Holiday Inn 2013 Annual Report Download - page 171

Articles of Association
The Company’s articles of association (Articles) were adopted at
the AGM held on 28 May 2010. The following summarises material
rights of holders of the Company’s ordinary shares under the
material provisions of the Articles and English law. This summary
is qualified in its entirety by reference to the Companies Act and
the Articles.
The Company’s shares may be held in certificated or uncertificated
form. No holder of the Company’s shares will be required to make
additional contributions of capital in respect of the Company’s
shares in the future.
In the following description, a ‘shareholder’ is the person
registered inthe Company’s register of members as the holder
of the relevantshare.
Principal objects
The Company is incorporated under the name InterContinental
Hotels Group PLC and is registered in England and Wales with
registered number 5134420. The Articles do not restrict its
objects or purposes.
Directors
Under the Articles, a Director may have an interest in certain
matters (Permitted Interest) without the prior approval of the
Board provided he has declared the nature and extent of such
Permitted Interest at a meeting of the Directors or in the manner
set out in Section 184 or Section 185 of the Companies Act.
Any matter which does not comprise a Permitted Interest must
be authorised by the Board in accordance with the procedure and
requirements contained in the Articles, including the requirement
that a Director may not vote on a resolution to authorise a matter
in which he is interested, nor may he count in the quorum of the
meeting at which such business is transacted.
Further, a Director may not vote in respect of any proposal in which
he, or any person connected with him, has any material interest
other than by virtue of his interests in securities of, or otherwise
in or through, the Company, nor may he count in the quorum
of the meeting at which such business is transacted. This is
subject to certain exceptions, including in relation to proposals:
(a) indemnifying him in respect of obligations incurred on behalf
of the Company; (b) indemnifying a third party in respect of
obligations of the Company for which the Director has assumed
responsibility under an indemnity or guarantee; (c) relating to an
offer of securities in which he will be interested as an underwriter;
(d) concerning another body corporate in which the Director is
beneficially interested in less than one percent of the issued
shares of any class of shares of such a body corporate; (e) relating
to an employee benefit in which the Director will share equally
with other employees; and (f) relating to liability insurance that the
Company is empowered to purchase for the benefit of Directors
of the Company inrespect of actions undertaken as Directors
(or officers) of theCompany.
The Directors have authority under the Articles to set their own
remuneration (provided certain criteria is met). While an agreement
to award remuneration to a Director is an arrangement with the
Company that comprises a Permitted Interest (and therefore
does not require authorisation by the Board in that respect),
it is nevertheless a matter that would be expected to give rise
to a conflict of interest between the Director concerned and the
Company, and such conflict must be authorised by a resolution
ofthe Board. The Director that is interested in such matter may
neither vote on the resolution to authorise such conflict, nor count
inthe quorum of the meeting at which it was passed. Furthermore,
asnoted above, the interested Director is not permitted to vote in
respect of any proposal in which he has any material interest (except
in respect of the limited exceptions outlined above) nor may he count
in the quorum of the meeting atwhich such business is transacted.
As such, a Director has no power, in the absence of an independent
quorum, to vote on compensation to himself, but may vote on a
resolution (and may count in the quorum of the meeting at which
it was passed) to award compensation to Directors provided those
arrangements do not confer a benefit on him.
The Directors are empowered to exercise all the powers of
the Company to borrow money, subject to the limitation that
the aggregate amount of all moneys borrowed by the Company
and its subsidiaries shall not exceed an amount equal to three
times the Company’s share capital and consolidated reserves,
unless sanctioned by an ordinary resolution of the Company.
Under the Articles, there are no age-limit requirements relating to
a person’s qualification to hold office as a Director of the Company.
Directors are not required to hold any shares of the Company by
way of qualification.
Rights attaching to shares
Dividend rights and rights to share in the Company’s profits
Under English law, dividends are payable on the Company’s
ordinary shares only out of profits available for distribution,
as determined in accordance with accounting principles generally
accepted in the UK and by the Companies Act. No dividend will bear
interest as against the Company.
Holders of the Company’s ordinary shares are entitled to receive
such dividends as may be declared by the shareholders in general
meeting, rateably according to the amounts paid up on such shares,
provided that the dividend cannot exceed the amount recommended
by the Directors.
The Company’s Board of Directors may declare and pay to
shareholders such interim dividends as appear to them to be
justified by the Company’s financial position. If authorised by an
ordinary resolution of the shareholders, the Board of Directors
may also direct payment of a dividend in whole or in part by the
distribution of specific assets (and in particular of paid-up shares
or debentures of any othercompany).
Any dividend unclaimed by a member (or by a person entitled by
virtue of transmission on death or bankruptcy or otherwise by
operation of law) after six years from the date the dividend was
declared, or became due for payment, will be forfeited and will
revert to the Company.
Voting rights
The holders of ordinary shares are entitled, in respect of their
holdings of such shares, to receive notice of general meetings
andtoattend, speak and vote at such meetings in accordance
with the Articles.
Voting at any general meeting of shareholders is by a show of
hands unless a poll, which is a written vote, is duly demanded.
On a show of hands, every shareholder who is present in person
or by proxy at a general meeting has one vote regardless of the
number of shares held.
Additional Information 169
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