. | USA |
| Experian Services Corp. | USA |
| Frontline eSolutions, LLC | USA |
| Gabi Personal Insurance Agency, Inc. | USA |
| MyExperian, Inc. | USA |
| MyHealthDirect, Inc. | USA |
| RewardStock, Inc. | USA |
| Riverleen Finance, LLC | USA |
| StatSchedules India, LLC | USA |
| String Automotive Solutions, Inc. | USA |
| String Enterprises, Inc. | USA |
| Tapad, Inc. | USA |
| Tax Credit Co, LLC | USA |
| TCC Arizona, LLC | USA |
| TCC Services, LLC | USA |
| The 41st Parameter, Inc. | USA |
Numeric superscripts refer to registered office addresses given in note T(ii)
* In voluntary liquidation
** Compuscan Australia (Pty) Ltd and Riverleen Finance Pty Ltd were liquidated on 16 April 2022.
*** Experian Tecnologia Brasil Ltda was liquidated on 11 April 2022.
**** W2 Software (India) Private Limited was liquidated on 11 May 2022.
T. Related undertakings at 31 March 2022 continued
Experian plc Annual Report 2022
Financial statements
Notes to the Company financial statements continued
(ii) Addresses of registered offices of subsidiary undertakings
| Country of incorporation | Address of registered office |
|---|---|
| Argentina | Carlos Pelligrini 887, 4th Floor, Ciudad Autonoma de Buenos Aires, Buenos Aires |
| Australia | Level 6, 549 St Kilda Road, Melbourne, VIC 3004 |
| Austria | 1 Gumpendorfer Straße 19-21/5. OG, 1060, Wien |
| Austria | 2 Strozzigasse 10/14, 1080 Vienna |
| Botswana | Plot 64518 Deloitte House, Fairgrounds, Gaborone |
| Brazil | 3 Avenida Presidente Vargas, 2921 – 6º Andar – sala 611, Vila Homero, Indaiatuba/SP, 13338-705 |
| Brazil | 4 St SCS Quadra 02 Bloco c, 109 – Sala 301 401 501 e 601 Edif, Brasília, Distrito Federal, 70.302-911 |
| Brazil | 5 Rua Hermann Huscher, 113, sala 01 subsala 06, District: Vila Formosa, Blumenau, Santa Catarina, 89.023-000 |
| Brazil | 6 Rua Hermann Huscher, 113, sala 01 subsala 08, District: Vila Formosa, Blumenau, Santa Catarina, 89.023-000 |
| Brazil | 7 Avenida das Nações Unidas, 14401 – Torre C-1 do Complexo Parque da Cidade – conjuntos 191, 192, 201, 202, 211, 212, 221, 222, 231, 232, 241 e 242, Chácara Santo Antônio, São Paulo/SP, CEP 04794-000 |
| Bulgaria | 86 Tsarigradsko shose boul., Mladost region, 1784 Sofia, Bulgaria |
| Canada | 199 Bay Street, Suite 4000, Toronto, Ontario M5L 1A9 |
| Chile | 8 Av el Golf 40 piso, 20 Santiago |
| Chile | 9 Av. del Valle 515, Huechuraba, Santiago |
| Chile | 10 Nueva Costanera 4091, Vitacura, Santiago de Chile |
| China | 11 Room 604 6F, One Indigo, 20 Jiuxianqiao Road, Chaoyang District, Beijing, 100015 |
| China | 12 Room 05D, 20th Floor, NO.77, Jianguo Road, Chaoyang District, Beijing |
| China | 13 Office Unit 2102, 21/F, Lee Garden Three, 1 Stunning Road, Causeway Bay, Hong Kong |
| China | 14 Room 05C, 20th Floor, NO.77, Jianguo Road, Chaoyang District, Beijing |
| Colombia | Carrera 7, No. 76 -35 Floor 10, Bogota |
| Costa Rica | Edificio Oller Abogados, Provincia de 5551007, Av. 18, San José Province, San José |
| Denmark | Lyngbyvej 2, DK-2100, Copenhagen |
| England and Wales | The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham, NG80 1ZZ |
| eSwatini/Swaziland | c/o PricewaterhouseCoopers, Rhus Office Park, Kal Grant Street, Mbabane |
| France | 19 boulevard Malesherbes, 75008 Paris |
| Germany | 15 Edisonstraße 19, 74076, Heilbronn |
| Germany | 16 Rheinstraße 99, 76532, Baden-Baden |
| Germany | 17 Kreuzberger Ring 68, 65205, Wiesbaden |
| Germany | 18 Walther-von-Cronberg-Platz 13, 60594 Frankfurt a. Main |
| India | 19 5th Floor, East Wing, Tower 3, Equinox Business Park, LBS Marg, Kurla (West), Mumbai, 400070 |
| India | 20 1st Floor, Plot No. 6, Janakpuri Colony, Gunrock, Hyderabad, Telangana 500009 |
| Indonesia | World Trade Centre 3 Lantai 27, Jl. Jendral Sudirman Kav. 29-31, Kelurahan Karet, Kecamatan Setiabudi, Kota Adm. Jakarta Selatan, DKI Jakarta |
| Ireland | Newenham House, Northern Cross, Malahide Road, Dublin 17, D17 AY61 |
| Italy | Piazza dell’Indipendenza No 11/B, 00185, Rome |
| Japan | 1-1 Otemachi 1-chome, Chiyoda-ku Tokyo |
| Country of incorporation | Address of registered office |
| Republic of Korea | 10F Shinhan L Tower, 358 Samil-daero, Jung-gu, Seoul |
| Lesotho | Plot No. 582, Ha Hoohlo Extension, Maseru |
| Malaysia | 21 10th Floor Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur, Wilayah Persekutuan |
| Malaysia | 22 Ground, 1st, 2nd & 3rd Floors, Block B, Quill 18, Lingkaran Teknokrat, 3 Barat, Cyber 4, 63000 Sepang, Cyberjaya, Selangor |
| Mexico | Calle Pedregal 24 S 300 P 3 Col. Molino del Rey, Miguel Hidalgo, Ciudad de México, CP 11040 |
| Monaco | Athos Palace 2, Rue de la Lujerneta 6eme etage – lots 27 et 30 |
| Mozambique | Edifício Millennium Park, Avenida Vladimir Lenine, 174, 13°, Maputo |
| Namibia | C/O Aus Secretarial Services, Bougain Villas, 8 Sam Nujoma Drive, Windhoek |
| The Netherlands | Grote Marktstraat 49, 2511BH's-Gravenhage |
| New Zealand | Level 9, 4 Williamson Avenue, Grey Lynn, Auckland, 1021 |
| Norway | 23 Professor Kohts vei 9, 1366 Lysaker |
| Norway | 24 5.etg. Edvard Storms gate 2, 0166, Oslo |
| Peru | Av. Canaval y Moreyra Nº 480, Piso 19, San Isidro, Lima |
| The Philippines | 25th Floor Philam Life Tower, 8767 Paseo de Roxas, Makati City |
| Poland | 25 Plac Marsz. Józefa Piłsudskiego 3, 00-078 Warsaw |
| Poland | 26 Henryk Sienkiewicz street 82/84; 90-318, Łódź |
| Singapore | 10 Kallang Avenue, #14-18 Aperia Tower 2, Singapore, 339510 |
| South Africa | 27 Compuscan House, 3 Neutron Avenue, Techno Park, Stellenbosch, 7600 |
| South Africa | 28 Experian House, Ballyoaks Office Park, 35 Ballyclare Drive, Bryanston Ext 7, 2191 |
| Spain | 29 Calle Graham Bell, s/n, Edificio Axesor, Parque Empresarial San Isidro, C.P. 18100, Armilla |
| Spain | 30 C/Principe de Vergara 132, 1a Planta, 28002, Madrid |
| Spain | 31 C/Principe de Vergara 132, 2a Planta, 28002, Madrid |
| Spain | 32 Principe de Vergara 131 1°, Madrid |
| Switzerland | Thurgauerstrasse 101a, CH-8152, Opfikon |
| Thailand | No. 9, G Tower Building, 33rd Floor, Rama 9 Road, Huai Kwang, Bangkok |
| Turkey | River Plaza Büyükdere Cad.Bahar Sok.No:13 K:8 Levent 34394 İstanbul |
| Uganda | Plot 23, 3rd Floor, North Wing, Soliz House, Lumumba Avenue, Nakasero, Kampala |
| USA | 33 The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801 |
| USA | 34 475 Anton Boulevard, Costa Mesa, CA 92626 |
| USA | 35 CT Corporation System, 818 West 7th Street, Los Angeles, CA 90017 |
| USA | 36 C T Corporation System, 155 Federal Street, Ste 700, Boston Massachusetts 02110 |
| USA | 37 208 South LaSalle St., Ste 814 Chicago IL 60604 |
| USA | 38 4400 Easton Commons Way, Ste 125, Columbus Ohio 43219 |
| USA | 39 3026 Woodbridge Lane, Canton, GA 30114 |
| USA | 40 2711 Centerville Rd Ste 400, Wilmington DE 19808 |
| USA | 41 255 W Sunset Blvd. Ste, 2200 Los Angeles CA 90028 |
Numeric superscripts refer to subsidiary undertakings given in note T(i)
T. Related undertakings at 31 March 2022 continued
Experian plc Financial statements
234
(iii) Additional information on subsidiary undertakings
Summary
The results of the undertakings listed at note T(i) are included in the Group financial statements. Except as indicated below, the Company has direct or indirect interests in the whole of the issued equity shares of these undertakings. Undertakings which are direct subsidiaries of the Company are detailed in note L to these financial statements. Since demerger from GUS plc in 2006, the Company has eliminated dormant and inactive companies through an ongoing internal programme.
Holdings comprising less than 100%
Interests of less than 100% of the issued equity of subsidiary undertakings are:
- Brain Soluções de Tecnologia Digital Ltda – 55.0%
- DP Management Pte Ltd – 51.0%
- Experian Australia Credit Services Pty Ltd – 92.05%
- Experian Colombia S.A. – 99.9%
- Experian Credit Information Company of India Private Limited – 66.7%
- Experian Italia S.p.A. – 95.35%
- Experian Information Services (Malaysia) Sdn. Bhd. – 74.0%
- Experian South Africa (Pty) Limited – 87.5%
- Informa Solutions GmbH – 60.0%
- Serasa S.A.# T. Related undertakings at 31 March 2022 continued
235 Experian plc Annual Report 2022
Financial statements
Notes to the Company financial statements continued
(iv) Associate undertakings
| Company | Holding | Country of incorporation |
|---|---|---|
| Who Owns Whom (Pty) Limited | 32.9% | South Africa |
| Online Data Exchange LLC | 25.0% | USA |
| Opt-Out Services, LLC | 25.0% | USA |
| Central Source LLC | 33.3% | USA |
| New Management Services, LLC | 33.3% | USA |
| VantageScore Solutions, LLC | 33.3% | USA |
(v) Other undertakings
| Undertaking | Country of incorporation or operation |
|---|---|
| Serasa Experian Pension Plan | Brazil |
| Brigstock Finance Limited | England and Wales |
| Experian Medical Plan Limited | England and Wales |
| Experian Pension Scheme | England and Wales |
| Experian Retirement Savings Plan | England and Wales |
| Experian Retirement Savings Trustees Limited | England and Wales |
| Experian Trustees Limited | England and Wales |
| Experian UK Approved All-Employee Share Plan | England and Wales |
| The Pension and Life Assurance Plan of Sanderson Systems Limited | England and Wales |
| Versorgungsordnung der Barclays Industrie Bank GmbH vom April 1988 (incl. amendments) | Germany |
| The Experian Ireland Pension Plan | Ireland |
| The Experian plc Employee Share Trust | Jersey |
| Compuscan Team Investment Trust | South Africa |
| Experian Personal Investment Plan | USA |
These undertakings are not subsidiaries or associates. Brigstock Finance Limited is a finance company. The other undertakings operate in connection with the Group’s share incentive plans, pension arrangements in the UK, the USA, Brazil, South Africa, Germany and Ireland, and the provision of medical cover in the UK.
T. Related undertakings at 31 March 2022 continued
Experian plc Financial statements
236 Shareholder and corporate information
Analysis of share register at 31 March 2022
By size of shareholding
| Number of shareholders | % | Number of shares | % |
|---|---|---|---|
| Over 1,000,000 | 0.7 | 799,052,831 | 82.3 |
| 100,001 to 1,000,000 | 1.7 | 125,769,094 | 13.0 |
| 10,001 to 100,000 | 3.5 | 26,024,853 | 2.7 |
| 5,001 to 10,000 | 2.6 | 3,854,898 | 0.4 |
| 2,001 to 5,000 | 9.3 | 5,915,218 | 0.6 |
| 1 to 2,000 | 82.2 | 9,996,916 | 1.0 |
| Total | 100.0 | 970,613,810 | 100.0 |
By nature of shareholding
| Number of shareholders | % | Number of shares | % | |
|---|---|---|---|---|
| Corporates | 3,265 | 15.5 | 902,256,834 | 93.0 |
| Individuals | 17,822 | 84.5 | 19,920,562 | 2.0 |
| Treasury shares | 1 | – | 48,436,414 | 5.0 |
| Total | 21,088 | 100.0 | 970,613,810 | 100.0 |
Company website
A full range of investor information is available at www.experianplc.com. Details of the 2022 AGM, to be held in Dublin, Ireland on Thursday, 21 July 2022, are given on the website and in the notice of meeting. Information on the Company’s share price is available on the website.
Electronic shareholder communication
Shareholders may register for Share Portal, an electronic communication service provided by Link Market Services (Jersey) Limited, via the Company website at www.experianplc.com/shares. The service is free and it facilitates the use of a comprehensive range of shareholder services online. When registering for Share Portal, shareholders can select their preferred communication method – email or post. Shareholders will receive a written notification of the availability on the Company’s website of shareholder documents, such as the Annual Report, unless they have elected to either (i) receive such notification by email or (ii) receive paper copies of shareholder documents, where such documents are available in that format.
Dividend information
Dividends for the year ended 31 March 2022
A second interim dividend in respect of the year ended 31 March 2022 of 35.75 US cents per ordinary share will be paid on 22 July 2022, to shareholders on the register of members at the close of business on 24 June 2022. Unless shareholders elect by 24 June 2022 to receive US dollars, their dividends will be paid in pounds sterling at a rate per share calculated on the basis of the exchange rate from US dollars to pounds sterling on 1 July 2022. A first interim dividend of 16.0 US cents per ordinary share was paid on 4 February 2022.
Income Access Share arrangements
As its ordinary shares are listed on the London Stock Exchange, the Company has a large number of UK resident shareholders. In order that shareholders may receive Experian dividends from a UK source, should they wish, the Income Access Share (IAS) arrangements have been put in place. The purpose of the IAS arrangements is to preserve the tax treatment of dividends paid to Experian shareholders in the UK, in respect of dividends paid by the Company. Shareholders who elect, or are deemed to elect, to receive their dividends via the IAS arrangements will receive their dividends from a UK source (rather than directly from the Company) for UK tax purposes. Shareholders who hold 50,000 or fewer Experian plc shares on the first dividend record date after they become shareholders, unless they elect otherwise, will be deemed to have elected to receive their dividends under the IAS arrangements. Shareholders who hold more than 50,000 shares and who wish to receive their dividends from a UK source must make an election to receive dividends via the IAS arrangements. All elections remain in force indefinitely unless revoked. Unless shareholders have made an election to receive dividends via the IAS arrangements, or are deemed to have made such an election, dividends will be received from an Irish source and will be taxed accordingly. The final date for submission of elections to receive UK sourced dividends via the IAS arrangements is 24 June 2022.
Dividend Reinvestment Plan (DRIP)
The DRIP enables those shareholders who receive their dividends under the Income Access Share arrangements to use their cash dividends to buy more shares in the Company. Eligible shareholders, who wish to participate in the DRIP in respect of the second interim dividend for the year ended 31 March 2022, to be paid on 22 July 2022, should return a completed and signed DRIP application form, to be received by the registrars no later than 24 June 2022. Shareholders should contact the registrars for further details.
237 Experian plc Annual Report 2022
Shareholder and corporate information
Capital Gains Tax (CGT) base cost for UK shareholders
On 10 October 2006, GUS plc separated its Experian business from its Home Retail Group business by way of demerger. GUS plc shareholders were entitled to receive one share in Experian plc and one share in Home Retail Group plc for every share they held in GUS plc. The base cost of any GUS plc shares held at demerger is apportioned for UK CGT purposes in the ratio 58.235% to Experian plc shares and 41.765% to Home Retail Group plc shares. This is based on the closing prices of the respective shares on their first day of trading after their admission to the Official List of the London Stock Exchange on 11 October 2006. For GUS plc shares acquired prior to the demerger of Burberry on 13 December 2005, which are affected by both the Burberry demerger and the subsequent separation of Experian and Home Retail Group, the original CGT base cost is apportioned 50.604% to Experian plc shares, 36.293% to Home Retail Group plc shares and 13.103% to Burberry Group plc shares.
Shareholder security
Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free reports about the Company. More detailed information on such matters can be found at www.moneyadviceservice.org.uk. Details of any share dealing facilities that the Company endorses will be included on the Company’s website or in Company mailings.
The Unclaimed Assets Register
Experian owns and participates in The Unclaimed Assets Register, which provides a search facility for shareholdings and other financial assets that may have been forgotten. For further information, please contact The Unclaimed Assets Register, The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham, NG80 1ZZ, United Kingdom (T +44 (0) 333 000 0182, E [email protected]) or visit www.uar.co.uk.
American Depositary Receipts (ADR)
Experian has a sponsored Level 1 ADR programme, for which J.P. Morgan Chase Bank, N.A. acts as Depositary. This ADR programme is not listed on a stock exchange in the USA and trades on the highest tier of the US over-the-counter market, OTCQX, under the symbol EXPGY. Each ADR represents one Experian plc ordinary share. Further information can be obtained by contacting:
Shareowner Services
J.P. Morgan Chase Bank, N.A.
PO Box 64504
St.# Experian plc Shareholder and corporate information
Paul, MN 55164-0504 USA T +1 651 453 2128 (from the US A: 1 800 990 1135) E Visit www .shareowneronline.com, then select ‘Contact Us’ W www .adr .com
Financial calendar
* Second interim dividend record date 24 June 2022
* Trading update, first quarter 14 July 2022
* AGM 21 July 2022
* Second interim dividend payment date 22 July 2022
* Half-yearly financial report 16 November 2022
* Trading update, third quarter 17 January 2023
* Preliminary announcement of full-year results May 2023
Contact information
Corporate headquarter s
Experian plc
Newenham House
Northern Cross
Malahide Road
Dublin 17
D17 A Y61
Ireland
T +353 (0) 1 846 9100
F +353 (0) 1 846 9150
Investor relations
E [email protected]
Registered oce
Experian plc
22 Grenville Str eet
St Helier
Jersey JE4 8PX
Channel Islands
Registered number – 93905
Registr ars
Experian Shareholder Services
Link Market Services (Jersey) Limited
12 Castle Street
St Helier
Jersey JE2 3RT
Channel Islands
T 0371 664 9245
T (for calls fr om outside the UK) +44 800 141 2952
E experian@linkregistr ars.com
Calls are char ged at the standard geogr aphic rate and will v ary by provider . Calls from outside the United Kingdom will be char ged at the applicable international r ate. Lines ar e open from 8.30am to 5.30pm (UK time) Monday to Friday excluding public holiday s in England and W ales.
Stock ex change listing information
* Exchange: London Stock Exchange, Pr emium Main Market
* Index: FTSE 100
* Symbol: EXPN
Shareholder and corpor ate information continued
Experian plc Shareholder and corpor ate information
238 Glossary
The following abbreviations ar e used in this Annual Report, and ar e taken to have the following meanings:
| Abbreviation | Meaning |
|---|---|
| AFS | Arvato Financial Solutions |
| AGM | Annual General Meeting |
| AI | Artificial intelligence |
| APAC | Asia Pacific |
| API | Application Programming Interface |
| B2B | Business-to-Business |
| B2B2C | Business-to-Business-to-Consumer |
| B2C | Business-to-Consumer |
| Benchmark EBIT | Benchmark earnings before interest and tax. See note 6 to the Group financial statements |
| Benchmark EBITDA | Benchmark earnings before interest, tax, depreciation and amortisation. See note 6 to the Group financial statements |
| Benchmark EPS | Benchmark earnings per share. See note 6 to the Group financial statements |
| Benchmark operating cash flow | See note 6 to the Group financial statements |
| Benchmark PBT | Benchmark profit before tax. See note 6 to the Group financial statements |
| CCM | Experian's email/cross-channel marketing business (a discontinued operation) |
| CCPA | California Consumer Privacy Act |
| CDP | Formerly known as Carbon Disclosure Project, a non-profit charity that runs the global environmental disclosure system |
| CEO | Chief Executive Ocer |
| CFO | Chief Financial Ocer |
| CFPB | Consumer Financial Protection Bureau |
| CGU | Cash-generating unit |
| CIP | Co-investment Plans |
| Code | The UK Corporate Governance Code |
| Company | Experian plc |
| COO | Chief Operating Ocer |
| CPIH | The Consumer Price Index including owner occupiers' housing costs |
| CPRA | California Privacy Rights Act |
| DEFRA | The UK government’s Department for Environment, Food and Rural Aairs |
| DEI | Diversity, equity and inclusion |
| EITS | Experian Information Technology Services |
| EMEA | Europe, Middle East and Africa |
| EPS | Earnings per share |
| ERG | Employee Resource Group |
| ERMC | Executive Risk Management Committee |
| ESEF | European Single Electronic Format |
| ESG | Environmental, Social and Governance |
| FBU | Fair, balanced and understandable |
| FCA | The UK Financial Conduct Authority |
| FRS | Financial Reporting Standard |
| FTE | Full-time equivalent |
| FVOCI | Fair value through Other comprehensive income |
| FVPL | Fair value through profit or loss |
| FX | Foreign exchange rate(s) |
| FY18 | Year ended 31 March 2018 |
| FY19 | Year ended 31 March 2019 |
| FY20 | Year ended 31 March 2020 |
| FY21 | Year ended 31 March 2021 |
| FY22 | Year ended 31 March 2022 |
| FY23 | Year ending 31 March 2023 |
| FY24 | Year ending 31 March 2024 |
| GAAP | Generally Accepted Accounting Practice |
| GDP | Gross Domestic Product |
| GDPR | General Data Protection Regulation |
| H1 | The first half of Experian’s financial year, being the six months ending 30 September |
| H2 | The second half of Experian’s financial year, being the six months ending 31 March |
239 Experian plc Annual Report 2022
Glossary Abbreviation Meaning
| Abbreviation | Meaning |
|---|---|
| HMRC | The UK’s ‘Her Majesty’s Revenue and Customs’ |
| IAS | International Accounting Standard |
| IAS arrangement | Income Access Share arrangement for the payment of dividends from a UK source |
| IASB | International Accounting Standards Board |
| IBOR | Interbank oered rate |
| IFRIC | International Financial Reporting Standards Interpretations Committee |
| IFRS or IFRSs | International Financial Reporting Standards |
| IP | Intellectual property |
| IRS | The US Internal Revenue Service |
| ISO | International Organization for Standardization |
| KPI | Key performance indicator |
| Last Year | Year ended 31 March 2021 |
| LGPD | Brazil General Data Protection Law |
| LIBOR | London Interbank Oered Rate |
| MSCIP | Marketing Services Consumer Information Portal |
| NED | Non-executive director |
| NGO | Non-governmental organisation |
| NPS | Net Promoter Score |
| OCI | Other comprehensive income |
| OpCo | Group Operating Committee |
| The Policy | Directors’ remuneration policy |
| PSP | Performance Share Plan |
| Q1 | The first quarter of Experian’s financial year, being the three months ending 30 June |
| Q2 | The second quarter of Experian’s financial year, being the three months ending 30 September |
| Q3 | The third quarter of Experian’s financial year, being the three months ending 31 December |
| Q4 | The fourth quarter of Experian’s financial year, being the three months ending 31 March |
| ROCE | Return on capital employed |
| SaaS | Software-as-a-Service |
| SBTi | Science Based Target initiative |
| SOFR | Secured Overnight Financing Rate |
| SONIA | Sterling Overnight Index Average |
| TCFD | Task Force on Climate-related Financial Disclosures |
| This year | Year ended 31 March 2022 |
| TSR | Total shareholder return |
| WACC | The Group’s pre-tax weighted average cost of capital |
Glossary continued Experian plc Glossary 240
Sustainability: at a glance 241 Experian plc Annual Report 2022
Sustainability: at a glance
Social
Improving financial health
* Supporting UN Sustainable Development Goals - Targets 1.4, 8.10, 9.3
* Number of people with profiles in Experian’s consumer information bureaux 1.4bn
* Number of free consumer memberships 134m
* Value of debt renegotiated by consumers through Experian's Limpa Nome in FY22 US$5.9bn
* Total people reached by our social innovation products since 2013 82m
* Target to reach people through social innovation products by 2025 100m
* Total people connected through our United for Financial Health education programme since October 2020 87m
* Target to connect people through United for Financial Health by 2024 100m
* Unbanked people who could benefit through alternative data sources and Experian technology platforms 1.7bn
Treating data with respect
* Global Data Principles of security, accuracy, fairness, transparency and inclusion Yes
* Rigorous security controls based on ISO 27001 Yes
* Cyber Essentials Certification Yes
Employees
* Glassdoor employee rating 4.3
* Gender diversity targets set Yes
* Signatory of UN Women’s Empowerment Principles Yes
* Mandatory annual training for all employees: Code of Conduct, Security and data, and Anti-corruption Yes
* Employee engagement score 78%
* Certified as a Great Place to Work 20 countries
Supply Chain
* A member of the Slave-Free Alliance Yes
* Suppliers must comply with our Supplier Code of Conduct, which is aligned with UN Universal Declaration of Human Rights Yes
* Supplier Diversity Programme Yes
Environment
- Committed to becoming carbon neutral in our own operations by 2030¹
- Science-based target for 2030 set Yes
- Scope 1 and 2 market-based emissions since 2019 Reduced by 44%
- Scope 3 emissions within science-based target, since 2019 Increased by 2%
- Carbon intensity (CO 2 e per US$1m of revenue) since 2019 Reduced by 19%
- Carbon emissions oset during the year 40%
- Electricity from renewable sources 32%
- CDP Climate Change score B
- CDP Supplier Engagement Rating A
Governance
- Independent Board members, including independent Chair 73%
- Female Board members 36%
- Ethnically diverse Board members 2
- Board meets Parker Review Committee recommendation on ethnic diversity Yes
- Independence of Audit, Remuneration and Nomination and Corporate Governance committees 100%
- Independent Chair and clear division of responsibilities between the Chair and CEO Yes
- Independent external evaluation of the Board’s performance, occurs every three years Yes
- Executive remuneration linked to Group performance Yes
- Voting rights for ordinary shareholders Yes
¹ A ll r ef er enc e s in th is A nnu al Re po r t to ‘c ar b on n eu tr al in o ur o wn o pe ra ti on s by 20 30 ’ in clu de s al l Sc op e 1 an d 2 em is si ons , p lus w it hi n Sc op e 3 th e ca te go ri e s of ‘ Pur ch as ed G o od s an d Se r v ic es’, ‘B us ine s s T ra ve l ’ an d ‘Fu el -an d - en er gy -r el at ed a c ti vi ti es’ (w hi ch r ep re se nt 8 3% of o ur b as el ine e mi ss io ns in S co p e 3). Th is i s ali gn ed w i t h th e em is sio ns c ov er ed b y ou r sc ie nc e- b as ed t ar ge t ap pr ov ed b y th e SB T i. Ref er t o pa ge s 64 -71 for f ur t he r inf or ma ti on .
Notes 242 Experian plc
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Annual Rep or t 2022 ww w.experianplc.com/annualreport
Improv ing F inancial He alth Repo r t 2022 w ww.experianp lc.com/E xper ian-Imp roving- Financial-Health-Repor t- 2022
E xp erian pl c websi te www .e xpe ri an pl c.# Experian plc
Corporate headquarters
Experian plc
Newenham House
Northern Cross
Malahide Road
Dublin 17
D17 AY61
Ireland
T +353 (0) 1 846 9100
www.experianplc.com
Operational headquarters
Experian
475 Anton Boulevard
Costa Mesa
CA 92626
United States
T +1 714 830 7000
www.experian.com
Serasa Experian
Av. Doutor Heitor José Reali 360
CEP 13571-385
São Carlos
Brazil
T +55 11 3004 7728
www.serasaexperian.com.br
Experian
The Sir John Peace Building
Experian Way
NG2 Business Park
Nottingham
NG80 1ZZ
United Kingdom
T +44 (0) 115 941 0888
www.experian.co.uk