Holiday Inn 2005 Annual Report Download - page 24

shareholders. He also ensures that Directors receive a full, formal
and tailored induction to the Group and its businesses and that all
Directors are fully informed of relevant matters, working closely
with the Chief Executive and the Company Secretary. The Chairman
also meets with the Non-Executive Directors, without Executive
Directors present.
CHIEF EXECUTIVE
Andrew Cosslett was appointed Chief Executive on 3 February 2005.
He has responsibility to recommend to the Board and to implement
the Group’s strategic objectives. He is responsible for the executive
management of the Group. Andrew Cosslett is Non-Executive
Chairman of Duchy Originals Foods Limited. He receives no
remuneration for this role. The Board is satisfied that this
additional commitment has no adverse impact on the successful
fulfilment of his duties to IHG.
SENIOR INDEPENDENT DIRECTOR
David Kappler is the Senior Independent Director. His responsibilities
include being available to liaise with shareholders who have issues
to raise.
NON-EXECUTIVE DIRECTORS
A team of experienced independent Non-Executive Directors
represents a strong source of advice and judgement. There are
seven such Directors, in addition to the Non-Executive Chairman,
each of whom has significant external commercial experience.
The Non-Executive Directors, including the Chairman, meet during
the year to consider the Group’s business and management.
Robert C Larson was first appointed to the Board of the Group’s
predecessor parent company, Bass PLC, in 1996. Mr Larson may
therefore be regarded as having served for over nine years as a
Director. The Combined Code requires such Directors to be subject
to rigorous performance review, and to be subject to election
annually. The formal performance evaluation referred to above has
confirmed Mr Larson’s ongoing valuable contribution and he is now
subject to annual election by shareholders. The transformed
structure of the Group, and of the parent company Board, since
1996 have also ensured that the length of Mr Larson’s service has
no bearing on his independence.
Sir David Prosser was, until his retirement on 31 December 2005,
Group Chief Executive of Legal & General Group Plc (L&G), a major
shareholder in the Company. In the Board’s view, Sir David Prosser
met the criteria for independence as set out in the Combined Code,
notwithstanding this role. The Combined Code requires that, for
independence, an individual should be independent in character and
judgement and free from any business or other relationship which
could materially interfere with the exercise of his/her independent
judgement. Sir David Prosser’s appointment as a Board member was
not linked in any way to L&G’s share interest in the Company and
he took no part in L&G’s decision-making on specific investments.
Non-Executive Directors have the opportunity of continuing
professional development during the year and of gaining further
insight into the Group’s business. During 2005, visits to operating
premises (including hotels across the brand portfolio) were
undertaken. In addition, the training requirements of the
Non-Executive Directors are kept under review.
COMPANY SECRETARY
All Directors have access to the advice and services of the Company
Secretary, Richard Winter. 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, the regular updating and refreshing of
their skills and knowledge, and he assists them in fulfilling their
duties and responsibilities. Through the Chairman, he is responsible
for advising the Board on corporate governance and generally for
keeping the Board up to date on all legal, regulatory and other
developments. He also has responsibility for developing the Group’s
position on Corporate Social Responsibility. The Company Secretary
acts as secretary to each of the main Board Committees.
COMMITTEES
Each Committee of the Board has written terms of reference which
have been approved by the Board.
Executive Committee This Committee is chaired by the
Chief Executive. 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,
until its flotation as an independent company in December 2005,
the Britvic business. It is authorised to approve capital and revenue
investment within levels agreed by the Board. It reviews and
recommends to the Board the most significant investment proposals.
Audit Committee The Audit Committee is chaired by David Kappler
who has significant recent and relevant financial experience and
is the Committee’s financial expert. During 2005, the other
Committee members were Sir David Prosser, Ralph Kugler and,
from 25 August 2005, Jennifer Laing. The Committee is scheduled
to meet at least four times a year. The Committee met five times
in the year. All Committee members attended every meeting. The
Audit Committee’s role is described on page 24.
Remuneration Committee The Remuneration Committee, chaired
by Sir David Prosser, also comprises the following Non-Executive
Directors: David Kappler, Robert C Larson, Jonathan Linen and
Sir Howard Stringer. It meets at least three times a year. Its role
is described on page 25. The Committee met six times during the
year. Jonathan Linen was unable to attend one meeting and
Sir Howard Stringer was unable to attend two meetings.
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. Its terms of reference reflect the
principal duties of a Nomination Committee proposed as good
practice and referred to in the Combined Code. The Committee is
responsible for nominating, for the approval of the Board, candidates
for appointment to the Board, and also for succession planning.
corporate governance
22 InterContinental Hotels Group 2005