Holiday Inn 2013 Annual Report Download - page 178

Non-Executive Director meetings
Non-management directors of US companies must meet on a
regular basis without management present, and independent
directors must meet separately at least once per year. The Code
requires: (i) the Board Chairman to hold meetings with the
Non-Executive Directors without the Executive Directors present;
and (ii) the Non-Executive Directors to meet at least annually
without the Chairman present to appraise the Chairman’s
performance. The Company’s Non-Executive Directors have met
without Executive Directors being present, and intend to continue
this practice, before every Board meeting if possible.
Shareholder approval of equity compensation plans
The NYSE rules require that shareholders must be given
the opportunity to vote on all equity compensation plans and
material revisions to those plans. The Company complies with
UK requirements which are similar to the NYSE rules. The Board
does not, however, explicitly take into consideration the NYSE’s
detailed definition of “material revisions”.
Code of Conduct
The NYSE requires companies to adopt a code of business conduct
and ethics, applicable to directors, officers and employees.
Anywaivers granted to directors or officers under such a code
mustbe promptly disclosed. As set out on page 73, IHG’s Code
of Conduct is applicable to all Directors, officers and employees,
andfurther information on the Code of Conduct isavailable
on the Company’s website at www.ihgplc.com/investors under
corporate governance. No waivers have been granted
under the Code of Conduct.
Compliance certification
Each Chief Executive of a US company must certify to the NYSE
each year that he or she is not aware of any violation by the
Company of any NYSE corporate governance listing standard.
Asthe Company is a foreign private issuer, the Company’s
Chief Executive Officer is not required to make this certification.
However,he is required to notify the NYSE promptly in writing
after any of the Company’s executive officers become aware of
any non-compliance with those NYSE corporate governance
rules applicable to the Company.
Selected five-year consolidated financial information
The selected consolidated financial data set forth in the table on the next page for the years ended 31 December 2009, 2010, 2011, 2012 and
2013 has been prepared in accordance with IFRS as issued by the IASB and in accordance with IFRS as adopted by the EU, and is derived
from the Group Financial Statements which have been audited by its independent registered public accounting firm, Ernst & YoungLLP.
IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB. However, the differences have no impact on the
Group’s Financial Statements for the years presented. The selected consolidated financial data set forth on the next page should be read
in conjunction with, and is qualified in its entirety by reference to, the Group Financial Statements and Notes thereto included elsewhere
in this Annual Report and Form 20-F.
176 IHG Annual Report and Form 20-F 2013
Shareholder information continued