Holiday Inn 2008 Annual Report Download - page 39

THE BOARD, SENIOR MANAGEMENT AND THEIR RESPONSIBILITIES
Corporate governance 37
Chairman
David Webster was Non-Executive Chairman throughout the year.
He is also Non-Executive Chairman of Makinson Cowell Limited.
He is a member of the Appeals Committee of the Panel on
Takeovers and Mergers, and in 2008 was appointed a Director
of Temple Bar Investment Trust PLC.
The Chairman has responsibility for ensuring the efficient
operation of the Board and its Committees, for overseeing
corporate governance matters and ensuring they are addressed,
for representing the Group externally and communicating
particularly with shareholders. Working closely with the Chief
Executive and the Company Secretary, he also ensures that
Directors receive a full, formal and tailored induction to the Group
and its business and that all Directors are fully informed of relevant
matters. 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. He is a member of the Executive
Committee of the World Travel & Tourism Council and a member
of the President’s Committee of the CBI. Neither of these positions
is remunerated.
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 five 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.
Non-Executive Directors have the opportunity of continuing
professional development during the year and of gaining further
insight into the Group’s business. During 2008, visits to operating
premises (including hotels) 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. 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.
The Company Secretary acts as secretary to each of the main
Board Committees. George Turner became Company Secretary
on 1 January 2009.
Committees
Each Committee of the Board has written terms of reference
which are 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. During 2008, the other Committee
members were Sir David Prosser (until his retirement on
31 May 2008), Ralph Kugler and Jennifer Laing. The Committee is
scheduled to meet at least four times a year. The Committee met
five times in 2008. These meetings were attended by all Committee
members. The Audit Committee’s role is described on page 39.
Remuneration Committee
The Remuneration Committee, chaired by Sir David Prosser (until
his retirement on 31 May 2008), and thereafter by Ralph Kugler,
also comprises the following Non-Executive Directors: David
Kappler, Robert C Larson (until his retirement on 31 December
2008), Jonathan Linen and Ying Yeh. It meets at least three times
a year. Its role is described on page 40. The Committee met four
times during 2008. Robert C Larson and Ying Yeh were unable to
attend one meeting each.
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. 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 five
times during 2008. Robert C Larson and Ying Yeh were unable
to attend one meeting each.
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
business. 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.
Corporate Responsibility Committee
In December 2008 it was proposed to establish an additional
Committee of the Board, to advise on matters relating to the
important area of Corporate Responsibility. This new Committee
was established in February 2009.