Destino del recorrido

Risk Description and impact Mitigation

Ethics As a world leading provider of professional information solutions to the scientific, technical & medical, risk solutions & business information, legal, and exhibitions markets we are expected to adhere to high standards of independence and ethical conduct. A breach of generally accepted ethical business standards could adversely affect our business performance, reputation and financial condition.

The Reed Elsevier Code of Ethics and Business Conduct is provided to every employee and is supported by training. It encompasses such topics as fair competition, anti-bribery and human rights and encourages open and principled behaviour. We have well established processes for reporting and investigating instances of unethical conduct. Our major suppliers are required to adopt our Supplier Code of Conduct.

Environmental Our businesses have an impact on the environment, principally through the use of energy and water, waste generation and, in our supply chain, through paper use and print and production technologies. Failure to manage our environmental impact could adversely affect our reputation.

We are committed to reducing these environmental impacts by limiting resource use and efficiently employing sustainable materials and technologies. We require our major suppliers and contractors to meet the same objectives. We seek to ensure that all Reed Elsevier businesses are compliant with relevant environmental regulation.

The Strategic Report, as set out on pages 2 to 62, has been approved by the Board.

By order of the Board Registered Office

Henry Udow 1-3 Strand

Company Secretary London

26 February 2014 WC2N 5JR

Fin an cial s tat eme nt s an d o the r inf or m ati on Fin an cial re vie w B us in es s re view w G ov er na nc e

Governance

In this section

66 Reed Elsevier Business Leaders 68 Chairman’s introduction to

corporate governance

69 Structure and corporate governance 77 Report of the Nominations Committee 78 Directors’ Remuneration Report 95 Report of the Audit Committees

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BOARD DIRECTORS

Erik Engstrom (50) Chief Executive Officer

Appointed: Chief Executive Officer since 2009. Joined Reed Elsevier as Chief Executive Officer of Elsevier in 2004.

Nationality: Swedish

Past appointments: Prior to joining Reed Elsevier was a partner at General Atlantic Partners. Before that was President and Chief Operating Officer of Random House Inc and, before its merger with Random House, President and Chief Executive Officer of Bantam Doubleday Dell, North America. Began his career as a consultant with McKinsey. Served as a Non-Executive Director of Eniro AB and Svenska Cellulosa Aktiebolaget SCA. Education: Holds a BSc from Stockholm School of Economics, an MSc from the Royal Institute of Technology in Stockholm, and gained an MBA from Harvard Business School as a Fulbright Scholar.

Duncan Palmer (48) Chief Financial Officer

Appointed: 2012

Nationality: British and American

Other appointments: Non-Executive Director of Oshkosh Corporation.

Past appointments: Prior to joining Reed Elsevier was Chief Financial Officer and Senior Vice President of Owens Corning Inc. from 2007 having previously held various senior finance positions within Royal Dutch Shell for 20 years in the UK, the Netherlands and the US. Education: Holds an MA in Mathematics from Cambridge University and an MBA from Stanford University, and is a UK-qualified Chartered Management Accountant.

Anthony Habgood (67) R N C

Chairman Appointed: 2009 Nationality: British

Other appointments: Chairman of Whitbread plc, Preqin Holding Limited and Norwich Research Partners LLP.

Past appointments: Chairman of Bunzl plc and of Mölnlycke Health Care Limited and served as Chief Executive of Bunzl plc, Chief Executive of Tootal Group plc and a Director of The Boston Consulting Group. Formerly Non-Executive Director of Geest plc, Marks and Spencer plc, National Westminster Bank plc, Norfolk and Norwich University Hospitals Trust, Powergen plc, and SVG Capital plc. Education: Holds an MA in Economics from Cambridge University and an MS in Industrial Administration from Carnegie Mellon University. He is a visiting Fellow at Oxford University.

Executive Directors

Non-Executive Directors

Marike van Lier Lels (54) C

Non-Executive Director of Reed Elsevier NV Appointed: 2010 Nationality: Dutch

Other appointments: Member of the Supervisory Boards of KPN NV, USG People NV, TKH Group NV and Eneco Holding NV, and a member of the Executive Committee of the Aegon Association. A member of various Dutch governmental advisory boards.

Past appointments: Member of the Supervisory Board of Maersk BV, Executive Vice President and Chief Operating Officer of the Schiphol Group. Prior to joining Schiphol Group, was a member of the Executive Board of Deutsche Post Euro Express and held various senior positions with Nedlloyd.

Wolfhart Hauser (64) R C

Chairman of the Remuneration Committee Appointed: 2013

Nationality: German

Other appointments: Chief Executive Officer of Intertek Group plc.

Past appointments: Chairman of

Dragenopharm GmbH & Co AG from 2002 to 2006. Prior to that he was Chief Executive Officer of TÜV Suddeutschland between 1998 and 2002 and Chief Executive Officer of TÜV Product Service GmbH for 10 years. Served as a Non-Executive Director of Logica Plc and Intertek Group plc before his current position at the company.

Robert Polet (58) R C

Non-Executive Director Appointed: 2007 Nationality: Dutch

Other appointments: Chairman of Safilo Group S.p.A. and a Non-Executive Director of Philip Morris International Inc, William Grant & Sons Limited, Scotch and Soda NV and Crown Topco Limited, parent company of Vertu. Member of the Supervisory Board of Nyenrode Foundation. Past appointments: President and Chief Executive Officer of Gucci Group from 2004 to 2011, having previously spent 26 years at Unilever working in a variety of marketing and senior executive positions throughout the world, including President of Unilever’s Worldwide Ice Cream and Frozen Foods division. Formerly a Non-Executive Director of Wilderness Holdings Limited.

Fin an cial s ta tem en ts an d oth er in for ma tion Fin an cial re vie w B us ine ss re vie w w G ov er na nc e Lisa Hook (55) R N C

Senior Independent Director Appointed: 2006

Nationality: American

Other appointments: President and Chief Executive Officer of Neustar Inc and a Director of Island Press.

Past appointments: President and Chief Executive Officer at Sun Rocket Inc. Before that was President of AOL Broadband, Premium and Developer Services. Prior to joining AOL, was a founding partner at Brera Capital Partners LLC. Previously Chief Operating Officer of Time Warner Telecommunications and has served as senior advisor to the Federal Communications Commission Chairman and a senior counsel to Viacom Cable. Formerly a Director of The Ocean Foundation.

Ben van der Veer (62) A N C

Chairman of the Audit Committees Appointed: 2009

Nationality: Dutch

Other appointments: Member of the Supervisory Boards of Aegon NV, TomTom NV and Koninklijke FrieslandCampina NV.

Past appointments: Chairman of the Executive Board of KPMG in the Netherlands and a member of the Management Committee of the KPMG International board until his retirement in 2008, having joined KPMG in 1976. Formerly a member of the Supervisory Board of Siemens Nederland NV.

Linda Sanford (61) A C

Non-Executive Director Appointed: 2012 Nationality: American

Other appointments: Senior Vice President, Enterprise Transformation, IBM Corporation. Serves on the board of directors of The Business Council of New York State and the Partnership for New York City. Also serves on the board of trustees of the State University of New York, St John’s University, Rensselaer Polytechnic Institute and the New York Hall of Science. Past appointments: Non-Executive Director of ITT Corporation until May 2013.

Adrian Hennah (56) A C

Non-Executive Director Appointed: 2011 Nationality: British

Other appointments: Chief Financial Officer of Reckitt Benckiser Group plc.

Past appointments: Chief Financial Officer of Smith & Nephew plc from 2006 to 2012. Before that was Chief Financial Officer of Invensys plc, having previously held various senior finance and management positions with GlaxoSmithKline for 18 years.

Board Committee Membership

A Audit Committees: Reed Elsevier Group plc, Reed Elsevier PLC and Reed Elsevier NV

R Remuneration Committee: Reed Elsevier Group plc

N Nominations Committee: joint Reed Elsevier PLC and Reed Elsevier NV

C Corporate Governance Committee: joint Reed Elsevier PLC and Reed Elsevier NV Both of the Executive Directors are directors of Reed Elsevier Group plc, Reed Elsevier PLC and Reed Elsevier NV.

Marike van Lier Lels is a Non-Executive Director of Reed Elsevier NV. All of the other Non-Executive Directors are directors of Reed Elsevier Group plc, Reed Elsevier PLC and Reed Elsevier NV.

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BUSINESS LEADERS