Holiday Inn 2013 Annual Report Download - page 67

2013 Board performance evaluation
Process
Boardroom Review, an independent external facilitator with no other connection to IHG, carried out the 2013 Board performance evaluation.
This included confidential interviews with each Director to gain an understanding of our Board’s performance and consider its effectiveness.
Results
The results of the review were presented for discussion at the Board meeting in February 2014 and confirmed that the Board and each of
its Committees continue to operate effectively, the composition of the Board is strong and that each Director brings relevant knowledge,
diversity of perspective, an ability and willingness to challenge and retains a strong commitment to the role. Further strengths included
the Board culture, use of time, increasingly strategic debate and the control and risk framework oversight at Board level.
2013 and 2012 external Board performance evaluation outcomes and action plan
2013 2012
Observations Action taken/to be taken Observations Action taken
Increase the Board’s
oversight of new
technology
Ensure the Board is regularly updated on
developments
Deepen the Board’s
focus on the
Group’sstrategy
Retained focus on strategy with particular
attention on the external environment
Enhance the Board’s
use of time and gain a
deeper understanding
of priorities and risks
Provide the Board with more time to consider
industry and consumer trends, further
information on the competition and regular
updates on major projects
Ensure the smooth
integration of the new
Chairman
A tailored induction was completed with
ongoing support
Consider future Board
composition and
succession
Schedule regular Nomination Committee
meetings
Prioritise the search for a Non-Executive
Director with experience in consumer facing
technology
Continually refresh the Board skills inventory
Continue to improve
the meeting process,
including refining
senior management
presentations and
papers to the Board
Senior management reviewed the optimum level
ofdetail in presentations andpapers
More frequent sessions held with the Chief
Executive Officer and Non-Executive Directors
Provided the Board annual agenda of regular
items to the Directors
Conducted deep dives into regions, functions and
current issues
Balanced the time for presentations and discussion
– – Consider growth
opportunities for
theGroup
Continued to review growth opportunities
for the Group
Individual Director internal performance evaluations
The internal performance evaluations of members of the Board
are carried out by the following individuals:
Director being appraised Appraiser
Chairman Reviewed by the Non-Executive Directors
excluding the Chairman and facilitated by the
Senior Independent Non-Executive Director
Chief Executive Officer Chairman and all Non-Executive Directors
meet to discuss performance
Executive Directors Chief Executive Officer
Non-Executive Directors Chairman
Board committees
For the Board’s four Committee Reports, see pages 66 to 69 and 74 to 97.
Each Committee has written terms of reference which are approved
by the Board and subject to review each year. Amendments to the
terms of reference were made and approved for the Nomination,
Remuneration and Audit Committees.
Management committees
Details of our management committees are set out below and
their terms of reference can be found on the Company’s website
at www.ihgplc.com/investors under corporate governance/
committees or from the Company Secretary’s office on request.
Executive Committee
The Executive Committee considers and manages a range of
strategic and business issues facing the Group. It monitors the
performance of the business and is authorised to approve capital
and revenue investment within levels agreed by the Board.
Governance: The Committee is chaired by Richard Solomons and
usually meets monthly. Members of this Committee comprise the
Executive Directors and the most senior executives from the Group
(see page 60). The Committee recommends to the Board
significant decisions which require its approval.
Disclosure Committee
The Disclosure Committee is responsible for ensuring that there
are procedures in place so that information required to be
disclosed in reports pursuant to UK and US accounting, statutory
or listing requirements, fairly represent the Group’s position in all
materialrespects.
Governance: The Committee is chaired by the Group’s Financial
Controller. Members of this Committee comprise of George Turner
andother senior officers. The Committee reports to Richard
Solomons, Paul Edgecliffe-Johnson and the Audit Committee.
General Purposes Committee
The Committee attends to business of a routine nature and to
the administration of matters, the principles of which have been
agreed previously by the Board or an appropriate committee.
Governance: The Committee comprises any one Executive
Committee member together with a senior officer from an
agreed and restricted list. It is always chaired by an Executive
Committee member and Patrick Cescau and Executive Directors
are notified in advance of the business of the meeting.
Governance 65
OVERVIEW STRATEGIC REPORT GOVERNANCE
GROUP FINANCIAL STATEMENTS
PARENT COMPANY FINANCIAL STATEMENTS ADDITIONAL INFORMATION