Holiday Inn 2014 Annual Report Download - page 58

What did the Board consider at its 2014 meetings
Strategy
The Board spends a substantial amount of time considering
Group strategy. In addition to its annual strategy meeting,
time was spent in 2014 discussing strategic areas and business
updates, including:
• IHG strategic updates and priorities;
• industry and consumer updates;
• brands, regional and functional updates;
• implementation of our commercial strategy, which includes
focusing on our preferred brands, our loyalty programme
and our channel management and distribution strategy;
• development of our technological platforms; and
• consideration and approval of the acquisition of Kimpton
Hotels & Restaurants, in line with our strategy.
Annual strategy meeting
We held our 2014 annual two-day strategy meeting in Singapore.
This included:
• a review of industry trends, competitors and consumer trends;
• an in-depth discussion of our Group strategy and progress
on its implementation;
• an in-depth review of the performance, opportunities and
challenges in our AMEA and Greater China regions;
• meeting with AMEA Regional Operating Committee members,
which comprises senior management in this region;
• visiting our corporate office in Singapore; and
• attending an informal evening event with the Singapore office
and 30 members of the IHG I-Grad Future Leaders Programme.
A third day was added to give the Board the opportunity to visit
hotels across our brand portfolio in Singapore and interact with
general managers of our hotels and their teams.
Governance
• Reviewed our internal controls and risk management
processes including the Major Risk Review, a Risk
Management Effectiveness Review and updates on
our global insurance programme.
• Discussed the composition and succession planning of the
Board and its Committees and approved Dale Morrison
becoming Senior Independent Non-Executive Director,
Ian Dyson becoming Chairman of the Audit Committee and
the appointment of Jo Harlow as a new Non-Executive Director.
• Reviewed the externally conducted 2013 Board performance
evaluation and agreed the action plan for 2014.
• Considered the performance of each of the Board Committees,
concluding each remained effective and reviewed each of their
terms of reference, updating these as required.
• Received updates on the deliberations of each of the Board
Committees (see each of their reports on their key activities
and priorities during 2014).
• Updated on upcoming legislative and regulatory changes
affecting our business and the Board and its Committees across
areas including corporate reporting, governance guidelines,
and institutional investor reports.
Investor relations
• Reviewed and approved a $750 million return to shareholders.
• Discussed reports on investor perceptions and shareholder
relations, and considered analysts reports and media updates.
Regular agenda items
As part of general monitoring of the Group and its compliance
with the governance framework, certain matters are regularly
included on Board meeting agendas. These include an update
on the business from the Chief Executive Officer, finance updates
from the Chief Financial Officer (which includes a financial review
of the Group), and deep dives on each region and function
presented by Executive Committee members and other senior
management.
Meetings without Executive Directors
During 2014, at the end of each Board meeting, our Non-Executive
Directors met with the Chairman without the Executive Directors
present. They also regularly met with the Chief Executive Officer
without the other Executive Directors present.
The Board held eight scheduled meetings during 2014
and attendance by each Director is set out in the table below.
Attendance at Committee meetings is indicated in each
Committee report. Unless otherwise indicated, all Directors
held office throughout the year.
2014 Board meetings
Board membership and attendance
Director Attendance
Patrick Cescau (Chairman) 8/8
Richard Solomons (Chief Executive Officer) 8/8
Executive Directors
Paul Edgecliffe-Johnson18/8
Kirk Kinsell 8/8
Tracy Robbins 7/82
Non-Executive Directors
Ian Dyson 8/8
Jo Harlow (appointed 1 September 2014) 3/3
David Kappler (retired 31 May 2014) 3/3
Jennifer Laing 8/8
Jonathan Linen (retired 31 December 2014) 7/82
Luke Mayhew 8/8
Jill McDonald 7/82
Dale Morrison
(Senior Independent Non-Executive Director) 8/8
Ying Yeh 8/8
Total meetings held 8
1 Tom Singer resigned and Paul Edgecliffe-Johnson became Chief Financial
Officer effective as of 1 January 2014.
2 Tracy Robbins missed one Board meeting due to health reasons and
Jonathan Linen and Jill McDonald missed one Board meeting due
to a prior commitment known to the Board in advance.
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IHG Annual Report and Form 20-F 2014
continuedCorporate Governance