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Board of Directors 48 Pearson plc Annual report and accounts 2010 Board of directors Chairman Executive directors Glen Moreno, †• chairman, aged 67, Marjorie Scardino, • chief executive, aged Will Ethridge, chief executive, Pearson was appointed chairman of Pearson 64, joined the Pearson board in January North American Education, aged 59, on 1 October 2005 and is chairman 1997. She trained and practised as a joined the Pearson board in May 2008, of the nomination committee. He was lawyer, and was chief executive of The having held a number of senior positions appointed deputy chairman of The Economist Group from 1993 until joining within Pearson Education, including Financial Reporting Council Limited in Pearson. She is also vice chairman of CEO of the International and Higher November 2010. He is also the senior Nokia Corporation and on the boards of Education divisions. He is chairman of independent director of Lloyds Banking several charitable organisations. In 2010 CourseSmart, a publishers’ digital retail Group plc as well as a non-executive she was named a fellow of the American consortium and chairman of the director of Fidelity International Limited. Academy of Arts and Sciences. Association of American Publishers. He was previously the senior independent director of Man Group plc and acting chairman of UK Financial Investments Limited, the company set up by HM Treasury to manage the government’s shareholdings in UK banks. Non-executive directors David Arculus, *†• aged 64, is a Patrick Cescau, *†• aged 62, is the senior Susan Fuhrman, *• aged 66, is president of non-executive director of Telefónica S.A. independent director of Tesco plc and a Teachers College at Columbia University, He is also chairman of Numis director of INSEAD, the Business School America’s oldest and largest graduate Corporation plc and in October 2010 for the World. In September 2010, he school of education and president of the was appointed chairman of Aldermore joined the board of IAG, the International National Academy of Education. She was Bank plc. His previous roles include Consolidated Airlines Group, S.A. He previously dean of the Graduate School chairman of O2 plc, Severn Trent plc and was previously group chief executive of of Education at the University of IPC Group, chief operating officer of Unilever. He became a non-executive Pennsylvania and on the board of United Business Media plc and group director of Pearson in April 2002 trustees of the Carnegie Foundation managing director of EMAP plc. He and senior independent director for the Advancement of Teaching. became a non-executive director of in April 2010. She became a non-executive director Pearson in February 2006 and is chairman of Pearson in July 2004. of the remuneration committee. Section 5 Governance 49 Executive directors In tro D u C tio N o ur S rona Fairhead, chairman and chief robin Freestone, chief financial officer, John Makinson, chairman and chief tr A executive of the Financial times Group, aged 52, joined Pearson in 2004 as executive of the Penguin Group, t aged 49, joined the Pearson board in June deputy chief financial officer and became aged 56, joined the Pearson board in eg y 2002 as chief financial officer. She was chief financial officer in June 2006, when March 1996 and was finance director until appointed chief executive of The Financial he also joined the Pearson board. He was June 2002. He was appointed chairman Times Group in June 2006 and became previously group financial controller of The Penguin Group in May 2001. responsible for Pearson VUE in March of Amersham plc (now part of GE). He is also chairman of The Royal National 2008. From 1996 until 2001, she served He qualified as a chartered accountant Theatre and trustee of the Institute for as executive vice president, group control with Touche Ross (now Deloitte). Public Policy Research. o and strategy at ICI. She is also a He is also a non-executive director and ur non-executive director of HSBC Holdings founder shareholder of eChem Limited. pe r plc and chairs the HSBC audit and risk F committees. In December 2010 she was or appointed as a non-executive director of mance The Cabinet Office. Non-executive directors o ur i mpac * A member of the audit committee. The members of the board as at † A member of the remuneration 31 December 2010, together with t o their biographical details, are shown committee. N on these pages. S • A member of the nomination committee. o C i As a matter of board policy, Pearson E shareholders have the opportunity to ty re-elect all board directors each year at the company’s Annual General Meeting (this year, on 28 April 2011). Gov The chairman believes that the E r Ken Hydon, *†• aged 66, is a non- contribution and performance of each nance executive director of Reckitt Benckiser of the directors continues to be valuable Group plc, Royal Berkshire NHS and effective and it is appropriate for Foundation Trust and Tesco plc. He was them to continue to serve as directors previously financial director of Vodafone of the company. Group plc and of subsidiaries of Racal Details of directors’ remuneration, Electronics. He became a non-executive interests and dealings in ordinary director of Pearson in February 2006 and shares and options of the company are is chairman of the audit committee. Fi contained in the report on directors’ nanc remuneration on pages 63 to 86. i Details of directors’ service agreements A l can be found on pages 74 and 75. S t A t emen t S 50 Pearson plc Annual report and accounts 2010 Board governance Corporate governance His role includes being available to shareholders if they should have concerns that have not been addressed introduction through the normal channels, and attending meetings The Pearson board believes that good corporate with shareholders in order to gain a balanced governance supports good performance and the understanding of any concerns that they might have. long-term development of strategy. It believes that The senior independent director also meets with the robust, open board debate over major business issues non-executive directors at least once a year in order brings a discipline to important decisions and adds a to appraise the performance of the chairman, and valuable and diverse set of external perspectives. would be expected to chair the nomination committee The board believes that during 2010 the company in the event that it was considering succession to was in full compliance with section 1 of the Combined the role of chairman of the board. Code 2008 (the Code) with the exception of its ratio of independent non-executive directors to executive independence of directors directors. Following the resignation of Terry Burns and The board reviews the independence of each of the untimely death of CK Prahalad in April last year, the non-executive directors annually. This includes there was an imbalance of executive and non-executive reviewing their external appointments and any directors on the board for a short period of time. potential conflicts of interest as well as assessing However, effective 1 March 2011, Joshua Lewis their individual circumstances. was appointed to the board as an independent All of the non-executive directors were considered by non-executive director and upon appointment joined the board to be independent for the purposes of the the nomination committee and audit committee. Code during the year ended 31 December 2010. The board embraces the Code’s underlying principles with regard to board balance and the nomination Conflicts of interest committee, led by the chairman, is actively seeking an Since October 2008, directors have had a statutory additional suitable candidate who possesses the right duty under the Companies Act 2006 (the Act) to avoid mix of knowledge, skills and experience to enhance conflicts of interest with the company. As permitted debate and decision-making. A detailed account of the by the Act, the company adopted new Articles of provisions of the Code can be found on the company Association at its AGM in 2008 to allow the directors website at www.pearson.com/investors/shareholder- to authorise conflicts of interest. The company has information/governance established a procedure to identify actual and potential conflicts of interest, including all directorships or Composition of the board other appointments to companies which are not part The board currently consists of the chairman, Glen of the Pearson Group and which could give rise to Moreno, five executive directors including the chief actual or potential conflicts of interest. Such conflicts executive, Marjorie Scardino, and five independent are then considered for authorisation by the board. non-executive directors. The relevant director cannot vote on an authorisation Chairman resolution, or be counted in the quorum, in relation to As stated in his biography, the chairman was appointed the resolution relating to his/her conflict or potential as deputy chairman of the Financial Reporting Council conflict. The board reviews any authorisations granted Limited on 18 November 2010. Both the chairman and on an annual basis. the board are confident that he can fulfil this new role without reducing his time commitment to Pearson. Board meetings Senior independent director The board meets six times a year, each meeting taking Patrick Cescau was appointed senior independent place over two days, and at other times as appropriate. director last year following the retirement of Terry In recent years, we have developed our board meeting Burns. The board believes that Patrick’s extensive agenda to ensure that board discussion and debate is knowledge of Pearson together with his broad centred on the key strategic issues facing the company. commercial experience, make him highly suitable for Over the course of 2010 the major items covered by this appointment.
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