Holiday Inn 2005 Annual Report Download - page 23

Seven regular Board meetings are scheduled each year and further
meetings are held as needed. The regular Board meetings were
held, as planned, during 2005. These were attended by all Directors
with the exception that Sir David Prosser, Robert C Larson and
Jonathan Linen could not attend one meeting each. Sir Howard
Stringer was unable to attend three meetings. Despite being unable
to attend meetings, these Directors were provided with all the
papers and information relating to each meeting and were able to
discuss matters arising with the Chairman and the Chief Executive.
In addition to the regular meetings, one Board meeting was held
at relatively short notice following completion of the capital
reorganisation of the Group to deal with a number of formal and
technical matters arising from the reorganisation. All Directors
were provided with background information for this meeting, but
only David Webster, Andrew Cosslett and Richard Solomons were
required to attend.
There have therefore been occasions when individual Non-Executive
Directors have been unable to attend a Board meeting. This is
unavoidable from time to time, particularly given the other
corporate and international responsibilities of the very experienced
individuals concerned. They also spend significant time outside
these formal meetings on Group business, reviewing proposals
and projects, and generally overseeing Group affairs. Any such
non-attendance is occasional and the Board is satisfied that all
Directors remain committed to their roles and responsibilities.
All Directors are briefed by means of comprehensive papers in
advance of Board meetings and by presentations at meetings.
Their understanding of the Group’s operations is enhanced by
regular business presentations outside Board meetings and visits
to the regions. At least two Board meetings a year are held overseas.
A formal performance evaluation of the Board, its Committees
and Directors was undertaken shortly after the year end. The
evaluation was conducted in accordance with the suggestions for
good practice contained in the Higgs Report, with the assistance
of a third-party facilitator, having regard to the potential for
performance improvement. The Chairman’s performance was also
reviewed in consultation with the other Non-Executive Directors.
Evaluation of the Board as a whole was conducted by the facilitator
in consultation with all the Directors. Board Committees were
evaluated by the facilitator in consultation with the Chairman
and members of each Committee.
Feedback was provided to the Board through a formal report.
The evaluation concluded that the range of experience and skills
of the current Directors provides a sound basis for an effective and
unified Board. Also, all the main Committees are ably led by their
respective Chairmen and all have addressed the issues and
business matters requiring their attention and decisions during the
year, diligently and robustly. The conclusion was that all individual
Directors continue to perform effectively. Attention will be given to
any matters arising from the evaluation process. It is intended that
a comprehensive evaluation will take place annually.
The following were Directors of the Company during the year:
Position Date of original
appointment
David Webster Non-Executive Chairman 15.4.03
Andrew Cosslett Chief Executive 3.2.05
Richard Solomons Finance Director 10.2.03
Richard Hartman President, Europe, Middle East
and Africa 15.4.03
Stevan Porter President, The Americas 15.4.03
David Kappler Non-Executive Director and
Senior Independent Director 21.6.04
Ralph Kugler Non-Executive Director 15.4.03
Jennifer Laing Non-Executive Director 25.8.05
Robert C Larson Non-Executive Director 15.4.03
Jonathan Linen Non-Executive Director 1.12.05
Sir David Prosser Non-Executive Director 15.4.03
Sir Howard Stringer Non-Executive Director 15.4.03
Note: the capital reorganisation of the Group in June 2005 entailed the insertion of
a new parent company of the Group. The dates shown above represent the original
dates of appointment of each of the Directors to the Group’s parent company.
Directors’ biographical details are set out on pages 28 and 29
of the Annual Review and Summary Financial Statement 2005.
These include their main external commitments.
The Non-Executive Directors who were appointed during the
year, Jennifer Laing and Jonathan Linen, are participating in
induction programmes designed to meet their individual needs
and to introduce them to, and familiarise them with, the principal
activities of the Group and with central and regional management.
A comprehensive induction programme was also designed for
Andrew Cosslett, Chief Executive, who joined the Group in
February 2005. These induction programmes accord with the
guidelines referred to in the Combined Code. The updating of
all Directors’ skills and knowledge is a progressive exercise.
This is accomplished at Board and strategy meetings, through
presentations and visits to hotels and other business premises,
and through contact with employees at all levels.
CHAIRMAN
David Webster was Non-Executive Chairman throughout the year.
At the start of the year he was also fulfilling the role of interim
Chief Executive pending the appointment of Andrew Cosslett as
Chief Executive on 3 February 2005, following which David Webster
stood down as interim Chief Executive. Therefore, for a short period
in 2005, the roles of Chairman and Chief Executive were not fulfilled
by separate individuals, as required by the Combined Code. David
Webster is Non-Executive Chairman of Makinson Cowell Limited.
The Board is satisfied that this additional commitment has no adverse
impact on the successful fulfilment of his duties to IHG.
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 Group externally and communicating particularly with
InterContinental Hotels Group 2005 21