Holiday Inn 2007 Annual Report Download - page 34

32 IHG Annual Report and Financial Statements 2007
Corporate governance continued
Chairman
David Webster was Non-Executive Chairman throughout the year.
He is also Non-Executive Chairman of Makinson Cowell Limited.
During 2007 he became a member of the Appeals Committee of
the Panel on Takeovers and Mergers.
The Chairman has 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.
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 seven 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. He 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 valuable contribution during
2007 and he is seeking re-election by shareholders at the 2008
Annual General Meeting. The transformed structure of the
Group, and of the parent company Board, since 1996, have
ensured that the length of Mr Larson’s service has no bearing
on his independence. Mr Larson will be retiring from the Board
on 31 December 2008.
Non-Executive Directors have the opportunity of continuing
professional development during the year and of gaining further
insight into the Group’s business. During 2007, 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 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.
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 2007, 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 six times in the year.
These meetings were attended by all Committee members,
with the exception that Jennifer Laing and Ralph Kugler could
not attend one meeting each. The Audit Committee’s role is
described on page 35.
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, from 1 December 2007,
Ying Yeh. It meets at least three times a year. Its role is described
on page 36. The Committee met six times during the year.
All Directors who were Committee members throughout the year
attended all these meetings. Ying Yeh attended the meeting held
in December 2007 following her appointment.