Holiday Inn 2006 Annual Report Download - page 31

Corporate governance
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
The Company’s Articles 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. In 2007, only two Directors fall into this category.
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 Sir David
Prosser, Richard Solomons and David Webster will retire by rotation
and offer themselves for re-election at the Annual General Meeting
on 1 June 2007.
In addition, Robert C Larson, having attained the age of 70 and
also in accordance with the provisions of the Combined Code, is
now subject to annual retirement and re-election, if he wishes to
continue to serve as a Director. Special notice has been given to the
Company in connection with a resolution to propose his re-election
to 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 34. The
Non-Executive Chairman and the six 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.ihg.com/corporate
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 the Annual General Meeting to answer questions.
Information about the Group is maintained and available to
shareholders 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 all the Committees were reviewed
during the year and, in particular, the terms of reference of the
Audit, Remuneration and Disclosure Committees were reviewed
by the Board during 2006 to ensure that they continue to reflect
best practice. Main Committee terms of reference are available
on the Company’s website www.ihg.com/corporate 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
19 February 2007
IHG The Board, senior management and their responsibilities 29