Holiday Inn 2013 Annual Report Download - page 58

Dear Shareholder
We have a genuine commitment to conducting business responsibly and maintaining
high standards of corporate governance. Our governance framework, led by the Board,
supports our culture and values with strong and effective practices which permeate
throughout the Group.
We keep the composition, diversity and the size of the Board under regular review to
ensure that we have the right balance of skills and experience, and that it remains relevant
to the business both today and in the future.
In May and August 2013, we announced the appointments of JillMcDonald and Ian Dyson
to the Board. Jill and Ian joined theAudit and Nomination Committees, with Ian appointed
as a member of the Remuneration Committee.
On 1 January 2014, following the resignation of Tom Singer, Paul Edgecliffe-Johnson was
appointed tothe Board as Chief Financial Officer. Paul joined IHG in August 2004 and has
held a number of senior positions, most recently as Chief Financial Officer of IHG’s Europe
and Asia, Middle East and Africa regions. Succession planning is a matter we take very
seriously and this appointment was an excellent demonstration of the strength and depth
of our management team and our ability to promote from within.
David Kappler will retire from the Board on 31 May 2014, having served as a Director since
June 2004. He will be stepping down as Chairman of the Audit Committee with effect from
1April 2014 with Ian Dyson replacing him as Audit Committee Chairman. Following David’s
retirement, Dale Morrison will be appointed Senior Independent Non-Executive Director with
effect from 31 May 2014. David has made a significant contribution to IHG over the last 9
years as a Non-Executive Director and we wish him well for the future.
My objectives for 2014 include enhancing the capabilities and competencies of the Board
with an immediate objective to find a Non-Executive Director with consumer facing
technology experience given the significance of this area in our strategy.
We continue to review our governance framework and processes to enhance the way
we operate as a Board and deepen our strategic debate. We introduced a number of
improvements to this effect in 2013. This included improving agenda setting processes,
introducing more executive sessions and making more time to consider external
perspectives on consumer and technology trends.
The Board performance evaluation conducted in 2013 by an external facilitator will inform
further enhancements to our Board processes.
As a dual listed company with a secondary listing on the New York Stock Exchange (NYSE),
we are required to file both an Annual Report in the UK, which complies with the UK Corporate
Governance Code (Code), and an Annual Report on Form 20-F in the US, which complies with
the NYSE rules, US securities laws and the rules of the Securities and Exchange Commission
(SEC). For 2013, to ensure consistency of information provided to both UK and US investors,
wehave for the first time produced a combined Annual Report and Annual Report on Form 20-F.
As required by the SEC, a statement outlining the differences between the Company’s UK
corporate governance practices and those followedby US companies may be found on
page 175.
Once again, I am pleased to report that, during 2013, we complied fully with all principles
and provisions of the Code issued in September 2012, which is available at www.frc.org.uk.
Board
Pages 61 to 65
Board Committees
Audit Committee
Pages 66 to 67
Corporate Responsibility Committee
Page 68
Nomination Committee
Page 69
Remuneration Committee
Pages 74 to 97
Management Committees
Executive Committee
Page 65
Disclosure Committee
Page 65
General Purposes Committee
Page 65
Patrick Cescau
Non-Executive Chairman
17 February 2014
56 IHG Annual Report and Form 20-F 2013
Chairman’s overview