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OVERVIEW BUSINESS REVIEW
THE BOARD,
SENIOR MANAGEMENT AND
THEIR RESPONSIBILITIES
GROUP FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL STATEMENTS USEFUL INFORMATION
Remuneration report 49
Throughout the year, the Committee was assisted in its work
by PricewaterhouseCoopers LLP (PwC), as independent
consultants appointed by the Committee. PwC also support
management in developing and implementing remuneration
proposals. In addition, PwC provided additional services to IHG,
including advice on employer and employee tax compliance
processes for expatriate employees and on tax withholding
obligations in relation to employee share plans. The following
advisers were retained on behalf of the Company and provide
information to the Committee on relevant matters:
• Towers Watson provided advice on reward structures and levels
applicable in the markets relevant to the Group. Towers Watson
did not provide any other services to the Group during 2010; and
• Linklaters LLP and Freshfields Bruckhaus Deringer LLP
provided advice to the Committee and also other legal services to
the Group throughout 2010.
The terms of engagement for PwC and Towers Watson are available
from the Company Secretary’s office on request.
Meeting Agenda items discussed
5 August 2010 • Long Term Incentive Plan measures
review, including alternative approaches
to structure and targets
4 November 2010 • Long Term Incentive Plan measures
review for 2011
• UK Pensions Provision review
15 December 2010 • Long Term Incentive Plan measures
review
• Review of Chairman and Non-Executive
Director fees
• Terms of reference annual review
Committee meetings are also regularly attended by the following
individuals who provide advice to the Committee on remuneration
proposals:
David Webster (Chairman of the Board)
Andrew Cosslett (Chief Executive)
Tracy Robbins (Executive Vice President, Human Resources &
Group Operations Support)
Lori Gaytan (Senior Vice President, Global Compensation & Benefits)
None of the above is in attendance when his/her own remuneration
is being discussed.
The Committee’s remit is set out in its terms of reference which were
updated by the Board in December 2010. The Committee agrees, on
behalf of the Board, all aspects of the remuneration of the Executive
Directors and the Executive Committee members, and agrees the
strategy, direction and policy for the remuneration of other senior
executives who have a significant influence over the Company’s
ability to meet its strategic objectives.
Meeting Agenda items discussed
11 February 2010 • 2009 Annual Bonus Plan and 2007/2009
Long Term Incentive Plan results and
awards
• 2010 Annual Bonus Plan and 2010/2012
Long Term Incentive Plan designs
• Executive Committee performance
and salary review
• 2010 Executive Committee Key
Performance Objectives (KPOs)
• 2009 Remuneration Report
23 June 2010 • IHG Pension Plan arrangements
• Executive remuneration trends,
including a review of market practice
and latest developments
• Review of corporate governance
developments
• 2010 Board appointments of
James Abrahamson and Kirk Kinsell
1. The Remuneration Committee
The independent Non-Executive Directors who served on the Committee during the year were as follows:
Meetings attended Date of appointment
Role in 2010 to Committee
Ralph Kugler Chairman 5 out of 5 1 June 2008*
David Kappler Member 5 out of 5 21 June 2004
Jonathan Linen Member 4 out of 5† 1 December 2005
Ying Yeh Member 5 out of 5 1 December 2007
* Ralph Kugler was previously a member of the Remuneration Committee from 2003 to 2005.
† Unable to attend one meeting due to family bereavement.
The Committee meets several times a year to discuss matters relating to the operation of the remuneration policy and emerging market
practices. In 2010, the Committee met five times and discussed, amongst others, the following matters:
Introduction
This report sets out the remuneration policy for the Company’s Directors, describes its implementation, and sets out the amounts paid in
2010. It has been prepared by the Remuneration Committee and has been approved by the Board. It complies with the Companies Act 2006
and related regulations. This report will be put to shareholders for approval at the forthcoming Annual General Meeting.