Holiday Inn 2013 Annual Report Download - page 71

Dear Shareholder
Roles and responsibilities
The Nomination Committee considers the structure, size and
composition of the Board, advising on succession planning and
making appropriate recommendations to ensure the Board
retains the appropriate level of diversity, skills and experience.
The Committee is also responsible for reviewing the Group’s
talent planning and leadership needs.
Terms of reference (ToR)
Our role and responsibilities are set out in the ToR which 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.
Governance
All members, excluding the Chairman are independent
Non-Executive Directors, as required under its ToR and also
the Code. During 2013 Ian Dyson and Jill McDonald joined
the Committee. All members have the experience and
expertise necessary to meet the Committee’s responsibilities.
Patrick Cescau would not chair the Committee when it is
considering matters relating to his position. In these circumstances,
David Kappler, Senior Independent Non-Executive Director,
would act as Chairman of the Committee.
2013 Board appointments
The Committee considered a number of Board appointments
in 2013. External search agents, Egon Zehnder International,
who have no connection to IHG, were engaged to assist in finding
two new Non-Executive Directors. The search was undertaken
against detailed job specifications setting out the particular skills,
knowledge and experience required for these particular positions.
The Committee considered and nominated Jill McDonald and
Ian Dyson as Non-Executive Directors, who were appointed
by the Board, effective from 1 June 2013 and 1 September 2013
respectively. Paul Edgecliffe-Johnson was considered and
nominated as Chief Financial Officer by the Committee and
subsequently appointed by the Board, effective 1 January 2014.
David Kappler will step down as Audit Committee Chairman and
retire from the Board during 2014. In February 2014 the Committee
considered and nominated Dale Morrison as Senior Independent
Non-Executive Director and Ian Dyson as Audit Committee Chairman.
Committee meetings
In 2013, the Committee met on five occasions and considered
executive succession planning and refreshment of the Board.
Key issues discussed in 2013 meetings
The Committee discussed, amongst others, the following matters:
Date Key issues discussed
15 February • Considered the appointment of Kenneth
Macpherson as Chief Executive Officer, Greater
China and Keith Barr as Chief Commercial Officer
• Recommended the Board for re-election at the AGM
• Discussed succession planning for a Non-Executive
Director and a new Audit Committee Chairman
• Conducted the annual review of the composition, skills,
diversity, knowledge and experience of the Board
• Reviewed the performance appraisals for members
of the Executive Committee
3 May • Recommended to the Board the appointment
of Jill McDonald as Non-Executive Director
• Received an update on Board succession planning
18 June • Reviewed Executive Committee development,
succession planning and the talent pool
• Received an update on succession planning for
the Audit Committee Chairman
2 August • Recommended to the Board the appointment of Ian
Dyson as Non-Executive Director
• Discussed the Board’s future skills gap and matched
these with existing Director’s skills
• Discussed the Chief Executive Officer’s mid-year
appraisal
5 December • Considered and recommended the appointment of
Paul Edgecliffe-Johnson as Chief Financial Officer
Succession planning
Independent consultants are engaged for all Non-Executive
Director appointment searches. The Committee remains focused,
on behalf of the Board, on Board succession planning for both
Executive and Non-Executive Directors.
During 2013, the Committee worked with senior management to
review and strengthen the talent pool within the business and the
appointment of Paul Edgecliffe-Johnson as Chief Financial Officer
demonstrates the strength of our succession planning. A number of
new senior hires were made in both global and regional leadership
positions, further strengthening our internal pipeline.
Board diversity
We recognise the value of diversity in its broadest sense and,
whilst all appointments are made on merit, we seek to ensure
the Board maintains an appropriate balance through a diverse
mix of skills, experience, knowledge and background.
We support the aspirations of the UK Lord Davies Report on ‘Women
on Boards’ including the representation of women at the highest
level in the organisation. Wecurrently have four women on the Board
(31%) and two on the Executive Committee (18%).
Further information on diversity across the Group can be found on page 23.
Key priorities for the Committee in 2014
The Committee will consider enhancements to the Board and
Committees and as Chairman of the Committee, I am committed
to ensuring that we continue to look for the right capabilities and
competencies for the future, looking in particular in areas such
as guest-facing technology.
Patrick Cescau, Chairman of the Nomination Committee
17 February 2014
Committee membership
Patrick Cescau Chairman
Members
Ian Dyson, David Kappler, Jennifer Laing, Jonathan Linen,
Jill McDonald, Luke Mayhew, Dale Morrison, Ying Yeh
For full biographies see pages 57 to 59.
Governance 69
OVERVIEW STRATEGIC REPORT GOVERNANCE
GROUP FINANCIAL STATEMENTS
PARENT COMPANY FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Nomination Committee Report