Corporate Governance

Committee Charters

The key committees of Equifax's Board of Directors which handle the governance, audit, and compensation and human resources functions, are each comprised solely of outside directors who meet the NYSE definition of "Independent." Read below to find out more about these key committees.

·          Audit Committee

·          Compensation, Human Resources & Management Succession Committee

·          Executive Committee

·          Finance Committee

·      Governance Committee

AUDIT COMMITTEE 

I.PURPOSE 

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for:

(1) the integrity of the Company's statements and other financial information provided to any governmental body, its shareholders or the public;

(2) the Company's systems for complying with legal and regulatory requirements;

(3) the independent auditor's qualifications, independence, and performance;

(4) the performance of the Company's internal audit function; and

(5) the integrity of the Company's internal controls regarding finance, accounting, and auditing, and its financial reporting processes. 

II. MEMBERSHIP 

1. The Audit Committee will consist of three or more directors as determined and elected by the Board. Each of these directors shall be independent in accordance with New York Stock Exchange rules ("NYSE Rules") andapplicable Securities and Exchange Commission rules ("SEC Rules") applicable to Audit Committee members.

2. No Committee member may receive any compensation from the Company other than compensation as a director except as permitted by the NYSE Rules and SEC Rules.

3. All Committee members must be financially literate as required by the NYSE Rules and as such qualification is interpreted by the Board in its business judgment, or become financially literate within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee must have accounting or related financial management expertise as required by the NYSE Rules and at least one member must be an Audit Committee Financial Expert as defined in the SEC Rules.

4. If any Committee member simultaneously serves on the audit committee of more than three (3) public companies, the Board must determine that such simultaneous service will not impair the ability of such member to serve effectively on the Company's Audit Committee.

 III.MEETINGS 

1. The Committee will meet at least quarterly, or at such other intervals as circumstances dictate as determined by the Chair of the Committee or a majority of the Committee members.

2. The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members shall constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take action by written consent.

3. To foster open communication, the Committee will meet with management, the director of the internal audit department and the independent accountants in separate executive sessions to discuss any matters that should be discussed privately.

4. The Committee will report its activities and findings to the Board on a regular basis. 

IV. RESPONSIBILITIES AND DUTIES

 The specific duties and responsibilities of the Committee include:

 A.    Financial Statements Review

 1. Review the audited financial statements, the Management's Discussion and Analysis section and other material financial content of the Company's annual report to shareholders and annual report on Form 10-K, and discuss with management and the independent auditors prior to publication of the annual report to shareholders and the filing of the Company's Form 10-K.

2. Review the unaudited financial statements, the Management's Discussion and Analysis section and other material financial content of each quarterly report on Form 10-Q and discuss with management and the independent auditors prior to filing the Form 10-Q. To the extent permissible under NYSE Rules, the Committee may delegate this review to the Chair or another member.

3. Review and comment concerning earnings press releases and financial information and earnings guidance provided to analysts and rating agencies prior to the release or dissemination of such information. In lieu of reviewing each such disclosure prior to release or dissemination, the Committee may discuss generally with management the types of information to be disclosed and the types of presentation to be made, and establish policies or guidelines for such disclosures. To the extent permissible under NYSE Rules, the Committee may delegate this review to the Chair or another member.

4. Prepare the annual Audit Committee report for inclusion in the Company's proxy statement, in accordance with all applicable rules and regulations.

B.    Independent Auditors 

1. Exercise direct responsibility for the selection, appointment, retention, oversight and compensation of the Company's independent auditors. The independent auditors shall report directly to the Committee. The Committee may submit the selection or appointment of the independent auditors to the Company's shareholders for approval or ratification.

2. Exercise sole authority to approve all work to be performed by the independent auditors and the fees for such work. The Committee shall oversee the Company's compliance with applicable law prohibiting the independent auditors from providing certain non-audit services. The Committee shall pre-approve all audit and permitted nonaudit services to be performed by the independent auditors. The Committee may delegate to one or more of the members of the Committee the authority to pre-approve permitted non-audit services to be performed by the independent auditors, or may establish pre-approval policies and procedures in accordance with applicable law.

The Committee shall be informed of any approvals granted pursuant to delegated authority or pre-approval policies and procedures at its next meeting following such approval.

3. Review the overall performance of the independent auditors, and if necessary, discharge the independent auditors if the Committee in its discretion determines that circumstances warrant such discharge.

4. At least annually, obtain and review a report by the independent auditor describing: the firm's internal quality control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and all relationships between the independent auditor and the Company. The Committee shall actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors, and take appropriate action in response to the independent auditors' statement to satisfy itself of the accountants' independence. The Committee shall present its conclusions with respect to the independent auditors' independence and performance to the Board.

5. Develop clear guidelines regarding the Company's hiring of employees or former employees of the independent auditors.

6. Consider whether the Company should have a policy with respect to the rotation of independent auditing firms, and develop any such policy.

 C.    Internal Audit

 1. Review periodic internal reports to management prepared by the internal audit department or the independent auditors and management's response along with the status of prior outstanding recommendations.

2. Review objectives, activities, organizational structure, qualifications, staffing and budget of the internal audit department.

3. Ratify the appointment, replacement, reassignment or dismissal of the head of the Company's Internal Audit function, as approved by the Committee Chair.

D. Financial Reporting and Auditing

1. Review with the independent auditors and the Company's internal auditors, the integrity of the Company's financial reporting processes, both internal and external.

2. Review with the independent auditors the quality and appropriateness of the Company's accounting principles and underlying estimates as applied in its financial statements.

3. Review with the independent auditors, the internal auditors and management, the adequacy and effectiveness of the Company's internal control over financial reporting, disclosure controls and procedures and the completeness and accuracy of the Company's financial statements and financial reporting process. The Committee shall consider the quality of presentation of, among other matters, critical accounting policies, offbalance sheet transactions and financial measures presented on a basis other than in accordance with generally accepted accounting principles.

4. In consultation with the independent auditors, management and the Company's internal audit department, review all major changes and improvements pertaining to the Company's financial and accounting principles, practices, internal control over financial reporting and disclosure controls and procedures.

5. Establish regular and separate systems of reporting to the Committee by the independent auditors and the internal auditors regarding any significant judgments made in management's preparation of the financial statements and the view of each as to the appropriateness of any such judgments.

6. Discuss, either as a Committee or through its Chair (or designee), with the independent auditors, the internal auditors and management the results of the independent accountants' review of the interim financial information prior to the filing of the quarterly Form 10-Q with the SEC, to the extent required by generally accepted auditing standards.

7. Discuss with the independent auditors and management the scope, planning and staffing of the annual audit prior to the commencement of the audit.

8. Obtain and review at least annually within 90 days prior to the filing of the Company's annual report on Form 10-K a report or report update from the independent auditors setting forth: all critical accounting policies and practices to be used in the financial statements; all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, including the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditors; and any other material communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.

9. After the annual audit, review with the independent auditors and the internal audit department the matters required under Statement of Auditing Standards Nos. 61 and 90, any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information and any significant unresolved disagreements with management. The Committee shall review with the independent auditor any audit problems or difficulties and management's response, and shall resolve any disagreements between management and the independent auditors.

 E.    Ethical and Legal Compliance

 1. Ensure the Company maintains an appropriate ethics and compliance program and perform an annual review of its effectiveness. Review requests for and determine whether to grant or deny waivers of the Company's ethics code(s) applicable to directors and executive officers.

2. Regularly review legal, tax and regulatory matters that may have a material impact on the financial statements and the Company's disclosures concerning its financial position.

3. Discuss with management the Company's policies with respect to risk assessment and risk management.

4. Establish procedures as required by law for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters.

 V. GENERAL PROVISIONS

 1. The Committee may establish such subcommittees of its members, as it deems appropriate to assist it in its duties, provided that it retains ultimate responsibility for such matters as prescribed by the NYSE Rules or SEC Rules.

2. In the course of fulfilling its duties, the Committee may at any time seek advice and assistance from outside legal counsel, accounting or other advisors as the Committee deems necessary to carry out its duties on such terms as the Committee may determine.

3. The Committee shall receive appropriate funding, as it determines, from the Company for payment of compensation to the independent auditors, outside legal counsel, or accounting or other advisors employed by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

4. The Committee shall conduct an annual performance self-evaluation to ensure that the Committee is fulfilling its responsibilities, and report the results of such evaluation to the Governance Committee. 

CHARTER OF THE COMPENSATION, HUMAN RESOURCES AND MANAGEMENT

SUCCESSION COMMITTEE OF THE BOARD OF DIRECTORS

[As revised February 7, 2007]

 I. PURPOSE

The primary function of the Compensation, Human Resources and Management Succession Committee (the "Committee") is to assist the Board in fulfilling its oversight responsibility with respect to (A) determining and evaluating the compensation of the Chief Executive Officer, (B) approving and monitoring the executive compensation plans, policies and programs of the Company, (C) to review and discuss with the Company's management the Compensation Discussion & Analysis (CD&A) to be included in the Company's annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement,and (D) advising management on succession planning and other significant human resources matters.

II. MEMBERSHIP

The Committee shall consist of three or more directors as determined and elected by the Board. Each of these directors shall be independent in accordance with New York Stock Exchange rules ("NYSE Rules") and free from any material relationship (either directly or as a partner, shareholder or officer of an organization that has such a relationship with the Company) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a Committee member, and shall meet the standards required under Rule 16b-3 of the Securities and Exchange Act of 1934, as amended, and Section 162(m) of the Internal Revenue Code.

The following are skills useful for members of this Committee: broad management experience, general familiarity with executive compensation programs, knowledge of and/or experience with corporate performance measurement and incentive approaches and ability to assert opinions independent from those of management.

III. MEETINGS

1. The Committee shall meet at least quarterly, or more frequently as circumstances dictate as determined by the Chair of the Committee, or a majority of the committee members.

2. The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members shall constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take action by written consent.

3. The Committee will report its activities and findings to the Board on a regular basis.

IV. RESPONSIBILITIES AND DUTIES

The specific duties and responsibilities of the Committee include:

A. Executive Compensation Matters

1. Review and approve corporate goals and objectives relevant to compensation of the Chief Executive Officer ("CEO"). The Committee shall evaluate the CEO's performance in light of these goals and objectives and shall determine and set the CEO's compensation level based on such evaluation.

2. Oversee the evaluation of and make determinations regarding compensation for all other executive officers and any other corporate officers who are subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (or any successor rule(s) to the same effect) ("Section 16 Officers").

3. In determining or recommending the long-term incentive component of CEO and Section 16 Officer compensation, the Committee will generally consider the Company's performance and relative shareholder return, the value of similar incentive awards to the CEO and Section 16 Officers at comparable companies, and the awards given to the Company's CEO and Section 16 Officers in past years.

4. Authorize and approve any employment agreement (including change-in-control agreements) with elected officers.

5. Approve equity compensation awards for the CEO and Section 16 Officers.

6. Determine the Company's policy with respect to the application of Section 162(m) of the Internal Revenue Code, and the deductibility of executive compensation for federal income tax purposes. The Committee will approve goals and awards under the compensation plans of the Company as required by Section 162(m).

7. Prepare a report annually on executive compensation for inclusion in the Company's proxy statement, in accordance with all applicable rules and regulations.

8. The Committee may delegate responsibility for the day-to-day management of the Company's executive compensation programs.

 B. Plan Matters

1. Create, authorize, approve, amend and/or terminate any new or existing officer and employee compensation and benefit plans.

2. Recommend action to the Governance Committee to create, authorize, approve, amend and/or terminate any new or existing non-employee director compensation and benefit plans.

3. Determine and set the Company's discretionary matching contributions to the Company's 401(k) Plan (the "Plan") and take any other actions required of it under the Plan.

4. Appoint the members of the Company's Group Plans Administrative Committee (the "Administrative Committee") whose members shall be responsible for oversight and administrative duties regarding the plans as determined by the Committee.

5. Annually receive a presentation regarding the effectiveness and funded status of the Company's compensation and qualified benefit plans from the Group Plans Administrative Committee.

 C. Plan Funding

1. Create, authorize, approve, amend and/or terminate any funding mechanisms or trusts for new or existing compensation and benefit plans, and add or delete investment alternatives to plans that provide such alternatives, provided however that the issuance of shares of Company stock for such purposes will require approval of the Board or the Executive Committee.

2. Designate or replace those persons identified in certain funding mechanisms as having the authority to amend (or approve amendments to) those mechanisms, subject to the terms of the relevant plan or other documents.

3. Monitor effectiveness and funded status of Equifax's U.S. Retirement and 401(k) Plans.

4. The Committee may delegate the powers and functions described under these subheadings "Plan Matters" and

"Plan Funding" to the Administrative Committee or to the respective Plan Administrators, or other appropriate committees or individuals, if such delegation is consistent with the Company's overall compensation policies, provided however, that the Committee may not delegate the power to: create, authorize, approve, amend and/or terminate any new or existing incentive compensation or equity-based plan in which Section 16 Officers or directors participate; or terminate, or substantially reduce or freeze benefits or future accruals under, any plan other than welfare benefit plans.

 D. Human Resources and Management Succession Matters

1. Review CEO and other management succession plans at least annually with the CEO, and ensure that they are reviewed with the Board at least annually, including succession of the CEO in the event of an emergency.

2. Advise and consult with management on other significant human resources matters, as appropriate. 

V. GENERAL PROVISIONS

1. The Committee may establish such subcommittees of its members as it deems appropriate to assist it in its duties, provided that it retains ultimate responsibility for such matters as prescribed by the NYSE Rules.

2. The Committee shall have the sole authority to retain, terminate and approve fees and other retention terms for outside consultants to assist in the evaluation of director, CEO and executive compensation.

3. The Committee shall conduct an annual performance self-evaluation to ensure that the Committee is fulfilling its responsibilities in a manner that effectively serves the interests of the shareholders of the Company.

EXECUTIVE COMMITTEE 

I. PURPOSE

The Executive Committee is authorized by the Bylaws of the Company to exercise all of the powers of the Board in managing the business and property of the Company during the intervals between meetings of the Board of Directors, subject to Board discretion or as limited by applicable laws.

II. COMPOSITION

The Board of Directors may elect from their members an Executive Committee. The Executive Committee shall consist of not less than three nor more than five members, the precise number to be fixed by resolution of the Board of Directors from time to time. A majority of the members of the Committee shall be non-management directors. Each member shall serve for one year and until his or her successor shall have been elected, unless that term is sooner terminated by the Board of Directors. The Board of Directors shall fill the vacancies in the Executive Committee by election.

III. MEETINGS

The Committee shall meet as frequently as circumstances dictate or at the discretion of the Chairman. The affirmative vote of a majority of all the members of the Committee shall be necessary to its adoption of any resolution. All action by the Committee shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision or alteration by the Board of Directors, provided that no rights or interests of third parties shall be negatively affected by any such revision or alteration.

IV. RESPONSIBILITIES AND DUTIES

The Committee shall possess and may exercise all the powers of the Board in the management of all the affairs of the Company, including but not limited to, the making of contracts, the purchase and sale of property, the execution of legal instruments and all other matters in which specific direction shall not have been given by the Board of Directors.

FINANCE COMMITTEE

 I. PURPOSE

The Finance Committee has overall responsibility for reviewing the financial goals and strategies of the Company, including strategic considerations in the allocation of corporate resources, and for oversight of the financial policy, plans, and programs of the Company.

II. MEMBERS

The Committee shall consist of three or more directors appointed annually by the Board of Directors, and may include the Chairman of the Board and Chief Executive Officer. The following skills are useful for the Committee members to have:

familiarity and experience with treasury policy, corporate finance and mergers and acquisitions.

III. MEETINGS

The Committee shall meet quarterly or at such other intervals as circumstances dictate as determined by the Committee Chairman. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee will report its activities and findings to the Board on a regular basis.

IV. RESPONSIBILITIES AND DUTIES

The specific duties and responsibilities of the Committee include:

1. Review strategic decisions and long-term business goals including acquisitions, joint ventures or dispositions of business and capital assets and the financing of such transactions.

2. Approve strategic investments greater than $20 million per transaction that are not already contemplated in the approved capital budget and recommend to the Board for approval transactions greater than $40 million, provided, that any transaction involving the issuance by the Company of shares of its capital stock or treasury shares shall require the prior approval of the Board.

3. Approve divestitures and property sales greater than $20 million per transaction and recommend to the Board for approval transactions greater than $40 million.

4. Review financial plans of the Company, including (a) annual budget, (b) corporate finance and capital structure,(c) equity and debt funding and (d) dividend policy.

5. Approve financial policies of the Company, including (a) corporate investment policy, (b) treasury policies and (c) derivatives policy.

6. Undertake from time to time such additional activities within the scope of the Committee's primary purposes as it may deem appropriate and/or as assigned by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

V. GENERAL PROVISIONS

1. The Committee may establish such subcommittees as it deems appropriate and may delegate to the Group Plans Administrative Committee the authority (consistent with any guidance) to change, substitute, add or eliminate funding agents for any funding mechanism or trust.

2. The Committee shall conduct an annual performance self-evaluation to ensure that the Committee is fulfilling its responsibilities, and report the results of such evaluation to the Governance Committee.

3. The Committee will review and reassess the adequacy of the Committee's Charter at least annually and report the results of such review to the Governance Committee.

GOVERNANCE COMMITTEE

 I. PURPOSE

The Governance Committee shall assist the Board with respect to (A) Board organization, membership, and function, (B)committee structure and membership, and (C) oversight of evaluation and compensation of the Board. The Committee shall exercise a leadership role in shaping the corporate governance of the Company and shall recommend to the Board, corporate governance principles applicable to the Company.

II. MEMBERSHIP

The membership of the Committee shall consist of independent directors. Each of these directors shall be independent in accordance with New York Stock Exchange ("NYSE Rules") and free from any material relationship (either directly or as a partner, shareholder or officer of an organization that has such a relationship with the Company) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a Committee member. Prior experience with governance issues is useful to membership on this Committee.

III. MEETINGS

The Committee shall meet at least quarterly, or at such other intervals as circumstances dictate as determined by the Chair of the Committee, or a majority of the committee members. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee will report its activities and findings to the Board on a regular basis.

The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members will constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or video conference and may take action by written consent.

IV. RESPONSIBILITIES AND DUTIES

The specific duties and responsibilities of the Committee shall include:

1. Evaluate the performance of the directors on a continuing basis individually and collectively, and management of the annual Board performance self-evaluation process.

2. Make recommendations to the Board regarding the composition and responsibilities of Board committees.

3. Annually review all Board committee charters to ensure they reflect a commitment to effective governance.

4. Recommend to the Board concerning improvements in the process of governance, and changes in the Company's corporate governance principles.

5. Recommend to the Board on matters of Board policies and practices, including policies on director service and tenure, and corporate governance, together with monitoring of the implementation of such policies and practices and ongoing education of the Board.

6. Recommend to the Board on or before the date of the first regular meeting of each year the Committee's slate of directors for submission to shareholders at the Company's annual meeting.

7. Develop and recommend to the Board criteria for the selection of qualified directors, including criteria for the evaluation of nominees submitted by the shareholders.

8. Make nominations and recommendations concerning new director candidates in view of pending additions, resignations or retirements, and orientation of new directors to the Company.

9. Review and approve compensation and benefits of the non-employee Directors as recommended from time to time by the Compensation, Human Resources & Management Succession Committee.

10. Review, with the advice of legal counsel, any questions regarding the independence of outside directors, and recommend to the Board such action as required by the NYSE Rules or other applicable regulatory standards.

V. GENERAL PROVISIONS

1. In the course of fulfilling its duties, the Committee shall have the authority to access Company resources, seek advice and assistance from outside consultants, legal counsel or other advisors and to retain these advisors on such terms as the Committee, in its sole discretion, shall determine to be fair and reasonable without necessity for Board approval.

2. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates; including sole authority to approve the search firm's fees and other retention terms.

3. The Committee may establish such subcommittees as it deems appropriate.

4. Performance of an annual self-evaluation to ensure that the Committee is fulfilling its responsibilities in a manner that effectively serves the interests of the shareholders of the Company.