Holiday Inn 2014 Annual Report Download - page 57

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Remuneration
Committee
• Leads on and reviews
all aspects of
remuneration of the
Executive Directors
and Executive
Committee members,
and remuneration
policy for senior
executives.
• See pages 76 to 91.
Board
General
Purposes
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.
• Chaired by an Executive
Committee member
and comprises an
Executive Committee
member and senior
officer from an
agreed list.
Disclosure Committee
• Ensures proper procedures are in place for
information disclosures required pursuant to UK
and US accounting, statutory or listing requirements.
• Chaired by the Group’s Financial Controller and
comprises the Company Secretary and other
senior management.
• Reports to the Chief Executive Officer, the Chief
Financial Officer and the Audit Committee.
Executive
Committee
• Considers and manages
a range of strategic and
business issues facing
the Group.
• Monitors IHG’s
performance and is
authorised to approve
capital and revenue
investment within levels
agreed by the Board.
• Makes recommendations
to the Board on
significant decisions
requiring Board
approval.
• Chaired by the Chief
Executive Officer.
• For members, see
pages 60 and 61.
Nomination
Committee
• Leads on and examines
nominations and
appointments to
the Board and
its Committees,
and makes
recommendations
to the Board.
• Responsible for
reviewing the Group’s
leadership needs.
• See page 69.
Corporate
Responsibility
Committee
• Leads on corporate
responsibility
objectives and strategy,
and our approach to
sustainable
development.
• Reviews our impact
on the environment
and communities.
• Leads on IHG’s
stakeholder
engagement.
• See page 68.
Audit
Committee
• Leads on internal
controls and risk
management; financial
reporting; internal
audit; fraud and
whistleblowing and
external audit and
compliance.
• Maintains working
relationships with
management, Global
Internal Audit,
Disclosure Committee
and the external
Auditor.
• See pages 65 to 67.
Our Board and Committee governance structure
The Board leads the strategic direction and long-term objectives and success of the Group through effective oversight and review,
setting the Group’s strategic aims and monitoring the performance of the Group and its risk management controls.
A number of key decisions and matters are reserved for the Board’s approval and are not delegated to management, these include
matters related to Group business and commercial strategy; significant investment proposals; maintaining an overview and control
of the Group’s operating and financial performance; monitoring the Group’s overall system of internal controls and risk management
and governance and compliance.
The Board delegates certain responsibilities to its Committees, namely the Audit Committee, Corporate Responsibility Committee,
Nomination Committee and Remuneration Committee, to assist it in carrying out its functions.
Compliance and our dual listing
As a dual listed company with a premium listing on the London
Stock Exchange and a secondary listing on the New York Stock
Exchange, we are required to file both an Annual Report in the
UK, which complies with the Code, and an Annual Report on
Form 20-F in the US, which complies with the NYSE rules,
US securities laws and the rules of the Securities and Exchange
Commission (SEC).
For 2014, to ensure continued consistency of information
provided to both UK and US investors, we have for the second
time produced a combined Annual Report and Form 20-F.
As required by the SEC, a statement outlining the differences
between the Group’s UK corporate governance practices and
those followed by US companies can be found on pages
173 and 174.
Committee key
Board Committees
Management Committees
Matters reserved for the Board and each Committee’s
terms of reference are available on our website at:
www.ihgplc.com/investors under corporate governance.
55
STRATEGIC REPORT GOVERNANCE
GROUP
FINANCIAL STATEMENTS
PARENT COMPANY
FINANCIAL STATEMENTS
ADDITIONAL
INFORMATION
Corporate Governance