Holiday Inn 2009 Annual Report Download - page 43

Corporate governance 41
Board and Committee structure
To support the principles of good corporate governance, the Board
and Committee structure operates as set out below.
The Board
The Board’s current composition of the Non-Executive Chairman,
two Executive and six Non-Executive Directors meets the
requirement of the Combined Code for at least half the Board,
excluding the Chairman, to be independent Non-Executive
Directors. In the Board’s view, all of the current Non-Executive
Directors are independent.
The Board is responsible to the shareholders for the strategic
direction, development, performance and control of the Group.
It therefore approves strategic plans and capital and revenue
budgets. It reviews significant investment proposals and the
performance of past investments and maintains an overview
and control of the Group’s operating and financial performance.
It monitors the Group’s overall system of internal controls,
governance and compliance. The Board ensures that the necessary
financial and human resources are in place for the Group to meet
its objectives. The Board has established a schedule of matters
which are reserved for its attention and decision. These may be
found on the Company’s website at www.ihgplc.com/investors
under corporate governance/main board and executive committee.
The Board adopts objective criteria for the appointment of
Directors, and the roles of the Chairman and of the Chief Executive
have been defined in writing and approved by the Board.
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.
Directors of the Company during 2009 were:
Date of original
Position appointment1
David Webster Non-Executive Chairman 15.4.03
Andrew Cosslett Chief Executive 3.2.05
Richard Solomons Chief Financial Officer
and Head of Commercial
Development 10.2.03
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
Jonathan Linen Non-Executive Director 1.12.05
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.
Current Directors’ biographical details are set out on page 36 of this
Annual 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.
Graham Allan, as a Non-Executive Director appointed on 1 January
2010, has been invited to participate in such a programme.
Comprehensive induction programmes are also put in place for
any Executive Director who may join the Group. These induction
programmes accord with the best practice guidelines. 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 2009, eight Board meetings
were held. These were attended by all Directors with the exception
of Jonathan Linen who could not attend one meeting due to illness.
Despite being unable to attend, he was provided with all the papers
and information relevant to that meeting and was able to discuss
matters arising with the Chairman and the Chief Executive.
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 of interest, where appropriate. The Board
continues to have conflicts of interest as a standing agenda item
at each meeting and asked each of the Directors to identify any
conflicts or potential conflicts by returning a questionnaire to the
Company Secretary during 2009. The Board considered all the
responses to the questionnaire at a meeting of the full Board and
approved those potential conflicts it considered appropriate.
THE BOARD,
SENIOR MANAGEMENT AND
THEIR RESPONSIBILITIES