Holiday Inn 2006 Annual Report Download - page 29

Corporate governance
Eight regular Board meetings are scheduled each year and further
meetings are held as needed. The regular Board meetings were
held, as planned, during 2006. These were attended by all Directors
with the exception that Ralph Kugler and Sir Howard Stringer could
not attend one meeting each. Despite being unable to attend a
meeting, these Directors were provided with all the papers and
information relevant to that meeting and were able to discuss
matters arising with the Chairman and the Chief Executive.
It is unavoidable that, from time to time, particularly given the other
corporate and international responsibilities of the very experienced
people concerned, individual Non-Executive Directors may be
unable to attend a Board meeting. 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. A third party
facilitator assists in the performance evaluation in alternate years.
For 2006 the evaluation was conducted internally.
The 2006 evaluation, including that of the Chief Executive, involved
the Chairman holding one-to-one meetings with each Director
and the Company Secretary. A number of areas for assessment
had been identified by the Chairman in advance of these meetings,
and these were used as a framework for the discussions. The
effectiveness of changes made to the Board’s processes and
procedures following the evaluation for 2005 was one of the areas
discussed.
The Chairman reported to the Board and facilitated a discussion
of the findings. The Board concluded that it was operating in
an effective manner but identified some areas where further
improvements could be made. However, they noted that points
raised during the previous year had been satisfactorily addressed.
With regard to the performance of individual Directors, following
the evaluation process, the Chairman concluded that each Director
continues to make an effective contribution to the work of the
Board, is well prepared and informed concerning items to be
considered by the Board, has a good understanding of the Group’s
businesses and retains a strong commitment to the role.
During the year, the Non-Executive Directors met together without
the Chairman present, under the chairmanship of the Senior
Independent Director, to appraise the Chairman’s performance.
The outcome of this appraisal was positive.
The work and effectiveness during the year of the Audit,
Remuneration and Nomination Committees were also evaluated,
and the results were reported to the Board. The reviews concluded
that each Committee was operating in an effective manner.
The following were Directors of the Company during the year:
Position Date of original
appointment1
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 Stringer2Non-Executive Director 15.4.03
1 The capital reorganisation of the Group, effective on 27 June 2005, entailed
the insertion of a new parent company of the Group. All Directors serving at
that time signed new letters of appointment effective from that date. The
dates shown above represent the original dates of appointment of each of
the Directors to the Group’s parent company.
2 Sir Howard Stringer resigned as a Director of the Company on
10 November 2006.
Current Directors’ biographical details are set out on page 22
of this Report. These include their main external commitments.
On appointment, Non-Executive Directors participate 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.
Comprehensive induction programmes are also put in place for
any Executive Director who may join the Group. 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.
He is also Non-Executive Chairman of Makinson Cowell Limited.
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
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.
IHG The Board, senior management and their responsibilities 27