Holiday Inn 2012 Annual Report Download - page 60

Governance
Nomination Committee Report
The Nomination Committee takes responsibility for considering the structure,
size and composition of the Board, advising on succession planning and making
appropriate recommendations to ensure the Board retains the appropriate level
of skills and experience.
Committee membership
Appointed to Length of
Meetings Committee tenure to
Member Role attended from 31 Dec 2012
David Webster1 Chairman2 4/4 (retired
Dec 2012) n/a
Graham Allan Member 2/2 (retired
Jun 2012) n/a
David Kappler Member 5/5 Jun 2004 8 yrs 7 mths
Jennifer Laing Member 5/5 Aug 2005 7 yrs 5 mths
Jonathan Linen Member 3/5 Dec 2005 7 yrs 1 mth
Luke Mayhew Member 5/5 Jul 2011 1 yr 6 mths
Dale Morrison Member 5/5 Jun 2011 1 yr 7 mths
Ying Yeh Member 5/5 Dec 2007 5 yrs 1 mth
Total meetings held 5
1 Patrick Cescau was appointed as Non-Executive Chairman and Chairman of the
Nomination Committee on 1 January 2013 following the retirement of David
Webster on 31 December 2012.
2 The Chairman does not chair when the Committee is considering matters relating
to his position. In these circumstances David Kappler, Senior Independent
Director, usually acts as Chairman of the Committee.
Governance
The Committee’s 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.
The Committee was in place throughout 2012. All Committee
members excluding the Chairman are independent as required
under its terms of reference.
Responsibilities
The Committee’s key responsibilities are set out below:
• to review the structure, size and composition of the Board and
its Committees;
• to evaluate the balance of skills, experience, independence,
knowledge and diversity on the Board, taking into account the
Group’s strategic priorities;
• to make recommendations on suitable candidates for approval
by the Board;
• to engage external consultants, as appropriate, to identify,
review and recommend candidates for Board appointments
and ensure that appointments are made on merit against
objective criteria, including the ability to commit time and with
due regard for the benefits of diversity, including gender; and
• to advise the Board on succession planning for Executive and
Non-Executive Directors and the Executive Committee in light
of the need for progressive refreshing of the Board and the
skills and experience needed in the future.
2012 Board appointments
Following notification by David Webster of his intention to retire and
step down as Chairman, external search agents were engaged. The
search for a new Chairman was undertaken against a detailed job
specification setting out the particular skills, knowledge and experience
required for this particular position. Accordingly, the Committee
nominated Patrick Cescau for the position and he was subsequently
appointed by the Board, with such appointment effective from
1 January 2013.
Succession planning
The Board plans for its own succession with the support of
the Committee. Independent consultants are engaged for all
Non-Executive Director appointment searches.
The Committee remains focussed, on behalf of the Board, on Board
succession planning for both Executive and Non-Executive Directors.
By way of example, since 2008 eight Directors have joined the Board
and seven have left. During 2012 the Committee also considered a
more detailed review of the talent pool within the business, looking
to future succession planning for Executive Directors.
Diversity
The Board is committed to supporting women in reaching their
full potential and we welcomed Lord Davies’ Report on ‘Women
on Boards’ and fully support its recommendations. We have
announced our aspiration to continue to retain a minimum of 25%
female representation on the Board.
Whilst all appointments are made on merit, we seek to ensure the
Board maintains an appropriate balance through a diverse mix
of skills, experience, knowledge and background. Currently, the
Board includes three women (27%) and four nationalities.
Key issues discussed in 2012 meetings
During 2012, the Committee considered, amongst others, the
following matters:
• search for a new Board Chairman using external consultants;
• candidates for a new Audit Committee Chairman;
• candidates for a Non-Executive Director;
• annual review of the composition, skills, diversity, knowledge
and experience of the Board;
• recommendations of Directors for re-election at the 2013
AGM; and
• review of performance appraisals for members of the Executive
Committee and Executive Committee succession planning.
Key priorities for the Committee in 2013
During 2013, the Committee will continue to search for a new Audit
Committee Chairman and Senior Independent Director and make
recommendations to ensure the Board retains the appropriate level
of skills, knowledge and experience whilst taking into account the
recommendations of the Davies Report.
Patrick Cescau
Chairman of the Nomination Committee
18 February 2013
58 IHG Annual Report and Financial Statements 2012