Holiday Inn 2013 Annual Report Download - page 98

Payments to past Directors (audited information)
In February 2013, Andrew Cosslett received 80,403 shares when
the 2010/12 LTIP vested. These relate to awards made while
Andrew Cosslett was Chief Executive Officer. The share price at
vesting on 20 February 2013 was 1,953p.
Sir Ian Prosser, who retired as a Director on 31 December 2003,
had an ongoing healthcare benefit of £1,379 during the year.
Payments for loss of office (audited information)
There were no payments made for loss of office in 2013.
Voting at IHG Annual General Meetings
At IHG’s most recent AGMs, the annual advisory vote in respect of
the Directors’ Remuneration Report was as follows:
AGM Votes for Votes against Abstentions
2013 160,795,577
(85.73%)
26,762,429
(14.27%) 1,226,617
2012 203,110,989
(95.46%)
9,651,718
(4.54%) 1,750,533
2011 180,843,226
(96.24%)
7,062,882
(3.76%) 9,927,433
The vote at the 2011 AGM related to the 2010 Remuneration Report,
which contained details of the introduction of new LTIPmeasures
for the 2011/13 cycle (relative net rooms and RevPAR growth).
Special dividends paid to Executive Directors
The Company paid special dividends to its shareholders on
22October 2012 and 4 October 2013.
The 2012 special dividend was accompanied by a share
consolidation in order to maintain comparability (as far as
possible) of the share price before and after the payment of
the special dividend. Neither LTIP award holders nor IHG
Executive Share Option Plan holders were entitled to receive
the special dividend. Executive Directors holding forfeitable
shares under theABP (the predecessor plan to the APP) received
the specialdividend and their share awards were subject to
the shareconsolidation.
The 2013 special dividend was not accompanied by a share
consolidation. Neither LTIP award holders nor IHG Executive Share
Option Plan holders were entitled to receive the special dividend.
Executive Directors holding forfeitable shares under theABP
received the special dividend.
Kirk Kinsell holds some of his ABP deferred shares in the form
of conditional awards, which were not eligible to receive the
special dividend, rather than forfeitable shares. To ensure equity
of treatment with other Executive Committee members, a dividend
equivalent was paid in respect of these awards to Kirk Kinsell.
Single total figure of remuneration: Non-Executive Directors (audited information)
Fees (£000) Benefits6(£000) Total (£000)
Non-Executive Director 2013 2012 2013 2012 2013 2012
Patrick Cescau1400 nil 14 nil 414 nil
David Webster2nil 406 nil 12 nil 418
Ian Dyson323 nil 1nil 24 nil
David Kappler 109 105 22111 107
Jennifer Laing 80 78 2382 81
Jonathan Linen 69 66 90 64 159 130
Jill McDonald440 nil 3nil 43 nil
Luke Mayhew 91 88 2293 90
Dale Morrison 69 66 22 16 91 82
Ying Yeh 69 66 72 11 141 77
Graham Allan5nil 31 nil nil nil 31
1 Patrick Cescau was appointed as Chairman of the Board on 1 January 2013.
2 David Webster retired as Chairman of the Board on 31 December 2012.
3 Ian Dyson was appointed as a Non-Executive Director on 1 September 2013.
4 Jill McDonald was appointed as a Non-Executive Director on 1 June 2013.
5 Graham Allan resigned as Non-Executive Director on 15 June 2012.
6
Benefits include taxable travel and accommodation expenses to attend Board meetings away from home location; under concessionary HM Revenue & Customs
rules, non-UK based Non-Executive Directors (Jonathan Linen, Dale Morrison and Ying Yeh) are not subject to tax on travel expenses for the first five years.
Non-Executive Directors are paid a fee which is agreed by the Executive Directors and the Chairman of the Board, taking into account
fees paid in other companies of similar complexity. These fees also reflect the time commitment and responsibilities of the roles.
Accordingly, higher fees are payable to the Senior Independent Non-Executive Director and Chairman of the Audit Committee (David
Kappler) and the Chairmen of the Remuneration (Luke Mayhew) and Corporate Responsibility Committees (Jennifer Laing). The
Chairman’s fees are agreed by the Committee.
Non-Executive Directors’ fee levels are reviewed annually.
96 IHG Annual Report and Form 20-F 2013
Directors’ Remuneration Report continued
Annual Report on Directors’ Remuneration continued