1. How large is the Equifax Board of Directors and does it have a majority of independent outsiders?
The Board has a total of 10 members, composed of nine independent directors and one member who is an executive officer.
2. Are the Board's Committees composed of independent directors?
The Board's Audit; Compensation, Human Resources & Management Succession; Governance and Technology Committees are composed of independent directors.
3. How often do members of the Board of Directors stand for election?
In 2011, the company completed the phase-in of the annual election of all directors by our shareholders to enhance our accountability to our shareholders.
4. Does Equifax have corporate governance guidelines and, if so, has Equifax publicly disclosed them?
Yes. Equifax's corporate governance guidelines are available on Equifax's website under Corporate Governance.
5. Does Equifax have a presiding director?
Yes. The Board has adopted a policy that it will have a Presiding Director, annually selected by non-employee directors from among the non-employee directors, who will convene and chair regularly scheduled executive sessions of the non-employee directors; assist with the dissemination of information among members of the Board, including the Chairman of the Board and the Chief Executive Officer; and confer as appropriate with the Chairman and the Chief Executive Officer on matters involving the Board, including the quality and content of information flow among the Board members. The Presiding Director may have such other responsibilities as the non-employee directors may designate from time to time.
6. How are vacancies on the Board filled?
The Governance Committee of the Board of Directors is charged with making nominations and recommendations concerning new director candidates in view of pending additions, resignations or retirements. The Bylaws provide that the Board may elect a director to fill a vacancy resulting from the death, resignation, retirement, disqualification or removal from office of a director, and such director shall have the same remaining term as that of his or her predecessor. A director shall hold office until the Annual Meeting of Shareholders for the year in which such director's term expires and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
7. Does Equifax consider director candidates suggested by shareholders?
Yes. The Committee may consider and make recommendations to the Board concerning nominees for director submitted by the shareholders. In order for the Committee to consider such nominees, the nominating shareholder should (1) submit a nomination notice in accordance with the procedures set forth in Section 1.12 of the Bylaws; (2) request that the Committee consider the shareholder's nominee for inclusion with the Board's slate of nominees for the applicable meeting; and (3) along with the shareholder's nominee, undertake to provide all other information the Committee or the Board may request in connection with their evaluation of the nominee.
Any shareholder's nominee must satisfy the minimum qualifications for any director described above in the judgment of the Committee and the Board. In evaluating shareholder nominees, the Committee and the Board may consider all relevant information, including the factors described above, and additionally may consider the size of the nominating shareholder's holdings in Equifax and the length of time such shareholder has owned such holdings; whether the nominee is independent of the nominating shareholder and able to represent the interests of Equifax and its shareholders as a whole; and the interests and/or intentions of the nominating shareholder.
8. Have stock options been repriced during the past three years without shareholder approval?
No. Equifax has not repriced its stock options during the past three years and its active equity compensation plans, the 2000 Stock Incentive Plan and the 2005 Omnibus Incentive Plan for employees of TALX Corporation, each prohibit the repricing of stock options.
9. Are there any interlocks between members of the Compensation Committee?
No. None of the members of the Compensation Committee is or has been one of our officers or employees. None of our executive officers serves, or served during 2006, as a member of the board of directors or Compensation Committee of any entity that has one or more executive officers serving on our Board or its Compensation Committee.
10. Do directors receive all or a portion of their compensation in the form of equity?
Yes. In addition to cash retainer, directors receive an annual grant of restricted stock units.
11. Do non-employee directors participate in Equifax's pension plan?
12. Does Equifax have a mandatory retirement age for directors?
Yes. The mandatory retirement age for directors is 72 (65 for employee-directors). A director may continue to serve a longer tenure if the Governance Committee and Board determine such service would be of substantial benefit to Equifax.
13. Does the Board review its performance regularly?
The Governance Committee is responsible to report annually to the Board an assessment of the Board's performance. In addition, each committee conducts an annual self-evaluation. These evaluations are usually conducted following the end of each fiscal year and at the same time as the report on Board membership criteria. This assessment should be of the Board's contribution as a whole and specifically review areas in which the Board and/or the management contribution may be improved. Its purpose is to increase the overall effectiveness of the Board and its Committees.
14. Do outside directors meet without the Chief Executive Officer present?
Yes. The non-employee directors of the Board generally meet without management present at each regularly scheduled meeting of the Board and such meetings will be convened and chaired by the Presiding Director. If one or more non-employee directors are not also independent directors, the independent directors shall meet in executive session at least annually in addition to any meetings of the non-employee directors. The format of these meetings includes, in part, a discussion with the Chief Executive Officer on each occasion.
15. Does the Board regularly approve a CEO succession plan?
Yes. The Chair of the Compensation, Human Resources & Management Succession Committee reports annually to the Board on succession planning.
16. Has Equifax adopted a code of ethics which satisfies Section 406 of the Sarbanes-Oxley Act and the New York Stock Exchange listing requirements?
Yes. Equifax has adopted a code of business ethics and business conduct for directors and a separate code of ethics and business conduct for executives and all other employees, which is available on Equifax's website under Corporate Governance.
17. Does the Audit Committee of the Board receive any ongoing training?
Yes. The Board recognizes the challenges that Audit Committees face in meeting their demanding responsibilities, and educational presentations specifically designed to help committee members do the job they need to do as effectively and efficiently as possible are regularly incorporated into the Audit Committee's meeting agendas.
18. Are the Directors expected to attend the annual meeting of shareholders?
The Board believes that it is important for directors to make themselves available to our shareholders by attendance at each annual meeting of shareholders in the absence of a scheduling conflict or other valid reason.