Holiday Inn 2003 Annual Report Download - page 20

18 InterContinental Hotels Group 2003
CORPORATE GOVERNANCE
It also assists the Board in ensuring that appropriate accounting
policies, internal controls and compliance procedures are in
place. The external auditor attends its meetings as does the
Head of Internal Audit, who has direct access to the Chairman
of the Committee.
To ensure that the independence and objectivity of the
external auditor is not compromised, the Audit Committee
has introduced a policy whereby all proposals for the provision
of non-audit services by the external auditor must be
pre-approved by the Audit Committee or its delegated member.
At all times, the overriding consideration is to ensure that the
provision of non-audit services does not impact the external
auditor’s independence and objectivity.
Disclosure Committee The Disclosure Committee, chaired
by the Group’s Financial Controller, and comprising the
Company Secretary and other senior executives, reports to
the Chief Executive and the Finance Director, and to the Audit
Committee. Its duties include ensuring that information required
to be disclosed in reports pursuant to UK and US accounting,
statutory or listing requirements, fairly represent the Group’s
position in all material respects.
Remuneration Committee The Remuneration Committee,
chaired by David Prosser, consists of all the non-executive
directors and meets at least three times a year. Its role is
described on page 19. The Committee has met four times
since listing.
Nomination Committee The Nomination Committee’s quorum
comprises any three non-executive directors although, where
possible, all non-executive directors are present. It is chaired
by the Chairman of the Company and is responsible for
nominating, for the approval of the Board, candidates for
appointment to the Board. The Committee generally engages
external consultants to advise on candidates for Board
appointments, and did so in connection with the appointments of
Messrs Kugler, Prosser and Webster. The Committee also assists
the Board in identifying and developing the role of the senior
independent director. The Committee has met formally once
since listing.
The selection and appointment of David Webster as the new
Chairman of the Company was carefully considered by both
the Nomination Committee and the Board. Consideration was
also given to other possible suitable persons. The decision to
appoint David Webster was unanimous.
General Purposes Committee The General Purposes
Committee comprises any two executive directors or any one
executive director together with a senior officer from an agreed
and restricted list of senior executives. It is always chaired by
a director. It attends to business of a routine nature and to the
administration of matters, the principles of which have been
agreed previously by the Board or an appropriate Committee.
NON-EXECUTIVE DIRECTORS
The Company has a team of experienced independent
non-executive directors who represent a strong source
of advice and judgement. There are four such directors,
excluding the current non-executive Chairman, each of
whom has significant external commercial experience.
The Board’s current composition meets the requirement of
the revised Code for at least half the Board, excluding the
Chairman, to be independent non-executive directors. In the
Board’s view, all of the current non-executive directors satisfy
the tests set out in the Code for independence.
RE-ELECTION OF DIRECTORS
The Company ensures that directors submit themselves
for re-election at least every three years.
INDEPENDENT ADVICE
There is an agreed procedure by which members of the Board
may take independent professional advice in the furtherance
of their duties.
COMPANY SECRETARY
All directors have access to the advice and services of the
Company Secretary. His responsibilities include ensuring good
information flows to the Board and its Committees and between
senior management and the non-executive directors. He
facilitates the induction of directors, assisting them in fulfilling
their duties and responsibilities and, through the Chairman, he
is responsible for advising the Board on corporate governance.
SHAREHOLDER RELATIONS
The Company has a programme of meetings with its major
institutional shareholders, which provides an opportunity to
discuss, on the back of publicly available information, the
progress of the business. The Chairman, the senior independent
director and other non-executive directors are available to meet
with major shareholders to understand their issues and concerns
and to discuss governance and strategy. Additionally, the
Annual General Meeting provides a useful interface with private
shareholders, many of whom are also customers. The Chairmen
of the Audit, Remuneration and Nomination Committees are
available at those meetings to answer questions. The availability
to shareholders of information about the Group is maintained
through the website: www.ihgplc.com
FURTHER INFORMATION
The terms of reference of the Audit, Disclosure, Remuneration
and Nomination Committees, and of the Company’s remuneration
consultants, are available from the Company Secretary’s office
on request. The terms and conditions of appointment of
non-executive directors are also available on request.