Holiday Inn 2012 Annual Report Download - page 51

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OVERVIEW BUSINESS REVIEW GOVERNANCE
GROUP FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL STATEMENTS OTHER INFORMATION
Executive Committee and Corporate governance 49
Chairman’s overview
Since becoming Chairman at the beginning of January, I have sought
to understand and assess the effectiveness of governance at IHG.
I have considered the following areas in particular:
• the Board’s ability to (i) achieve its objectives and effectively
monitor progress against our strategy and (ii) to deliver strong
performance and create long-term shareholder value;
• the effectiveness of internal controls and risk management;
• the composition of the Board, including the balance of skills and
experience, its size and effectiveness; and
• the Board’s calendar of meetings, the meeting agendas and the
quality and level of information received by Directors and the
Board’s management of time.
I have sought the views of shareholders, the Directors and senior
management and I have also reviewed current and previous
evaluations of the Board’s performance and investor reports.
IHG is committed to conducting its business with high standards
of corporate governance and believes that good governance, with
robust practices and processes, is a fundamental part of being
a Responsible Business.
We have seen a couple of Board changes during 2012, with the
retirement of David Webster as Non-Executive Chairman on
31 December 2012 and the retirement of Graham Allan as a
Non-Executive Director on 15 June 2012. Dale Morrison was
appointed to the Corporate Responsibility Committee, in addition
to his membership of the Audit and Nomination Committees, in
November 2012. The progressive refreshing of the Board ensures
that we have appropriate continuation and a multi-skilled and
diverse Board.
Our dual listed status requires that the Corporate Governance Report
give details on our compliance against the UK Corporate Governance
Code (the Code) and also the New York Stock Exchange (NYSE) rules,
US securities laws and the rules of the Securities and Exchange
Commission (SEC). As required by the SEC, a statement outlining the
differences between the Company’s corporate governance practices
and those followed by US companies may be found on the Company’s
website at www.ihgplc.com/investors under corporate governance/
NYSE differences.
I am pleased to report in this section of the Annual Report on our
compliance against the principles and provisions of the Code,
available at www.frc.org.uk, and I can confirm that during 2012 we
complied with all aspects of the Code.
Patrick Cescau
Chairman
18 February 2013
Leadership
Board and Committee structure
The Board and Committee structure are pivotal in maintaining
compliance with best practice. IHG has a number of Board
and management committees which provide a sound
governance framework.
The Board
Board composition
The Board’s current composition of a Non-Executive Chairman, four
Executive and six Non-Executive Directors meets the requirement
of the 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 appointment to the Board.
Current Directors’ biographical details, including their main external
commitments, are set out on pages 46 and 47.
Non-Executive/Executive Director split
■ Chairman 9% (1)
■ Non-Executive Directors 55% (6)
■ Executive Directors 36% (4)
Board balance of skills
Collectively, the Board has an appropriate balance of skills,
experience, independence, knowledge and diversity to enable it
to discharge its duties and responsibilities effectively.
Board experience and skills
11 directors
9 directors
5 directors
2 directors
9 directors
Branded
industry Consumer InternationalFinance
Marketing
& Sales
Board meetings
Eight regular Board meetings are scheduled each year and additional
meetings are held as necessary. This includes a two-day strategy
meeting held in one of the Group’s key markets, in which the Board
considers the Group’s strategy and related issues. This provides an
opportunity for the business to have a wide-ranging dialogue with the
Board and for the Board to meet many of our senior management
and understand key geographical markets.
Governance
Corporate governance