Holiday Inn 2013 Annual Report Download - page 7

We welcomed two new independent
Non-Executive Directors to the Board.
JillMcDonald joined IHG on 1 June 2013
and Ian Dyson joined on 1 September
2013. Jill has a wealth of experience in
franchising and marketing and Ian has a
range of experience in senior executive
and finance roles. Both Jill and Ian are
members of the Audit and Nomination
Committees and Ian is also a member
of the Remuneration Committee.
David Kappler will be stepping down from
the Board and his roles as Chairman of the
Audit Committee and Senior Independent
Non-Executive Director in 2014. Davidjoined
IHG’s Board in June 2004 andhas been
a great asset to the business and an
invaluable support to me in my first year
as Chairman. Ian Dyson will take over as
Chairman of the Audit Committee with
effect from 1 April 2014. David will retire
from the Board on 31 May 2014 and Dale
Morrison, who has been an independent
Non-Executive Director of IHG since June
2011, will become the Senior Independent
Non-Executive Director, ensuring a smooth
transition of David’s duties.
We said goodbye to Tom Singer, who stepped
down from his position as Chief Financial
Officer and the Board on 1 January 2014.
Tom played a key role in the success of the
Group since he joined IHG’s Board and
Executive Committee in September 2011.
We thank him for his contribution and wish
him the best for the future.
I am pleased to welcome Paul
Edgecliffe-Johnson to the Board. Paul was
appointed Chief Financial Officer on
1 January 2014, becoming a member
of IHG’s Board andExecutive Committee
at that time. Pauljoined IHG in August
2004 and has worked in a number of senior
roles across the Group, most recently as
Chief FinancialOfficer of IHG’s Europe and
Asia,Middle East and Africa regions.
Governance
High standards of corporate governance
are fundamental to the way IHG operates.
The Board is committed to ensuring that
we not only operate effectively, but that
each Director is committed to the role and
continues to make a valuable contribution
to the business.
This year we commissioned a formal
evaluation of the Board from an independent
consultant. The findings from the evaluation
are outlined on page 65.
Our Annual Report this year includes,
forthe first time, our US Annual Report
onForm 20-F reporting requirements,
aswell as taking into consideration the
newrequirements of the UK Corporate
Governance Code and changes to UK
legislation, providing all reporting
information in a single report.
Remuneration
Recruiting and retaining an outstanding
executive leadership team is critical to
ensuring that IHG succeeds over both
the short and long term. Our Directors’
Remuneration Policy is designed to help
achieve this objective. The policy requires
a significant proportion of remuneration
to be linked to the delivery of both strong
financial and operational results and
market-beating performance. Details of
the policy are setout in the Directors’
Remuneration Report on pages 74 to 97.
We believe that our policy, which is largely
unchanged from last year, is aligned with
best practice and remains fit for purpose.
We have historically tried to make the
Directors’ Remuneration Report as
transparent and easy to read as possible,
and were pleased to receive the PwC
Building Public Trust Award for Executive
Remuneration Reporting in the FTSE 100
for our 2012 Directors’ Remuneration
Report. In preparation for the first binding
shareholder vote on our Directors’
Remuneration Policy in the 2013
Directors’ Remuneration Report,
we have worked hard to present both the
policy and the reward paid to our Board in
an open and accessible way, as well as
complying with the regulatory requirements.
Outlook
We remain confident in the long-term
growth prospects of the hotel industry.
This reflects our belief that we will
continue to see an increase in demand
for hotels over the next few decades.
This belief is supported by the positive
socio-economic, demographic and
technological changes that we see
across the globe which will ultimately
mean record numbers of people join
the travel market each year.
As a result, we start 2014 with confidence
that the business will continue to deliver
high-quality growth and generate long-term
value to all stakeholders. Our significant
scale, broad geographical exposure as well
as our strong understanding of the industry
and how it is evolving, particularly in terms
of consumer trends and technological
innovation, means we are well-positioned
for future growth. This will allow us to
continue to deliver attractive shareholder
returns whilst further enhancing our guest
propositions to create brands which are
truly preferred.
Patrick Cescau
Chairman
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Overview 5
OVERVIEW STRATEGIC REPORT GOVERNANCE
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