Holiday Inn 2013 Annual Report Download - page 63

Leadership
Board
Board membership
During the year, Jill McDonald (1 June 2013) and Ian Dyson
(1September 2013) were appointed to the Board as
independent Non-Executive Directors. On 1 January 2014,
Paul Edgecliffe-Johnson was appointed to the Board as
Chief Financial Officer following Tom Singer’s resignation.
In 2014, David Kappler will retire from the Board (31 May 2014), Ian
Dyson will become Audit Committee Chairman (1 April 2014) and Dale
Morrison will become the Senior Independent Director (31 May 2014).
Biographical details of each member of the Board, including their
external commitments, can be found on pages 57 to 59.
Board and Committee structure
The Board has delegated authority to four committees:
• Audit Committee;
• Corporate Responsibility Committee;
• Nomination Committee; and
• Remuneration Committee.
See pages 66 to 69 and 74 to 97 for the Committee Reports.
There are also three management committees, which together
provide a sound governance framework, see page 65.
Key responsibilities
Board
• Leading the strategic direction and long-term objectives and
success of the Group, approving strategic plans, and capital
and revenuebudgets;
• reviewing significant investment proposals;
• maintaining an overview and control of the Group’s operating
and financial performance;
• monitoring the Group’s overall system of internal controls
andrisk management, governance and compliance,
consideringregulatory changes and developments; and
• ensuring that the necessary financial and human resources
are inplace for the Group to meet its objectives.
The Board has a schedule of matters reserved for it, which are
available on the website at www.ihgplc.com/investors under
corporate governance. Service contracts and letters of
appointment set out in writing the roles of each of the Directors
including the Chairman and Chief Executive Officer (see below).
Chairman – Patrick Cescau
• Leading the operation and governance of the Board and its
Committees as well as building and maintaining an effective Board;
• overseeing corporate governance matters and ensuring they
areaddressed;
• leading the performance evaluations of the Chief Executive
Officer, Non-Executive Directors and the Board;
• ensuring Directors receive timely, accurate and clear
information on Company business and that all Directors
arefully informed of relevant matters; and
• communicating effectively with shareholders and stakeholders.
Patrick Cescau, in conjunction with Richard Solomons and George
Turner, ensure that Directors receive a full, formal and tailored
induction to the Group and ongoing training as relevant. The roles
of the Chairman and Chief Executive Officer are clearly established
and separate.
Chief Executive Officer – Richard Solomons
• Leading the development of the Company’s strategic direction
and implementing the agreed strategy;
• communicating effectively with shareholders and stakeholders;
• overseeing business operations and managing risks; and
• building and leading an effective Executive Committee and
management of the Group’s business.
Richard Solomons is assisted in meeting his responsibilities
by PaulEdgecliffe-Johnson, Chief Financial Officer, and the
ExecutiveCommittee (who head up the Group’sprincipal
operations and functions).
Senior Independent Non-Executive Director – David Kappler
• Being available to liaise with shareholders who have
concernsthat they feel have not been addressed through
thenormal channels;
• conducting the annual performance review of the Chairman; and
• providing advice and judgement for the Chairman as necessary.
Independent Non-Executive Directors
• Providing a strong source of advice and judgement;
• constructively challenging and helping develop proposals
on strategy;and
• providing significant external commercial experience and
a broadrange of skills for the Board to draw on.
Company Secretary – George Turner
• Ensuring a good flow of information to the Board and its
Committees and between the Executive Committee and the
Non-Executive Directors;
• facilitating all Director inductions; and
• advising the Board on corporate governance and keeping
theBoard up-to-date on all legal, regulatory and
otherdevelopments.
Board composition
One Non-Executive
Chairman (8%)
Four Executive
Directors (31%)
Eight independent
Non-Executive Directors (61%)
The Board’s current composition meets the requirement of
the Codefor at least half the Board, excluding Patrick Cescau,
to be independent Non-Executive Directors. The Chairman was
independent on appointment to the Board.
In the Board’s view, all of the current Non-Executive Directors are
independent including David Kappler who has served as a Director for
over 9 years and who will be retiring from the Board on 31 May 2014.
Notwithstanding David’s length of tenure, the Board is satisfied
that David Kappler continues to demonstrate independence in
character and judgement and that it remains appropriate to regard
him as independent under provision B.1.1 of the Code. David
therefore continues to serve on the Board as Senior Independent
Non-Executive Director and Audit Committee Chairman.
At each AGM all Directors stand for re-election.
Governance 61
OVERVIEW STRATEGIC REPORT GOVERNANCE
GROUP FINANCIAL STATEMENTS
PARENT COMPANY FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Corporate Governance