Holiday Inn 2005 Annual Report Download - page 25

The Committee generally engages external consultants to advise
on candidates for Board appointments, and did so in connection
with the appointments of Jennifer Laing and Jonathan Linen.
Candidate profiles and objective selection criteria were prepared
in advance of these engagements. The Committee also assists the
Board in identifying and developing the role of the Senior
Independent Director. The Committee met twice during the year.
Sir Howard Stringer was unable to attend these meetings.
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.
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.
RE-ELECTION OF DIRECTORS
Jennifer Laing and Jonathan Linen, having been appointed as
Directors since the last Annual General Meeting, will retire and
stand for election at the Annual General Meeting on 1 June 2006.
In addition, Robert C Larson, having attained the age of 70, is now
subject to annual retirement and re-election, if he wishes to
continue to serve as a Director. Special notice has been duly given
to the Company in connection with a resolution to propose his
re-election to the Annual General Meeting.
The Association of British Insurers no longer recommends the
annual retirement by rotation of a proportion of the Board of
Directors, and the Company’s Articles now provide that only those
Directors who have not been subject to election by shareholders
within the last three years, need retire and stand for re-election at
the next Annual General Meeting. Therefore, no additional
Directors are required to retire and stand for re-election at the
Annual General Meeting in 2006.
However, in the spirit of good governance the Board has decided
that shareholders should have the opportunity to vote on the
appointment of one-third of the full Board, and therefore that
an additional Director should voluntarily put himself forward
for re-election in 2006. Stevan Porter will therefore retire and
stand for re-election at the Annual General Meeting.
The Notice of Annual General Meeting, sent to shareholders with this
Report, provides further information about the Directors standing
for election and re-election. Details of the Executive Directors’
service contracts are set out on page 28. The Non-Executive
Chairman and the seven independent Non-Executive Directors
have letters of appointment.
INDEPENDENT ADVICE
There is an agreed procedure by which members of the Board may
take independent professional advice in the furtherance of their
duties and they have access to the advice and services of the
Company Secretary.
THIRD-PARTY INDEMNITIES
The Group has provided to all of its Directors, limited indemnities
in respect of costs of defending claims against them, and
third-party liabilities. These are all qualifying third-party indemnity
provisions for the purposes of the Companies Act 1985 and are all
currently in force.
SHAREHOLDER RELATIONS
The Group reports formally to shareholders twice a year when its
half-year and full-year results are announced. The Chief Executive
and the Finance Director give presentations on these results to
institutional investors, analysts and the media. Telephone dial-in
facilities and live audio webcasts enable access to these
presentations for all shareholders. In addition, there are telephone
conferences after the release of the first and third quarter results.
The data used in these presentations and conferences is placed on
the website www.ihgplc.com
IHG also has a programme of meetings throughout the year with its
major institutional shareholders, which provides an opportunity to
discuss, using publicly available information, the progress of the
business, its performance, plans and objectives. 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. Any
new Director is available for meetings with major shareholders as
a matter of course.
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.
A formal external review of shareholder opinion is presented to the
Board on an annual basis and both the Executive Committee and the
Board receive regular updates on shareholder relations activities.
FURTHER INFORMATION
The terms of reference of the Audit, Remuneration, Executive,
Nomination and Disclosure Committees are available on the
Company’s website www.ihgplc.com or from the Company Secretary’s
office on request. The terms and conditions of appointment of
Non-Executive Directors are also available on request.
Richard Winter
Company Secretary
1 March 2006
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