Holiday Inn 2008 Annual Report Download - page 40

38 IHG Annual Report and Financial Statements 2008
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, 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.
Appointment, removal and re-election
of Directors
The rules governing the appointment and removal of Directors
are set out in the Company’s Articles of Association. New
Directors are subject to election by shareholders at the next
Annual General Meeting following appointment, and the office
of a Director shall be vacated in the circumstances defined in
Article 90 of the Articles of Association, eg prohibition by law,
bankruptcy, absence without leave.
The Company’s Articles of Association provide that those Directors
who have not been subject to election by shareholders within the
last three years, must retire and stand for re-election at the next
Annual General Meeting. In 2009, two Directors fall into this
category. Therefore, Jennifer Laing and Jonathan Linen will retire
by rotation and offer themselves for re-election at the Annual
General Meeting on 29 May 2009. Additionally, solely for the
purposes of good governance, Richard Solomons will also retire
at the Annual General Meeting and offer himself for re-election.
The Notice of Annual General Meeting, sent to shareholders
with this Report, provides further information about the Directors
standing for re-election. Information on Executive Directors’
service contracts is set out on page 43. The Non-Executive
Chairman and the five 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.
Shareholder relations
The Group reports formally to shareholders twice a year when its
half-year and full-year results are announced. The Chief Executive
and the Finance Director give presentations on these results
to institutional investors, analysts and the media. Telephone
dial-in facilities and live audio webcasts enable access to these
presentations for all shareholders. In addition, there are telephone
conferences after the release of the first and third quarter results.
The data used in these presentations and conferences may be
found at www.ihg.com/investors under financial library/presentations.
IHG also has a programme of meetings throughout the year with
its major institutional shareholders, which provides an opportunity
to discuss, using publicly available information, the progress of the
business, its performance, plans and objectives. The Chairman,
the Senior Independent Director and other Non-Executive Directors
are available to meet with major shareholders to understand their
issues and concerns and to discuss governance and strategy. Any
new Director is available for meetings with major shareholders as
a matter of course.
Additionally, the Annual General Meeting provides a useful
interface with private shareholders, many of whom are also
customers. The Chairmen of the Audit, Remuneration and
Nomination Committees are available at the Annual General
Meeting to answer questions. Information about the Group is
maintained and available to shareholders through the website.
A formal external review of shareholder opinion is presented to the
Board on an annual basis and both the Executive Committee and the
Board receive regular updates on shareholder relations activities.
Further information
The terms of reference of all the Committees of the Board
were reviewed during the year. It was confirmed that all terms
of reference continue to reflect best practice. A number of minor
amendments were made to update the terms of reference of the
Remuneration Committee. Principal Committees’ terms of
reference are available on the Company’s website
www.ihg.com/investors under corporate governance/committees
or from the Company Secretary’s office on request.
The Memorandum and Articles of Association of the Company are
available on the Company’s website www.ihg.com/investors under
corporate governance. The terms and conditions of appointment
of Non-Executive Directors are available on request.
George Turner
Company Secretary
16 February 2009
Corporate governance continued