Holiday Inn 2010 Annual Report Download - page 45

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OVERVIEW BUSINESS REVIEW
THE BOARD,
SENIOR MANAGEMENT AND
THEIR RESPONSIBILITIES
GROUP FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL STATEMENTS USEFUL INFORMATION
Corporate governance 43
Directors of the Company during 2010 were:
Date of original
Position appointment1
David Webster Non-Executive Chairman 15.4.03
Andrew Cosslett Chief Executive 3.2.05
James Abrahamson President, The Americas 1.8.10
Kirk Kinsell President, Europe,
Middle East and Africa 1.8.10
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
Graham Allan Non-Executive Director 1.1.10
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 38 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.
Comprehensive induction programmes are also put in place for any
Executive Director who may join the Group and tailored induction is
provided for newly appointed Executive Directors from within the
Group, focusing on their responsibilities as Board Directors. Such
programmes were implemented for James Abrahamson and
Kirk Kinsell on their appointments in August 2010. These induction
programmes accord with best practice guidelines.
The updating of all Directors’ skills and knowledge and
understanding of the Group’s operations is a progressive exercise.
This is accomplished at Board and strategy meetings, through
business presentations and visits to hotels and other premises in
the regions, and through contact with employees. Going forward,
it is intended that the Chairman will regularly review and agree
training and development needs with each Director.
Eight regular Board meetings are scheduled each year, including
a two-day meeting which considers the Group’s strategy. Further
meetings are held as needed. All Directors are briefed by means
of comprehensive papers in advance of and by presentations at
these meetings.
During 2010, eight Board meetings were held. These were attended
by all Directors. Should any Director be unable to attend a meeting,
he or she would be provided with all the papers and information
relevant to that meeting and be able to discuss matters arising with
the Chairman and the Chief Executive.
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,
four 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 Chairman was independent on his original
appointment to the Board. Collectively, the Board has an appropriate
balance of skills, experience, independence and knowledge to enable
it to discharge its duties and responsibilities effectively. The roles
of the Chairman and of the Chief Executive are separate and have
been defined in writing and approved by the Board.
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, risk
management, governance and compliance and considers
regulatory changes and developments in advance, to ensure that
IHG is well-positioned to maintain the Group’s trusted reputation in
these areas. The Board also ensures that the necessary financial
and human resources are in place for the Group to meet its objectives.
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. It is the
Nomination Committee’s responsibility to evaluate formally the
required skills, knowledge and experience of the Board, in a
structured way.
The schedule of matters which are reserved for the Board’s
attention and decision may be found on the Company’s website
at www.ihgplc.com/investors under corporate governance/main
board and executive committee.