Holiday Inn 2003 Annual Report Download - page 19

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and visits to the regions. At least one Board meeting a year
is held overseas.
Although no formal performance evaluation of the Board took
place during the period, it is intended that such a review of the
Board and of individual non-executive directors will take place
in early 2005 and that the process to be adopted will be
reported in next year’s Annual Report.
The following were directors of the Company during the period
since listing:
Date of
Position appointment
Sir Ian Prosser*+ Chairman 10.2.03
Richard North Chief Executive 10.2.03
Richard Solomons Finance Director 10.2.03
Richard Hartman Managing Director, 15.4.03
Europe, Middle East & Africa
Stevan Porter President, Americas 15.4.03
Ralph Kugler Non-executive director 15.4.03
Robert C Larson Non-executive director 15.4.03
David Prosser+Non-executive director 15.4.03
Sir Howard Stringer Non-executive director 15.4.03
David Webster‡Deputy Chairman and 15.4.03
senior independent director
* Retired on 31 December 2003.
+No family relationship between Sir Ian Prosser and David Prosser.
‡Appointed non-executive Chairman on 1 January 2004.
The following were directors of the Company prior to listing.
They received no remuneration in respect of their appointments.
Appointed Resigned
Hackwood Directors Limited 2.10.02 10.2.03
Hackwood Secretaries Limited 2.10.02 10.2.03
The following served as directors of Six Continents PLC during
the period, but resigned prior to the Separation: Roger Carr,
Tim Clarke, Sir Geoffrey Mulcahy, Thomas Oliver and Bryan
Sanderson.
Current directors’ biographical details are set out on page 20
of the Annual Review and Summary Financial Statement 2003.
All IHG PLC directors who were not previously employees or
directors of Six Continents PLC (Ralph Kugler, David Prosser
and David Webster) have participated in induction programmes
designed to meet their individual needs and intended to
introduce them to, and familiarise them with, the principal
activities of the Group. The updating of all directors’ skills
and knowledge is a progressive exercise.
All members of the Board will retire and offer themselves for
reappointment at the Annual General Meeting on 1 June 2004.
Details of the executive directors’ service contracts are set
out on page 22. The Chairman and the four independent
non-executive directors have letters of appointment.
CHAIRMAN
Sir Ian Prosser was Chairman throughout the period.
He relinquished his executive responsibilities in July 2003
but retained his external directorships of BP p.l.c. and
GlaxoSmithKline plc and his roles on the President’s Committee
of the CBI and on the World Travel and Tourism Council.
David Webster was appointed non-executive Chairman on
1 January 2004. This appointment was subject to his planned
retirement as a director and Chairman of Safeway plc, on
completion of the sale of that company to Wm Morrison
Supermarkets Plc. This condition was fulfilled on 8 March 2004.
The Chairman carries responsibility for ensuring the efficient
operation of the Board and its Committees, for seeing that
corporate governance matters are addressed, and for
representing the Company externally and communicating
particularly with shareholders. He also ensures that all
directors are fully informed of relevant matters, working
closely with the Chief Executive and the Company Secretary.
CHIEF EXECUTIVE
Richard North is the Chief Executive, with responsibility for
recommending to the Board and for implementing the Company’s
strategic objectives. He is responsible for the executive
management of the Group.
SENIOR INDEPENDENT DIRECTOR
David Webster was Deputy Chairman and senior independent
director of the Company following his appointment in April 2003.
Following David Webster’s appointment as Chairman, David
Prosser is now the Company’s senior independent director.
COMMITTEES
Executive Committee This Committee is chaired by the Chief
Executive, Richard North. It consists of the executive directors
and senior executives from the Group and the regions and
usually meets monthly. Its role is to consider and manage a
range of important strategic and business issues facing the
Group. It is responsible for monitoring the performance of the
regional Hotels businesses and the Britvic business and is
authorised to approve capital and revenue investment within
levels agreed by the Board.
Audit Committee The Audit Committee is chaired by David
Webster who has financial experience. He will relinquish
his role as Chairman of the Committee when a suitable
replacement independent non-executive director has been
identified. The Committee consists of all the non-executive
directors and is scheduled to meet at least four times a year.
The Committee has met four times since listing. The Committee
assists the Board in observing its responsibilities for ensuring
that the Group’s financial systems provide accurate and up to
date information on its financial position and that the Group’s
published financial statements represent a true and fair
reflection of this position.