Holiday Inn 2012 Annual Report Download - page 52

Board nationalities
■ French 9% (1)
■ Chinese 9% (1)
■ American 27% (3)
■ British 55% (6)
Independent advice
All Directors have access to the advice and services of the Company
Secretary, the Company’s external legal advisers and the external
auditors, who are currently Ernst & Young LLP. There is an agreed
process by which Directors may seek independent professional
advice at the Company’s expense in the furtherance of their duties.
Conflicts of interest
The Board reviews potential conflicts of interest as a standing
agenda item at each Board meeting. At the December 2012 Board
meeting, each of the Directors were requested to disclose any
conflicts or potential conflicts by returning a questionnaire to the
Company Secretary. The Board considered all the responses to the
questionnaires and approved potential conflicts of interest as it
deemed appropriate. Directors have continuing obligations to update
the Board on any changes to these conflicts. Under the Articles of
Association the Board is authorised to approve Director conflicts
of interest.
Directors and officers liability (D&O) insurance
The Company maintains D&O insurance which covers Directors and
officers of the Company against defending civil proceedings brought
against them in their capacity as a Director or officer of the Company.
There were no indemnity provisions relating to the UK pension plan
for the benefit of the Directors during 2012.
Effectiveness
The Board believes that in order to be most effective there must be
a mix of skills and experience, background and length of service on
the Board. The current Non-Executive Directors’ lengths of tenure as
at 1 January 2013 are illustrated below:
Length of Non-Executive Director tenure
3 directors
1 director
3 directors
4-6 years7-9 years
0-3 years
The structure, size and composition of the Board and succession
planning is continuously monitored by the Chairman and the
Nomination Committee. Further details can be found on page 58.
The Chairman, in conjunction with the Company Secretary, plans the
agenda for each Board meeting. Directors are briefed on the Group’s
financial performance and its operations, including commercial and
operational matters, relations with investors and updates on key
strategic plans, by means of comprehensive papers in advance of,
and by presentations at, Board meetings. The Board also receives
more in-depth presentations on a wide range of business issues in
a more informal context the evening before formal Board meetings.
Evening presentation topics during 2012 included updates from
the Global Operations Council, an economist presentation and
developments in our communications strategy.
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.
Below is a chart illustrating the approximate time the Board has spent
discussing key topics at scheduled Board meetings during the year:
Board allocation of time
■ Strategy 35%
■ Operations 30%
■ Finance and Risk 22%
■ Governance 13%
Board annual strategy meeting
During 2012, the Board held a two-day strategy meeting in Delhi,
India which enabled the Board to gain a greater understanding of
growth potential in India. The discussion topics included major trends
in the industry, key responses and actions planned by IHG, new
business development opportunities, execution of IHG’s strategy and
current progress, and an overview of the medium to long-term
financial impacts of our strategic choices.
Diversity
With a presence in nearly 100 countries and territories globally,
we believe that our leadership should reflect the diversity of our
employees, our guests and the local communities in which we
operate. The Board recognises the benefits of diversity throughout
our global business and firmly believes in the importance of a diverse
Board membership.
We continue to focus on providing an inclusive environment, in which
employees are valued for who they are and what they bring to the
Group, and in which talented individuals are retained through all
levels of the organisation. Further details on our approach to
diversity are set out on pages 33 and 58.
The current Board gender and nationality split is illustrated below:
Board gender split
■ Male 73% (8)
■ Female 27% (3)
Governance: Corporate governance continued
50 IHG Annual Report and Financial Statements 2012