Holiday Inn 2010 Annual Report Download - page 47

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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 45
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 2010 the other Committee members were Graham Allan, Ralph Kugler and Jennifer Laing. The Committee is
scheduled to meet at least four times a year. The Committee met five times in 2010. The Audit Committee’s role is described on page 47.
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 four times a year. The Committee met five times during 2010. The Remuneration Committee’s role is
described on page 49.
Nomination Committee
The Nomination Committee comprises the Chairman of the Board and all the Non-Executive Directors. It is chaired by the Chairman of
the Board except when matters relating to this position are to be discussed, in which case it is chaired by an independent Non-Executive
Director. It meets at least twice a year and additional meetings are held as necessary. The Committee met eight times during 2010.
The Committee leads the process for Board appointments and nominates candidates for approval by the Board. The balance of skills,
experience, independence and knowledge of Board members is evaluated in order to define the requirements for a particular appointment.
The Committee generally engages external consultants to advise on candidates for Board appointments and appointments are made on merit,
against objective criteria, including ability to commit time, and with due regard for the benefits of diversity, including gender. The Committee
also has responsibility for succession planning and assists in identifying and developing the role of the Senior Independent Director.
During 2010 the Committee discussed succession planning for both the Executive Committee and the Board, considered and
recommended new Executive Director appointments, which have now been implemented, and considered the appointment of an
additional Non-Executive Director.
Corporate Responsibility Committee
The Corporate Responsibility Committee, chaired by Jennifer Laing, was established in February 2009. The other Committee member
during 2010 was Ralph Kugler. Graham Allan joined the Committee in January 2011. Meetings are regularly attended by other members of
the Board and Executive Committee. The Committee is scheduled to meet at least twice a year and met three times in 2010. The Corporate
Responsibility Committee’s role is described on page 28.
A summary of each Director’s attendance at the Board and its principal Committee meetings during 2010 is provided in the table below:
Corporate
Audit Remuneration Nomination Responsibility
Board Committee Committee Committee Committee
David Webster Chairman 8 n/a n/a 8 n/a
Andrew Cosslett Executive Director 8 n/a n/a n/a n/a
James Abrahamson Executive Director 4* n/a n/a n/a n/a
Kirk Kinsell Executive Director 4* n/a n/a n/a n/a
Richard Solomons Executive Director 8 n/a n/a n/a n/a
Graham Allan Non-Executive Director 8 5 n/a 8 n/a
David Kappler Non-Executive Director 8 5 5 8 n/a
Ralph Kugler Non-Executive Director 8 5 5 7† 2†
Jennifer Laing Non-Executive Director 8 5 n/a 8 3
Jonathan Linen Non-Executive Director 8 n/a 4‡ 8 n/a
Ying Yeh Non-Executive Director 8 n/a 5 8 n/a
Total meetings held 8 5 5 8 3
* Appointed a Director on 1 August 2010: attended all Board meetings from this date onwards.
† Unable to attend one meeting due to overseas travel commitment.
‡ Unable to attend one meeting due to family bereavement.
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.