Holiday Inn 2009 Annual Report Download - page 45

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Corporate governance 43
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 2009 the other Committee members were Ralph Kugler and Jennifer Laing. The Committee is scheduled to meet
at least three times a year. The Committee met five times in 2009: these meetings were attended by all Committee members. The Audit
Committee’s role is described on page 45.
Remuneration Committee
The Remuneration Committee, chaired by Ralph Kugler, also comprises the following Non-Executive Directors: David Kappler,
Jonathan Linen and Ying Yeh. It meets at least twice a year. The Committee met four times during 2009: these meetings were attended
by all Committee members. The Remuneration Committee’s role is described on page 47.
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 and did so in connection with the
appointment of Graham Allan. 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. It meets at least twice a year. The Committee met three times during 2009: these meetings were attended by the Chairman
and all the Non-Executive Directors.
Corporate Responsibility Committee
The Corporate Responsibility Committee, chaired by Jennifer Laing, was established in February 2009. The other Committee member is
Ralph Kugler. Meetings are regularly attended by other members of the Board and Executive Committee. The Committee is scheduled to
meet at least twice a year. The Committee met twice in 2009: these meetings were attended by both Committee members. The Corporate
Responsibility Committee’s role is described on page 26.
A summary of each Director’s attendance at the Board and its principal Committee meetings during 2009 is provided in the table below:
Corporate
Audit Remuneration Nomination Responsibility
Board Committee Committee Committee Committee
David Webster Chairman 8 n/a n/a 3 n/a
Andrew Cosslett Executive Director 8 n/a n/a n/a n/a
Richard Solomons Executive Director 8 n/a n/a n/a n/a
David Kappler Non-Executive Director 8 5 4 3 n/a
Ralph Kugler Non-Executive Director 8 5432
Jennifer Laing Non-Executive Director 8 5 n/a 3 2
Jonathan Linen Non-Executive Director 7 n/a 4 3 n/a
Ying Yeh Non-Executive Director 8 n/a 4 3 n/a
Total meetings held 85432
Executive Committee
The Executive Committee is chaired by the Chief Executive. It consists of the Executive Directors and the most senior executives from the
Group 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.
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 Chief Financial Officer 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.
THE BOARD,
SENIOR MANAGEMENT AND
THEIR RESPONSIBILITIES