Holiday Inn 2014 Annual Report Download - page 72

Statement of compliance with the UK Corporate Governance Code
Senior Independent Non-Executive Director
As Senior Independent Non-Executive Director, Dale Morrison is
available to liaise with shareholders who have concerns that they
feel have not been addressed through the normal channels of the
Chairman, Chief Executive Officer and other Executive Directors.
He also leads the annual performance review of the Chairman
with the other Non-Executive Directors, and provides advice
and judgement for the Chairman as necessary.
After each Board meeting, our Non-Executive Directors and
the Chairman meet without Executive Directors being present.
During the year, if any Director has unresolved concerns about the
running of IHG or a proposed action, these would be recorded
in the minutes of the meeting.
Further information on each of these roles can be found on our
website at www.ihgplc.com/investors under corporate governance.
B. Effectiveness
B.1 The composition of the Board
The size and composition of the Board is regularly reviewed
for the appropriate balance of skills, experience, independence
and knowledge to ensure it can carry out its duties and
responsibilities effectively.
The Board’s current composition meets the requirement under the
Code for at least half of the Board, excluding the Chairman, to be
independent Non-Executive Directors (see page 61). Further details
of the composition of the Board are available on pages 57 to 59.
Jennifer Laing has served on the Board for over nine years
and the Nomination Committee has specifically reviewed her
independence and is satisfied that she continues to demonstrate
independence in character and judgement and is independent
as required under the Code. The Board has also considered this
and reached the same conclusion.
B.2 Appointments
The Board has delegated a number of responsibilities to the
Nomination Committee. The Nomination Committee leads the
appointment of new Directors to the Board and senior executives
in accordance with its terms of reference (available on our website
at www.ihgplc.com/investors under corporate governance/
committees or from the Company Secretary’s office on request)
and supports the Board in succession planning. Further details
of the role of the Nomination Committee and what it did in 2014,
including details of the appointment process of Directors, are set
out in the Nomination Committee Report on page 69. The overall
process of appointment and removal of Directors is overseen by
the Board as a whole.
As Ying Yeh and Jennifer Laing have been on the Board for over six
years, their continued appointments were the subject of particular
review and scrutiny by the Nomination Committee and the Board.
Our statement of compliance presents a summary of how the Group has implemented the principles and provisions laid down in the
UK Corporate Governance Code as published in September 2012 (the Code). This should be read in conjunction with the Corporate
Governance Statement (pages 54 to 72) and the Directors’ Remuneration Report as a whole. The Code is available to view in full on the
Financial Reporting Council website (www.frc.org.uk).
The Board considers that the Group has complied in all material respects with the Code for the year ended 31 December 2014 with the
exception of Code provision C.3.7, which requires external audit contracts to be put to tender at least every 10 years. The Group has not
re-tendered within that period, but the Audit Committee monitors this in line with legislation (further details are provided on pages
66 and 67).
A. Leadership
A.1 The role of the Board
The Board leads IHG’s strategic direction and the long-term
objectives and success of the Group. It approves strategic plans
and capital and revenue budgets, and reviews significant
investment proposals, maintaining an overview and control of
IHG’s operating and financial performance. It monitors the Group’s
overall system of internal controls and risk management,
governance and compliance, considering regulatory changes and
developments (where appropriate), while ensuring that the
necessary financial and human resources are in place for the
Group to meet its objectives. Decisions and matters reserved for
the Board and not delegated to management are available on our
website at www.ihgplc.com/investors under corporate governance.
The Board meets formally eight times each year, with additional
meetings scheduled as necessary. One of the meetings includes
a two-day strategy meeting, in which the Board considers the
Group’s strategy and related issues. Details of 2014 Board
meetings are set out on page 56. The attendance by Committee
members at Committee meetings can be found in each of their
respective reports.
All Directors are covered by the Group’s Directors’ & Officers’
Liability Insurance policy (see page 72).
A.2 Division of responsibilities
The roles of the Chairman and Chief Executive Officer are
clearly established.
Chief Executive Officer
As Chief Executive Officer, Richard Solomons leads the development
of the Company’s strategic direction and implementation of the
agreed strategy. He oversees IHG’s business operations and
manages its risks as well as building and leading an effective
Executive Committee.
A.3 The Chairman
As Chairman of the Board, Patrick Cescau leads the operation
and governance of the Board and its Committees as well as
building and maintaining an effective Board. This includes
ensuring that Directors receive timely, accurate and clear
information on the Group’s business and that all Directors
are fully informed of relevant matters. The Chairman oversees
corporate governance matters, ensuring they are addressed,
and leads the performance and effectiveness evaluations of
the Board, its Committees and the Directors.
The Chairman was independent on appointment.
A.4 Non-Executive Directors
As a strong source of advice and judgement for IHG, our
Non-Executive Directors constructively challenge and help develop
proposals on strategy. They provide significant external commercial
experience and a broad range of skills for the Board to draw on.
70
IHG Annual Report and Form 20-F 2014
continuedCorporate Governance