Holiday Inn 2013 Annual Report Download - page 74

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Directors
As at 31 December 2013
ordinary shares
As at 31 December 2012
ordinary shares
Chairman
Patrick Cescau1––
Chief Executive Officer
Richard Solomons 371,198 322,379
Executive Directors
Paul Edgecliffe-Johnson2––
Kirk Kinsell 127,4447155,628
Tracy Robbins 85,703 85,703
Tom Singer354,386 20,846
Senior Independent Non-Executive Director
David Kappler 1,308 1,308
Independent Non-Executive Directors
Ian Dyson4––
Jennifer Laing 3,148 3,148
Jonathan Linen56,853 6,853
Luke Mayhew 1,866 1,866
Jill McDonald6––
Dale Morrison54,233 4,233
Ying Yeh ––
Executive Committee
Keith Barr 24,399 24,399
Angela Brav 19,286 27,135
Kenneth Macpherson 1,797 –
Eric Pearson 65,293 101,914
Jan Smits 106,350 106,350
George Turner 3,277 3,277
1
Appointed as a Non-Executive Chairman on 1January2013.
2
Appointed as Chief Financial Officer on 1 January 2014 following the resignation
of Tom Singer.
3 Resigned on 1 January 2014.
4 Appointed as a Non-Executive Director on 1 September 2013.
5 Shares held in the form of American Depositary Receipts.
6 Appointed as a Non-Executive Director on 1 June 2013.
7 126,850 ordinary shares and 594 American Depositary Receipts.
2013 share awards and grants to employees
No awards or grants over shares were made during 2013 that
would be dilutive of the Company’s ordinary share capital. Current
policy is to settle the majority of awards or grants under the
Company’s share plans with shares purchased in the market,
however the Board continues to review its policy and will present
its Directors’ Remuneration Policy and Annual Report on
Directors’ Remuneration to shareholders for approval at the 2014
AGM. A number of options granted up to 2005 are yet to be
exercised and will be settled with the issue of new shares.
The Company has not utilised the authority given by shareholders
at any of its AGMs to allot shares for cash without first offering
such shares to existing shareholders.
Employee share ownership trust (ESOT)
IHG operates an ESOT for the benefit of employees and former
employees. The ESOT purchases shares in the market and releases
them to current and former employees in satisfaction of share
awards. During the year, the ESOT released 532,152 shares and
at31December 2013 it held 1,196,061 shares in the Company.
TheESOT adopts a prudent approach to purchasing shares,
usingfunds provided by the Group, based on expectations of
futurerequirements.
Much of the information previously provided as part of the
Directors’ Report is now required under Company Law to be
presented as part of the Strategic Report. This Directors’ Report
includes the information required to be given in line with the
Companies Act, or where provided elsewhere, an appropriate
cross reference is given. The Corporate Governance Statement
approved by the Board is provided on pages 56 to 72.
Subsidiaries, joint ventures and associated undertakings
The Group has over 290 subsidiary, joint venture and
associatedundertakings.
Directors
During 2013 the following individuals served as Directors:
Patrick Cescau, Richard Solomons, Kirk Kinsell, Tracy Robbins,
Tom Singer, David Kappler, Ian Dyson, Jennifer Laing, Jonathan
Linen, Luke Mayhew, Jill McDonald, Dale Morrison and Ying Yeh.
Tom Singer served until his resignation on 1 January 2014.
The biographies of the current Directors in office are given on
pages 57 to 59.
For further information on the annual re-election of Directors and
details on David Kappler’s resignation see page 61.
Articles
The Company’s Articles may only be amended by special
resolution. The Articles are available on the Company’s website
at www.ihgplc.com/investors under corporate governance and a
summary is provided on pages 169 to 170.
Shares
Share issues and buybacks
An ongoing $500m share buyback programme is currently in
place,which was announced on 7 August 2012 and commenced on
12November 2012. The share buyback authority remains in force
until the 2014 AGM, and a resolution to renew the authority will
be put to shareholders at that AGM.
In 2013, the following transactions in ordinary shares of
14194/329 pence each, took place which affected the Company’s
issued share capital (268,929,217 as at 31 December 2013):
Event Ordinary shares
Share plan exercises 604,146
Share buyback 9,773,912
Treasury shares 9,773,912
72 IHG Annual Report and Form 20-F 2013
Corporate Governance continued
Directors’ Report