Holiday Inn 2007 Annual Report Download - page 35

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THE BOARD, SENIOR
MANAGEMENT AND
THEIR RESPONSIBILITIES
Corporate governance 33
Nomination Committee
The Nomination Committee 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 proposed as good
practice and referred to in the Combined Code. The Committee
nominates, for approval by the Board, candidates for appointment
to the Board. The Committee generally engages external
consultants to advise on candidates for Board appointments and
did so in connection with the appointment of Ying Yeh. Candidate
profiles and objective selection criteria are prepared in advance
of any engagements. The Committee also has responsibility for
succession planning and assists in identifying and developing the
role of the Senior Independent Director. The Committee met seven
times during the year. Jennifer Laing and Jonathan Linen were
unable to attend one meeting each. Ralph Kugler was unable to
attend two meetings.
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.
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
represents the Group’s position in all material respects.
General Purposes Committee
The General Purposes Committee comprises any one Executive
Committee member together with a senior officer from an
agreed and restricted list of senior executives. It is always chaired
by an Executive Committee member. 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.
Election and 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 2008, three Directors fall into this
category. Therefore Andrew Cosslett, David Kappler and Ralph
Kugler will retire by rotation and offer themselves for re-election
at the Annual General Meeting on 30 May 2008.
In addition, Robert C Larson, in accordance with the provisions
of the Combined Code, is subject to annual retirement and
re-election, if he wishes to continue to serve as a Director.
Mr Larson has expressed his wish to continue to serve as a
Director until his planned retirement on 31 December 2008
and a resolution to propose his re-election will therefore be
put to the Annual General Meeting.
Ying Yeh, having been appointed as a Director since the last
Annual General Meeting, will also retire and stand for election
at the next 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. Information on Executive
Directors’ service contracts is set out on page 39. The
Non-Executive Chairman and the seven 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.
THE BOARD, SENIOR
MANAGEMENT AND
THEIR RESPONSIBILITIES