Holiday Inn 2012 Annual Report Download - page 55

OVERVIEW BUSINESS REVIEW GOVERNANCE
GROUP FINANCIAL
STATEMENTS
PARENT COMPANY
FINANCIAL STATEMENTS OTHER INFORMATION
Corporate governance 53
Annual re-election of Directors
The Directors have agreed to retire at each Annual General Meeting
(AGM) and offer themselves for re-election annually in line with the
Code recommendations. Biographical information about the
Directors can be found on pages 46 and 47 and shareholders will
receive further information on Directors seeking election and
re-election as part of the Notice of AGM 2013. Details of Directors’
service contracts and appointment terms are set out on page 74.
Director induction, training and development
Director induction
There is a tailored induction programme for all Director
appointments which is designed to meet their individual needs
and to introduce them to, and familiarise them with, the principal
activities of the Group as well as with central and regional
management. Throughout their appointment with the Company,
Directors are encouraged to request further information as
they consider necessary to fulfil their role.
Key aspects of the induction are as follows:
• familiarisation with the Group, this includes areas such as
the Board structure and its Committees, Group structure
and strategy, the principal activities of the Group and its
approach to risk and risk management;
• meetings with both senior executives and regional and
central management from various functions across the
Group, including Business Reputation and Responsibility,
Human Resources, Corporate Affairs, Global Strategy and
Corporate Development, Global Internal Audit and Financial
Planning and Analysis;
• meetings with institutional investor groups and key institutional
investors to gain an understanding of their views; and
• visits to our global corporate offices and hotels to provide
a greater insight into the business.
All induction programmes accord with best practice guidelines and
are tailored to each Director’s individual requirements.
On appointment Non-Executive Directors are advised of the likely
time commitment for the role. Annually, as part of the Board
performance evaluation, the Chairman reviews the time each
Non-Executive Director has dedicated to the Company during
the year.
Director training and development
The updating of all Directors’ skills and knowledge, ongoing training
and development and understanding of the Group’s business and
operations is a progressive exercise. This is accomplished at Board
and Committee meetings through business presentations and by
visits to hotels and other premises in the regions.
Board legal and regulatory briefings
During 2012, the Directors received briefings on a number of legal
and regulatory developments, including the Financial Reporting
Council’s updates on changes to the Code and guidance to Audit
Committees and draft regulations on the reform of executive
remuneration. The Chairman regularly reviews and agrees training
and development needs with each Director. In addition, the Company
Secretary regularly makes the Board aware of training opportunities
and additional information to enable them to keep up-to-date and
enhance their knowledge of the business.
A summary of each Director’s attendance at the Board and its principal Committee meetings during 2012 is shown below:
Committees
Corporate
Designation Board Audit Responsibility Nomination Remuneration
Directors
Richard Solomons Chief Executive 8/8 n/a 3/3 n/a n/a
Kirk Kinsell President, The Americas 8/8 n/a n/a n/a n/a
Tracy Robbins Executive Vice President, Human Resources
and Group Operations Support 6/83 n/a n/a n/a n/a
Tom Singer Chief Financial Officer 8/8 n/a n/a n/a n/a
David Kappler Senior Independent Non-Executive Director 8/8 5/5 n/a 5/5 6/6
Jennifer Laing Non-Executive Director 8/8 5/5 3/3 5/5 n/a
Jonathan Linen Non-Executive Director 6/83 n/a n/a 3/53 6/6
Luke Mayhew Non-Executive Director 8/8 n/a 3/3 5/5 6/6
Dale Morrison Non-Executive Director 8/8 5/5 1/1 5/5 n/a
Ying Yeh Non-Executive Director 8/8 n/a 3/3 5/5 6/6
Former Directors
David Webster1 Non-Executive Chairman 7/83 n/a n/a 4/4 n/a
Graham Allan2 Non-Executive Director 3/3 2/2 1/1 2/2 n/a
Total meetings held 8 5 3 5 6
1 Patrick Cescau was appointed as Non-Executive Chairman on 1 January 2013 following the retirement of David Webster on 31 December 2012.
2 Graham Allan resigned as a Non-Executive Director on 15 June 2012.
3 Tracy Robbins missed two Board meetings due to health reasons. Jonathan Linen missed two Board meetings and two Nomination Committee meetings; one due to
illness and the other due to a prior commitment known to the Board in advance. David Webster missed one Board meeting due to a prior work commitment, known to the
Board in advance.