Holiday Inn 2009 Annual Report Download - page 46

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44 IHG Annual Report and Financial Statements 2009
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.
Graham Allan, having been appointed as a Director since the last
Annual General Meeting, will retire and stand for election at the
Annual General Meeting on 28 May 2010.
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 2010, two Directors fall into this
category. Therefore, Ralph Kugler and David Webster will retire
by rotation and offer themselves for re-election at the Annual
General Meeting.
The Notice of Annual General Meeting, sent to shareholders at
the same time as this Report, provides further information about
the Directors standing for election and re-election. Information on
Executive Directors’ service contracts is set out on page 53. The
Non-Executive Chairman and the six 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 Chief Financial Officer 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.ihgplc.com/investors under financial library.
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. Information about the Group is maintained and
available to shareholders through the Company’s 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.
Information on share capital and substantial shareholdings in the
Company is set out on page 38 of the Directors’ Report.
Further information
The terms of reference of all of 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.ihgplc.com/investors under corporate governance/committees
or from the Company Secretary’s office on request.
The Articles of Association of the Company are available
on the Company’s website www.ihgplc.com/investors under
corporate governance.
George Turner
Company Secretary
15 February 2010
Corporate governance continued