As required by Section 302 of the US Sarbanes-Oxley Act 2002 and by related rules issued by the US Securities and Exchange Commission, the Chief Executive Officer and Chief Financial Officer of Reed Elsevier PLC and of Reed Elsevier NV certify in the respective Annual Reports 2013 on Form 20-F to be filed with the Commission that they are responsible for establishing and maintaining disclosure controls and procedures and that they have:
designed such disclosure controls and procedures to ensure
that material information relating to Reed Elsevier is made known to them;
evaluated the effectiveness of Reed Elsevier’s disclosure
controls and procedures;
based on their evaluation, disclosed to the Audit Committees
and the external auditors all significant deficiencies in the design or operation of disclosure controls and procedures and any frauds, whether or not material, that involve management or other employees who have a significant role in Reed Elsevier’s internal controls; and
presented in the Reed Elsevier Annual Report 2013 on Form
20-F their conclusions about the effectiveness of the disclosure controls and procedures.
A Disclosure Committee, comprising the company secretaries of Reed Elsevier PLC and Reed Elsevier NV and other senior Reed Elsevier managers, provides assurance to the Chief Executive Officer and Chief Financial Officer regarding their Section 302 certifications.
Section 404 of the US Sarbanes-Oxley Act 2002 requires the Chief Executive Officer and Chief Financial Officer of Reed Elsevier PLC and of Reed Elsevier NV to certify in the respective Annual Reports 2013 on Form 20-F that they are responsible for maintaining adequate internal control structures and procedures for financial reporting and to conduct an assessment of their effectiveness. The conclusions of the assessment of internal control structures and financial reporting procedures, which are unqualified, are presented in the Reed Elsevier Annual Report 2013 on Form 20-F.
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
This report has been prepared by the joint Nominations Committee of Reed Elsevier PLC and Reed Elsevier NV and has been approved by the respective Boards.
Role of the Committee
The principal role of the Committee is to provide assistance to the Boards of Reed Elsevier PLC, Reed Elsevier NV and Reed Elsevier Group plc by identifying individuals qualified to become Directors and recommending to the Boards the appointment of such individuals. The responsibilities of the Committee are set out in written terms of reference (available at www.reedelsevier.com) and include:
(i) to develop and agree the desired profile for potential candidates for Board membership;
(ii) in consultation with external search consultants, agree the specification for the recruitment of new directors which provides a formal and transparent procedure for the selection and appointment of new directors to the Boards; (iii) to recommend to the Boards the appointment of candidates
subject, where appropriate, to the approval of shareholders of Reed Elsevier PLC and Reed Elsevier NV;
(iv) to recommend to the Boards Directors to serve on Board Committees, having regard to the criteria for service on each committee as set out in the terms of reference for such committees, and to recommend members to serve as the Chair of those committees; and
(v) to make recommendations to the Boards in relation to the election or re-election of Directors at the Annual General Meetings of Reed Elsevier PLC and Reed Elsevier NV. Committee membership
The Committee comprises only Non-Executive Directors, and is chaired by Anthony Habgood. The other members are Lisa Hook and Ben van der Veer. The Committee met five times during the year.
Composition of the Boards and Committees
During the year, the main areas of focus for the Committee were:
the appointment of a Non-Executive Director;
the appointment of a Senior Independent Director in place of
Sir David Reid who retired from the Boards in April 2013;
the appointment of a Chairman of the Remuneration
Committee in place of Mark Elliott who retired from the Boards in April 2013;
the appointment of a Chief Financial Officer to succeed
Duncan Palmer who gave notice of his resignation in September 2013; and
progress against Reed Elsevier’s aspirational goals regarding
the percentage of women on its Boards.
The Committee seeks to ensure that the Boards and their Committees comprise an appropriate balance of skills, experience, independence, knowledge of Reed Elsevier’s businesses, and diversity, including gender and in doing so takes into account the outcome of Board evaluations. More information on Board evaluation can be found on page 70.
The Committee has established a formal, rigorous and transparent procedure for the recruitment of candidates to the Boards and recommendations by the Committee are made on the basis of a candidate’s merit, against objective criteria and with due regard for the benefits of diversity. The Committee retained recruitment consultants specialising in senior and non-executive appointments to carry out searches for a Non-Executive Director and a new Chief Financial Officer. Spencer Stuart was retained in connection with the search for a Non-Executive Director. Spencer Stuart is an independent executive search consulting firm with no other connection to Reed Elsevier. The Committee worked closely with the consultants and following a rigorous process of
interviews and assessments, recommended to the Boards the appointment of Wolfhart Hauser as a Non-Executive Director and Nick Luff as Chief Financial Officer. The Boards approved these recommendations.
In light of the retirement of Mark Elliott and Sir David Reid, the Committee undertook a review of the roles and responsibilities of the Non-Executive Directors. Following the review, the
Committee recommended to the Boards the appointment of Lisa Hook as the Senior Independent Director and Wolfhart Hauser as the Chairman of the Remuneration Committee. The Boards approved these recommendations.
In response to the publication of the Davies Review, “Women on Boards” in 2011, the Boards announced their aspirational goals that by 2013 the Reed Elsevier NV Board would be comprised of 30% women and the Reed Elsevier PLC Board would be comprised of 22% women. Following the Annual General Meetings held in April 2013, the Boards met these goals. The Committee will continue to monitor the composition of the Boards against their aspirational goals while taking into account the benefits of diversity more generally.
Details of Reed Elsevier’s approach to diversity and inclusion in its workforce can be found in the Corporate Responsibility report on page 46.
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GOVERNANCEDIRECTORS’ REMUNERATION REPORT