Holiday Inn 2007 Annual Report Download - page 33

THE BOARD, SENIOR MANAGEMENT AND THEIR RESPONSIBILITIES
Corporate governance 31
The Board has responsibility for the planned and progressive
refreshing of the Board and its Committees. It establishes and
regularly reviews its policy in both of these areas and it is the
Nomination Committee’s responsibility to evaluate formally
the required skills, knowledge and experience of the Board,
in a structured way.
Eight regular Board meetings are scheduled each year and
further meetings are held as needed. During 2007, 11 Board
meetings were held. These were attended by all Directors with
the exception that Jennifer Laing and Sir David Prosser could not
attend one meeting each. Ralph Kugler and Jonathan Linen could
not attend two meetings each. Despite being unable to attend
meetings, these Directors were provided with all the papers and
information relevant to those meetings 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.
Formal performance evaluations of the Board and the Directors
were undertaken during 2007. An independent third-party
facilitator assists in the performance evaluation in alternate
years. The 2007 evaluation involved such external assistance.
The 2007 Board evaluation, including that of the Chairman and
the Executive Directors, involved completion of comprehensive
questionnaires and the Chairman having discussions with each
Director individually. A number of areas for assessment had been
identified in advance of these meetings, and these were used as
a framework for the discussions.
Feedback was provided to the Board through a formal report and
the findings were discussed. The Board concluded that it was
operating in an effective manner but identified certain areas to
which more emphasis might be given.
With regard to the performance of individual Directors, as part
of the evaluation process, the Chairman held meetings with each
Director and it was concluded that they continue to make an
effective contribution to the work of the Board. All Directors are
well prepared and informed concerning items to be considered by
the Board, have a good understanding of the Group’s businesses
and retain a strong commitment to their roles.
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
Committee were also evaluated, and the results were reported to
the Board. The performance of the Remuneration and Nomination
Committees was also considered. These reviews concluded that
each Committee was operating in an effective manner.
The following were Directors of the Company during the year:
Date of original
Position appointment1
David Webster Non-Executive Chairman 15.4.03
Andrew Cosslett Chief Executive 3.2.05
Richard Solomons Finance Director 10.2.03
Richard Hartman2President, 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
Ying Yeh Non-Executive Director 1.12.07
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 Richard Hartman retired as a Director of the Company on
25 September 2007.
Current Directors’ biographical details are set out on page 26
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.
Ying Yeh, as a Non-Executive Director appointed during the year,
has been invited and intends to participate in such a programme.
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.
THE BOARD, SENIOR MANAGEMENT AND THEIR RESPONSIBILITIES