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Governance Report 46 Pearson plc Annual report and accounts 2011 Board of directors Pearson’s 12-member board brings a wide range of experience, skills and backgrounds. Chairman Executive directors Glen Moreno Chairman Marjorie Scardino Chief executive Will Ethridge Chief executive, aged 68, appointed 1 October 2005 aged 65, appointed 1 January 1997 Pearson North American Education aged 60, appointed 1 May 2008 Chairman of the nomination committee Member of the nomination committee and member of the remuneration Will has three decades of experience committee Marjorie brings a range of business, legal in education and educational publishing, and publishing experience to Pearson. including nearly a decade and a half at Glen has more than three decades Before becoming Pearson CEO, she was Pearson where he formerly headed of experience in business and finance, chief executive of The Economist Group. our Higher Education, International and is currently deputy chairman of The Trained as a lawyer, she was a partner in and Professional Publishing business. Financial Reporting Council Limited in a Savannah, Georgia, law firm and at the Prior to joining Pearson in 1998, Will the UK, deputy chairman and senior same time founded with her husband the was a senior executive at Prentice Hall independent director at Lloyds Banking Pulitzer Prize-winning Georgia Gazette and Addison Wesley, and before that Group plc, and non-executive director newspaper. Marjorie is a director of an editor at Little, Brown and Co where of Fidelity International Limited. Nokia Corporation and on the non-profit he published in the fields of economics Previously, Glen was senior independent boards of Oxfam and the MacArthur and politics. Will is a board member and director of Man Group plc and acting Foundation. In 2003 she was made a former chairman of the Association of chairman of UK Financial Investments Dame of the British Empire and in 2010 American Publishers (AAP) and board Limited, the company set up by HM was named a fellow of the American chairman of CourseSmart, a consortium Treasury to manage the government’s Academy of Arts and Sciences. of electronic textbook publishers. shareholdings in British banks. Section 4 Governance 47 OVERVIEW PERFORMANCE OUR SOCIETY ON IMPACT OUR Rona Fairhead Chairman and chief Robin Freestone Chief financial officer John Makinson Chairman and chief executive of The Financial Times Group aged 53, appointed 12 June 2006 executive of The Penguin Group aged 50, appointed 1 June 2002 aged 57, appointed 15 March 1996 Robin’s experience in management and Rona has wide experience in business, accounting includes a previous role as John’s diverse background spans business, finance, services and manufacturing. group financial controller of Amersham consultancy, financial journalism and She was Pearson’s chief financial officer plc (now part of General Electric) and publishing. He was finance director before beginning her current role in 2006. senior financial positions with ICI plc, of Pearson before heading Penguin, and In addition to the FT Group, Rona heads Zeneca and Henkel UK. He joined previously served as managing director GOVERNANCE Pearson’s professional and careers Pearson in 2004 as deputy chief financial of the Financial Times newspaper, where business that includes Pearson VUE officer and became chief financial officer he had earlier served as editor of the (our electronic testing and certification in June 2006. Robin qualified as a popular Lex column. John co-founded business) and various skills and chartered accountant with Touche Ross Makinson Cowell, an international professional training businesses. She (now Deloitte), and is currently a non- financial consultancy, and was vice previously held senior management roles executive director and founder chairman of the US holding company at specialty chemicals company ICI plc, shareholder of eChem Limited. Robin sits of advertising firm Saatchi & Saatchi. and in aerospace with Bombardier/ on the Institute of Chartered Accountants John is chairman of the National Theatre Shorts. She has an MBA from Harvard (ICAEW) Financial Reporting Committee and a trustee of the Institute for Public Business School. Rona currently serves as and is deputy chairman of the Hundred Policy Research. non-executive director of The Cabinet Group of Finance Directors. Office of UK Government and of HSBC Holdings plc, where she chairs the risk STATEMENTS FINANCIAL committee. She is also a member of the Cambridge University Library Visiting Committee. She was made a Commander of the British Empire in 2012. 48 Pearson plc Annual report and accounts 2011 Board of directors continued Non-executive directors David Arculus Non-executive director Patrick Cescau Senior independent Vivienne Cox Non-executive director aged 65, appointed 28 February 2006 director aged 63, appointed 1 April 2002 aged 52, appointed 1 January 2012 Chairman of the remuneration Member of the audit, remuneration Member of the audit, remuneration committee and member of the audit and nomination committees and nomination committees and nomination committees Patrick brings to Pearson more than Vivienne has wide experience in David has experience in banking, 35 years global business experience in energy, natural resources and business telecommunications and publishing in a finance, consumer products, retailing innovation. She worked for BP plc long career in business. Currently he is and developing and emerging markets. for 28 years, in Britain and continental chairman of Aldermore Bank plc, Numis He is the senior independent director Europe, in posts including executive Corporation plc and the Advisory Board of Tesco plc, Britain’s largest retailer, a vice president and chief executive of of the British Library and a non-executive director of France-based INSEAD, the BP’s Gas, Power & Renewables business director of Telefonica S.A. David’s Business School for the World, and IAG, and its Alternative Energy unit. She is previous roles include the chairmanship the International Consolidated Airlines also non-executive director of mining of O2 plc, Severn Trent plc and IPC Group, S.A., parent company of British company Rio Tinto plc, energy Group, as well as chief operating officer Airways and Spain’s Iberia. He was company BG, the UK Department of United Business Media plc and group previously group chief executive of for International Development, and managing director of EMAP plc. David Unilever, the global consumer-goods Vallourec, which supplies tubular systems served from 2002 to 2006 as chairman company whose brands are known for the energy industry. Vivienne also sits of the British government’s Better throughout the world. Patrick is a trustee on the board of INSEAD. Regulation Task Force, which worked of the Leverhulme Trust and chairman of on reducing burdens on business. the St. Jude Children Charity. In 2005 he was awarded the ‘Légion d’Honneur’, the highest decoration bestowed by France. Susan Fuhrman Non-executive director Ken Hydon Non-executive director Josh Lewis Non-executive director aged 67, appointed 27 July 2004 aged 67, appointed 28 February 2006 aged 49, appointed 1 March 2011 Member of the audit and nomination Chairman of the audit committee Member of the audit and nomination committees and member of the remuneration committees and nomination committees Susan’s extensive experience in education Josh’s experience spans finance, includes her current role as president of Ken’s experience in finance and business education and the development of digital Teachers College at Columbia University, includes roles in electronics, consumer enterprises. He is founder of Salmon America’s oldest and largest graduate products and healthcare. He is a non- River Capital LLC, a New York-based school of education. She is president of executive director of Reckitt Benckiser venture capital firm focused on the National Academy of Education, and Group plc, one of the world’s leading technology-enabled businesses in was previously dean of the Graduate manufacturers and marketers of branded education, financial services and other School of Education at the University products in household cleaning and sectors. Over a 25 year private equity/ of Pennsylvania and on the board of health and personal care, retailer Tesco venture capital career, he has been trustees of the Carnegie Foundation plc and the Royal Berkshire NHS involved in a broad range of successful for the Advancement of Teaching. Foundation Trust. Previously, Ken was companies, including several pioneering finance director of Vodafone Group plc enterprises in the education sector. and of subsidiaries of Racal Electronics. In addition, he has long been active in the non-profit education sector, with associations including New Leaders and the Bill & Melinda Gates Foundation. Section 4 Governance 49 Chairman’s letter Dear shareholders Patrick Cescau, our senior independent director, OVERVIEW PERFORMANCE OUR SOCIETY ON IMPACT OUR has now served on the board for more than nine years. This year, we are reporting against the revised UK The board has discussed in detail Patrick’s record and Corporate Governance Code (the Code). contribution as a director and considers him to be Role of the board vigorously independent. Given his experience as chief executive of a major global company, he currently plays The Pearson board consists of senior executive an invaluable role in advising on our global expansion management alongside a strong group of non-executive and organisational design. We have therefore asked directors
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