Holiday Inn 2012 Annual Report Download - page 54

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Set out below is a table showing the current membership of each Committee:
Corporate
Audit Responsibility Nomination Remuneration
Directors Designation Committee Committee Committee Committee
Patrick Cescau Non-Executive Chairman X1
Richard Solomons Chief Executive X
Kirk Kinsell President, The Americas
Tracy Robbins Executive Vice President, Human Resources
and Group Operations Support
Tom Singer Chief Financial Officer
David Kappler2 Senior Independent Non-Executive Director X1 X X
Jennifer Laing2 Non-Executive Director X X1 X
Jonathan Linen2 Non-Executive Director X X
Luke Mayhew2 Non-Executive Director X X X1
Dale Morrison2 Non-Executive Director X X X
Ying Yeh2 Non-Executive Director X X X
1 Committee Chairman.
2 In the Board’s view all Non-Executive Directors are independent.
Management committees
Details of our management committees are set out below:
Executive Committee
Its role is to consider and manage a range of important strategic and business issues facing the Group. Amongst many other things 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.
Governance: The Committee is chaired by the Chief Executive and usually meets monthly. As set out on page 48, members of the
Committee comprise the Executive Directors and the most senior executives from the Group. The Committee recommends to the Board
significant decisions which require its approval.
Disclosure Committee
Its duties include ensuring that information required to be disclosed in reports pursuant to UK and US accounting, statutory or listing
requirements, fairly represents the Group’s position in all material respects.
Governance: The Committee is chaired by the Group’s Financial Controller. Members of the Committee comprise the Company Secretary
and other senior executives. The Committee reports to the Chief Executive, the Chief Financial Officer and the Audit Committee.
General Purposes Committee
The Committee attends to business of a routine nature and to the administration of matters, the principles of which have been agreed
previously by the Board or an appropriate committee.
Governance: The Committee comprises any one Executive Committee member together with a senior officer from an agreed and restricted
list of senior executives. It is always chaired by an Executive Committee member and the other Executive Directors are notified in advance
of the business of the meeting.
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.
Governance: Corporate governance continued
52 IHG Annual Report and Financial Statements 2012