Holiday Inn 2012 Annual Report Download - page 53

OVERVIEW BUSINESS REVIEW GOVERNANCE
GROUP FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL STATEMENTS OTHER INFORMATION
Corporate governance 51
Biographical details of the members of the Board, including the Chairman, Chief Executive and Senior Independent Director, and Company
Secretary can be found on pages 46 to 48.
Board committees
The Board has established four permanent Committees to assist in the discharging of its responsibilities. These are as follows:
• Audit Committee;
• Corporate Responsibility Committee;
• Nomination Committee; and
• Remuneration Committee.
Reports for each Committee setting out the membership, responsibilities, key issues discussed during the year and key priorities for 2013 are
set out on pages 56 to 78.
Each Committee has written terms of reference which are approved by the Board and subject to review every year. At the review in
December 2012 some minor amendments were made to update the Audit and Remuneration Committee’s terms of reference. Copies of the
terms of reference are available on the Company’s website www.ihgplc.com/investors under corporate governance/committees or from the
Company Secretary’s office on request.
Key responsibilities
The Board
• Strategic direction, development,
performance and control of the Group,
approval of strategic plans and capital
and revenue budgets;
• reviewing significant investment
proposals;
• maintaining an overview and control of
the Group’s operating and financial
performance;
• monitoring the Group’s overall system
of internal controls and risk
management, governance and
compliance, considering regulatory
changes and developments; and
• ensuring that the necessary financial
and human resources are in place for
the Group to meet its objectives.
The Board has a schedule of matters
reserved to it which are available on the
website at www.ihgplc.com/investors under
corporate governance.
Non-Executive Director
The Non-Executive Directors represent
a strong source of advice and judgement.
Part of their role is to constructively
challenge and help develop proposals on
strategy. Each Director has significant
external commercial experience and
together they have a broad range of skills
and experience.
Chairman
• Leadership of the Board and in doing
so ensuring the efficient and effective
operation of the Board and its
Committees;
• overseeing corporate governance
matters and ensuring they are
addressed;
• representing the Group externally,
in particular with shareholders; and
• in conjunction with the Chief Executive
and Company Secretary, ensuring that
Directors receive a full, formal and
tailored induction to the Group and its
business and that all Directors are fully
informed of relevant matters.
Senior Independent Director
• Being available to liaise with
shareholders who have concerns that
they feel have not been addressed
through the normal channels;
• being a sounding board for the
Chairman; and
• leading the performance evaluation
of the Chairman.
Chief Executive
• Recommending to the Board, and
implementing, the Group’s strategic
objectives;
• managing business operations; and
• managing the executive management of
the Group and ensuring that the Board
understands Executive Directors’ views
on business issues.
The Chief Executive is assisted in meeting
his responsibilities by the Chief Financial
Officer and the Executive Committee (who
head up the Group’s principal operations
and functions).
Company Secretary
• Ensuring a good flow of information to
the Board and its Committees and
between the Executive Committee and
the Non-Executive Directors;
• facilitating all Director inductions; and
• advising the Board on corporate
governance and keeping the Board
up-to-date on all legal, regulatory and
other developments.