Holiday Inn 2013 Annual Report Download - page 65

Board meetings
The Board meets eight times each year with additional meetings
scheduled as necessary. One of the meetings is a two-day strategy
meeting, in which the Board considers the Group’s strategy and
related issues. Thisprovides an opportunity for the business to
have a wide-ranging dialogue with the Board and for the Board
to meet many of our senior management and gain a deeper
understanding of different markets. In 2013, the Chairman and
the Non-Executive Directors met without Executive Directors being
present, and intend to continue this practise, before every Board
meeting if possible.
Patrick Cescau, in conjunction with George Turner, plans the
agenda for each Board meeting. This is a two tier process,
combining our annual agenda of regular items, which ensures
all critical topics and strategic updates are covered, with a
detailed schedule of areas for presentation at Board meetings.
Directors are briefed on the Group’s financial performance and
its operations, key commercial matters and progress against
key strategic plans and relations with investors, by means of
comprehensive papers in advance of, and presentations at,
Board meetings.
The Board also receives more in-depth presentations on a wide
range of business issues in a more informal context the evening
before formal Board meetings. Evening presentation topics during
2013 included:
• the IHG corporate brand and the loyalty programme relaunch
– IHG Rewards Club;
• the IHG Owners Association;
• technology trends; and
• the System Fund.
Should any Director be unable to attend a meeting, he or she would
be provided with all the papers and information relevant to that
meeting in advance and be able to discuss matters arising with
Patrick Cescau and Richard Solomons.
Board annual strategy meeting
During 2013, the Board held its two-day strategy meeting in
Washington D.C., US, which enabled the Board to look in depth
at the long-term strategic direction of the Group, understand
progress against key strategic priorities and confirm those areas
which require ongoing Board oversight. The discussion topics
included: major trends in the industry, new business development
opportunities, and an overview of the medium to long-term
financial impacts of our strategic choices. There was also an
opportunity to visit a cross-section of competitor hotels.
Key issues discussed in 2013 meetings
At each meeting the Board has the following standing items on
the agenda: Chairman’s matters, Chief Executive Officer’s matters,
finance updates from the Chief Financial Officer, business
updates from various members of the Executive Committee,
risk management, secretariat updates (including corporate
governance), media and investor relations updates and conflicts
of interest review.
Key areas of focus for the Board in 2013 included:
Business
strategy
Commercial, geographic, technological,
human resources
Business
performance
Chief Financial Officer’s report,
2013 budget, 2012 full-year results, 2013 half-year
results and interim management statements
Corporate
governance
Board performance evaluation, committee updates
and reports, legal and regulatory compliance updates
Responsible
business
Operational and strategic risk, safety and
security, reputation
Corporate
responsibility
IHG’s three core programmes; IHG Green Engage,
IHG Academy and IHG Shelter in a Storm Programme
Investor
relations Analyst reports, investor perceptions
Independent advice
All Directors have access to the advice and services of George
Turner, the Company Secretary, the Company’s external legal
advisers and the external Auditor, who is currently Ernst & Young
LLP. There is an agreed process by which Directors may seek
independent professional advice at the Company’s expense in the
furtherance of their duties.
Conflicts of interest and independence
The Board reviews potential conflicts of interest and independence
as a standing agenda item at each Board meeting with a review
conducted annually. As authorised by the Articles, the Board
considers and approves all potential conflicts of interest as it deems
appropriate. Directors have continuing obligations to update the
Board on any changes to these conflicts or their independence.
Directors and officers liability (D&O) insurance
The Company maintains D&O insurance which covers Directors
andofficers of the Company against defending civil proceedings
brought against them in their capacity as a Director or officer of
theCompany. There were no indemnity provisions relating to the
UK pension plan for the benefit of the Directors during 2013.
Governance 63
OVERVIEW STRATEGIC REPORT GOVERNANCE
GROUP FINANCIAL STATEMENTS
PARENT COMPANY FINANCIAL STATEMENTS ADDITIONAL INFORMATION