Holiday Inn 2013 Annual Report Download - page 66

Eectiveness
The Board believes that, in order to be most effective, it must have a mix of skills and experience, background and length of service.
Further details can be found on page 62. The structure, size and composition of the Board and succession planning is continuously monitored
by Patrick Cescau and the Nomination Committee. Further details can be found in the Nomination Committee Report on page 69.
A summary of each Director’s attendance at meetings of the Board and its principal Committees during 2013 is shown below. Unless
otherwise indicated, all Directors held office throughout the year:
Committees
Directors
Committee
appointments Board Audit A
Corporate
Responsibility CNomination NRemuneration R
Chairman
Patrick Cescau N48/8 n/a n/a 5/5 n/a
Chief Executive Officer
Richard Solomons C8/8 n/a 3/3 n/a n/a
Executive Directors
Kirk Kinsell n/a 8/8 n/a n/a n/a n/a
Tracy Robbins n/a 8/8 n/a n/a n/a n/a
Tom Singer1n/a 7/7 n/a n/a n/a n/a
Senior Independent Non-Executive Director
David Kappler A4 N R7/855/5 n/a 5/5 5/65
Independent Non-Executive Directors
Ian Dyson2A N R3/3 2/2 n/a 1/1 3/3
Jennifer Laing A C4 N8/8 5/5 3/3 5/5 n/a
Jonathan Linen N R8/8 n/a n/a 5/5 6/6
Luke Mayhew C N R48/8 n/a 3/3 5/5 6/6
Jill McDonald3A N4/533/3 n/a 2/33n/a
Dale Morrison A C N8/8 5/5 3/3 5/5 n/a
Ying Yeh C N R8/8 n/a 3/3 5/5 6/6
Total meetings held 85356
1 Paul Edgecliffe-Johnson was appointed as a Director on 1 January 2014 and Tom Singer resigned.
2 Appointed as an independent Non-Executive Director and member of the Audit, Nomination and Remuneration Committees on 1 September 2013.
3
Appointed as an independent Non-Executive Director and member of the Audit and Nomination Committees on 1 June 2013. Jill McDonald missed one
Board meeting and one Nomination Committee meeting (which were held on the same day) due to a prior commitment known to the Board in advance.
4 Chairman of the relevant Committee.
5
David Kappler missed one Board meeting and one Remuneration Committee meeting (which were held on the same day) due to a prior commitment known
to the Board in advance.
Annual re-election of Directors
All Directors retire at each AGM and are subject to shareholder
re-election in line with the Code recommendations. Details of
Directors’ service contracts and appointment terms are set out
on pages 85 and 86.
Director induction, training and development
Director induction
There is a tailored induction programme for all Director appointments
which is designed to meet their individual needs and accords
with best practice. Induction programmes were developed for
Jill McDonald and Ian Dyson, and Paul Edgecliffe-Johnson has also
received an appropriate induction to his role as Chief Financial Officer.
All Directors are encouraged to request further information as they
consider necessary to fulfil their role.
Key aspects of the induction are as follows:
• familiarisation with the Group, including areas such as the Board
structure and its Committees, Group structure, principal activities
and strategy and its approach torisk and risk management;
• meetings with both senior executives and regional and central
management from various functions across the Group, including
Business Reputation and Responsibility, Human Resources,
Corporate Affairs, Global Strategy and Corporate Development,
Global Internal Audit and Financial Planning and Analysis; and
• visits to our global corporate offices and hotels to provide a
greater insight into the business.
On appointment, Directors are advised of, and requested to,
make the necessary time commitment required to discharge
their responsibilities effectively. Patrick Cescau reviews the
time each Non-Executive Director has dedicated to the Company,
as part of the annual Board performance evaluation.
Ongoing Director training and development
The updating of all Directors’ skills and knowledge, ongoing
training and development and understanding of the Group’s
business and operations is a progressive exercise.
During 2013, the Directors received briefings on a number of
legal and regulatory developments, including updates on director
remuneration legislation, regulatory changes to annual
reporting and various ABI and PIRC corporate governance
guidelines. Patrick Cescau regularly reviews and agrees training
and development needs with each Director. In addition, George
Turner regularly makes the Board aware of training opportunities
and additional information to enable them to keep up-to-date
and enhance their knowledge of the business.
Board performance evaluation
IHG has always recognised the importance of evaluating the
performance of the Board, its main Committees and its Directors
in line with the Code recommendations.
64 IHG Annual Report and Form 20-F 2013
Corporate Governance continued