Holiday Inn 2008 Annual Report Download - page 46

3 Policy on remuneration of Non-Executive Directors
Non-Executive Directors are paid a fee which is approved by the Board, having taken account of the fees paid in other companies of a
similar complexity. Higher fees are payable to the Senior Independent Director who chairs the Audit Committee and to the Chairman
of the Remuneration Committee, reflecting the additional responsibilities of these roles.
Non-Executive Directors’ fee levels were last established by the Board on 1 January 2007 and were scheduled to be reviewed in 2008.
However, as indicated on page 41, IHG has decided to maintain the 2007 and 2008 fee levels for 2009. Therefore, the following annual
fee rates remain unchanged:
Role Fee
Chairman £390,000
Senior Independent Director & Chairman of Audit Committee £95,000
Chairman of Remuneration Committee £80,000
Other Non-Executive Directors £60,000
From this point forward, the information provided in this report has been audited by Ernst & Young LLP.
Base Total emoluments excluding pensions
salaries Performance 1 Jan 2008 to 1 Jan 2007 to
and fees payments1Benefits231 Dec 2008 31 Dec 2007
4 Directors’ emoluments £000 £000 £000 £000 £000
Executive Directors
Andrew Cosslett 787 495 25 1,307 1,276
Stevan Porter3503 593 5 1,101 677
Richard Solomons4561 401 18 980 771
Non-Executive Directors
David Webster 390 – 2 392 392
David Kappler 95 – – 95 95
Ralph Kugler572––72 60
Jennifer Laing 60 – – 60 60
Robert C Larson 60 – – 60 60
Jonathan Linen 60 – – 60 60
Sir David Prosser633––33 80
Ying Yeh760––60 5
Former Directors8––111,124
Total 2,681 1,489 51 4,221 4,660
Stevan Porter, Executive Director and President of the Americas region, relinquished his responsibilities in July 2008, due to illness, and he
sadly passed away on 7 August 2008. Richard Solomons, Finance Director, took on the additional role of interim President, The Americas,
from July 2008 until the end of the calendar year, prior to the appointment of a permanent successor to this role in January 2009. The
consequences of these events for the remuneration of both Stevan Porter and Richard Solomons are set out in the footnotes below.
1 Performance payments comprise cash payments in respect of participation
in the ABP but exclude bonus payments in deferred shares, details of which
are set out in the ABP table on page 45.
2 Benefits incorporate all tax assessable benefits arising from the individual’s
employment. For Messrs Cosslett and Solomons, this relates in the main to
the provision of a fully expensed company car and private healthcare cover.
For Stevan Porter, benefits related in the main to private healthcare cover
and financial counselling.
3 Amounts reported for Stevan Porter reflect his contractual service during
the year and include amounts which were paid to his estate related to
accrued vacation, a pension allowance, health cover and a pro-rated
payment in respect of participation in the ABP through his contractual
service period reflective of financial and individual performance from
1 January to 30 June 2008.
4 In respect of his additional duties as interim President of the Americas
region, Richard Solomons received a salary supplement of £10,000 per
month and participated in a special cash bonus plan. The cash bonus plan
was linked to ensuring the successful ongoing performance of the Americas
region for 2008. The target bonus award was 115% of the six-month salary
supplement (£60,000), in line with our normal annual bonus plan structure.
The maximum bonus was 200% of the salary supplement. This element of
his bonus paid at 109% of target and is included in performance payments.
5 Ralph Kugler’s fee was increased, pro rata, from 1 June 2008 when he
became Chairman of the Remuneration Committee.
6 Sir David Prosser retired as a Director and Chairman of the Remuneration
Committee on 31 May 2008.
7 Ying Yeh was appointed as a Director on 1 December 2007.
8 Richard Hartman retired as a Director on 25 September 2007. His
emoluments include salary and benefits for 2007 and ABP payments made
in 2008, in respect of the 2007 financial year. Sir Ian Prosser retired as a
Director on 31 December 2003. However, he had an ongoing healthcare
benefit of £1,150 during the year.
44 IHG Annual Report and Financial Statements 2008
Remuneration report continued