Holiday Inn 2008 Annual Report Download - page 38

36 IHG Annual Report and Financial Statements 2008
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.
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 Solomons2Finance Director 10.2.03
Stevan Porter3President, 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 Larson4Non-Executive Director 15.4.03
Jonathan Linen Non-Executive Director 1.12.05
Sir David Prosser5Non-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 Solomons also served as interim President of the Americas region
from July to December 2008, following the illness and subsequent death
of Stevan Porter.
3 Stevan Porter relinquished his responsibilities in July 2008, due to illness.
He passed away on 7 August 2008.
4 Robert C Larson retired as a Director of the Company on 31 December 2008.
5 Sir David Prosser retired as a Director of the Company on 31 May 2008.
Current Directors’ biographical details are set out on page 30
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.
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.
Eight regular Board meetings are scheduled each year and further
meetings are held as needed. During 2008, nine Board meetings
were held. These were attended by all Directors with the exception
that Robert C Larson, Sir David Prosser and Ying Yeh could not
attend one meeting 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, particularly given the other corporate and
international responsibilities of the very experienced people
concerned, that, from time to time, 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.
The Company’s Articles of Association were amended with effect
from 1 October 2008 to allow the Directors to authorise conflicts
and potential conflicts, where appropriate, as now permitted
under the Companies Act 2006. Each of the Directors was asked
to identify any conflicts or potential conflicts by returning a
questionnaire to the Company Secretary. The Board considered
all the responses to this questionnaire at a meeting of the full
Board and has approved those potential conflicts it considered
appropriate. The Board will review formally the conflict
authorisations granted each year, but continues to have
conflicts of interest as a standing agenda item at each meeting.
Performance evaluations of the Board and the Directors were
undertaken for 2008. An independent third-party facilitator assists
in the performance evaluation in alternate years. The 2008
evaluation was conducted internally.
The 2008 Board evaluation, including that of the Chairman and
the Executive Directors, involved completion of questionnaires and
the Chairman having discussions with each Director individually.
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 and identified certain areas
where 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 business
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,
Remuneration and Nomination Committees were also evaluated.
These reviews concluded that each Committee was operating in
an effective manner.
Corporate governance continued