Holiday Inn 2006 Annual Report Download - page 30

Chief Executive
Andrew Cosslett was Chief Executive throughout the year. 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 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 was Senior Independent Director throughout the
year. His responsibilities include being available to liaise with
shareholders who have issues to raise and leading the performance
evaluation of the Chairman.
Non-Executive Directors
A team of experienced independent Non-Executive Directors
represents a strong source of advice and judgement. There are
currently six 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.
Non-Executive Directors have the opportunity of continuing
professional development during the year and of gaining further
insight into the Group’s business. During 2006, 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 and which are subject to review
every year.
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. 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. Throughout 2006, the other
Committee members were Sir David Prosser, Ralph Kugler and
Jennifer Laing. The Committee is scheduled to meet at least four
times a year. The Committee met five times in the year. These
meetings were attended by all Committee members, with the
exception that Ralph Kugler could not attend one meeting. The
Audit Committee’s role is described on page 30.
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,
until 10 November 2006, Sir Howard Stringer. It meets at least
three times a year. Its role is described on page 31. The Committee
met four times during the year. 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. The Committee generally engages external consultants
to advise on candidates for Board appointments. Candidate profiles
and objective selection criteria are prepared in advance of any
engagements. The Committee also assists the Board in identifying
and developing the role of the Senior Independent Director. The
Committee formally met once during the year. Sir David Prosser
and Sir Howard Stringer were unable to attend this meeting.
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.
Corporate governance
28 IHG Annual report and financial statements 2006