Holiday Inn 2014 Annual Report Download - page 76

Download and view the complete annual report

Please find page 76 of the 2014 Holiday Inn annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 190

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190

Director and Executive Committee shareholdings
As at 16 February 2015, Directors and Executive Committee
members had the same number of beneficial interests in
shares as at 31 December 2014, as set out in the table below.
These shareholdings include all Directors’ beneficial interests
and those held by their spouses and other connected persons.
As at 16 February 2015, no Director or Executive Committee
member held more than 0.2% of the total issued share capital.
None of the Directors have a beneficial interest in the shares
of any subsidiary. The shareholdings set out below do not include
Executive Directors’ or Executive Committee members’ share
awards under IHG’s share plans. These are set out separately in
the Directors’ Remuneration Report on page 88 for the Executive
Directors and on page 166 for Executive Committee members.
Directors
As at
31 December 2014
ordinary shares
As at
31 December 2013
ordinary shares
Patrick Cescau
(Chairman) -
Richard Solomons
(Chief Executive Officer) 382,533 371,198
Senior Independent Non-Executive Director
David Kappler1n/a 1,308
Dale Morrison 3,90724,2332
Executive Directors
Paul Edgecliffe-Johnson310,583 n/a
Kirk Kinsell4117,6405 127,4446
Tracy Robbins 51,418 85,703
Tom Singer3n/a 54,386
Non-Executive Directors
Ian Dyson -
Jo Harlow7-n/a
Jennifer Laing 2,905 3,148
Jonathan Linen86,32526,8532
Luke Mayhew 1,722 1,866
Jill McDonald -
Ying Yeh -
Executive Committee
Keith Barr 22,522 24,399
Angela Brav 32,724 19,286
Elie Maalouf9-n/a
Kenneth Macpherson 7,472 1,797
Eric Pearson 1,998 65,293
Jan Smits 30,476 106,350
George Turner -3,277
1 David Kappler retired as a Non-Executive Director effective as of 31 May 2014.
2 Shares held in the form of American Depositary Receipts.
3 Paul Edgecliffe-Johnson was appointed as Chief Financial Ofcer effective as
of 1 January 2014 following the resignation of Tom Singer effective as of the
same date.
4 Kirk Kinsell resigned as Executive Director effective as of 13 February 2015.
5 117,092 ordinary shares and 548 American Depositary Receipts.
6 126,850 ordinary shares and 594 American Depositary Receipts.
7 Jo Harlow was appointed as a Non-Executive Director effective as of
1 September 2014.
8 Jonathan Linen retired as a Non-Executive Director effective as of
31 December 2014.
9 Elie Maalouf was appointed to the Executive Committee effective as of
13 February 2015.
Future business developments of the Group
Further details on these are set out in the Strategic Report
on pages 2 to 51.
Employees and Code of Conduct
Details of the average number of people IHG employed as at
31 December 2014 and the number of people working across
the whole estate are set out on page 23.
We continue to focus on providing an inclusive environment,
in which employees are valued for who they are and what they
bring to the Group, and in which talented individuals are retained
through all levels of the organisation – see page 62 for our
Global Diversity and Inclusion Policy.
We also look to appoint the most appropriate person for the job
and are committed to providing equality of opportunity to all
employees without discrimination. Every effort is made to ensure
that applications for employment from disabled employees are
fully and fairly considered and that disabled employees have equal
opportunities in training, career development and promotion.
The Code of Conduct applies to all Directors, ofcers and
employees and complies with the NYSE rules as set out in
section 406 of the US Sarbanes-Oxley Act 2002. Further details
can be found on page 174.
For more information on the Group’s employment policies, including
equal opportunities, employee communications and development,
see pages 23 to 25.
Greenhouse gas emissions
The disclosures concerning greenhouse gas emissions required
by law are included in the Strategic Report on page 25.
Finance
Political donations
The Group made no political donations under the Companies Act
during the year and proposes to maintain this policy.
Financial risk management
The Group’s financial risk management objectives and policies,
including its use of financial instruments, are set out in note 20
to the Group Financial Statements on pages 135 to 137.
Significant agreements and change of control provisions
The Group is a party to the following arrangements which could
be terminated upon a change of control of the Company and which
are considered significant in terms of their potential impact on the
business of the Group as a whole:
the five-year $1.07bn syndicated loan facility agreement dated
7 November 2011, under which a change of control of the
Company would entitle each lender to cancel its commitment
and declare all amounts due to it payable;
the seven-year £250m bond issued by the Company on
9 December 2009, under which, if the bonds credit rating
was downgraded in connection with a change of control, the
bond holders would have the option to require the Company
to redeem or, at the Company’s option, repurchase the
outstanding notes together with interest accrued;
74
IHG Annual Report and Form 20-F 2014
continuedDirectors’ Report