Holiday Inn 2015 Annual Report Download - page 154

Directors’ Report
Major institutional shareholders
As at 22 February 2016, the Company had been notified of the following
significant holdings in its ordinary shares under the UK Disclosure and
Transparency Rules (DTRs).
As at
22 February
2016
As at
16 February
2015
As at
17 February
2014
Shareholder
Ordinary
shares
/ADSsa%a
Ordinary
shares
/ADSsa%a
Ordinary
shares
/ADSsa%a
BlackRock,
Inc.
12,916,001b 5.47 n/a n/a 13,061,965 5.01
Cedar Rock
Capital
Limited
14,923,417 5.07 14,923,417 5.07 14,923,417 5.07
Boron
Investments
BV
11,850,000 5.02 7,500,000 3.18 n/a n/a
The Capital
Group
Companies,
Inc.
n/a n/a 8,557,888 3.30 8,557,888 3.30
a The number of shares and percentage of voting rights was determined at the time of the
relevant disclosures made in accordance with Rule 5 of the DTRs and doesn’t reflect the
impact of any share consolidation or any changes in shareholding subsequent to the date
of notification that are not required to be notified to us under the DTRs.
b Total shown includes 475,102 contracts for difference and 440,015 qualifying financial
instruments to which voting rights are attached.
The Company’s major shareholders have the same voting rights as
other shareholders. The Company does not know of any arrangements
the operation of which may result in a change in its control.
For further details on shareholder profiles, see page 172.
2015 share awards and grants to employees
No awards or grants over shares were made during 2015 that would
be dilutive of the Company’s ordinary share capital. Our current policy
is to settle the majority of awards or grants under the Company’s
share plans with shares purchased in the market; however, the Board
continues to review its policy. Those options, which were previously
granted up to 2005, have now all been exercised or have lapsed and,
therefore, as at 31 December 2015, no options were outstanding.
The Company has not utilised the authority given by shareholders
at any of its AGMs to allot shares for cash without first offering such
shares to existing shareholders.
Employee share ownership trust (ESOT)
IHG operates an ESOT for the benefit of employees and former
employees. The ESOT purchases ordinary shares in the market and
releases them to current and former employees in satisfaction of share
awards. During the year, the ESOT released 1,580,314 shares and at
31 December 2015 it held 976,122 ordinary shares in the Company.
The ESOT adopts a prudent approach to purchasing shares, using funds
provided by the Group, based on expectations of future requirements.
Much of the information previously provided as part of the Directors’
Report is now required, under company law, to be presented as part
of the Strategic Report. This Directors’ Report includes the information
required to be given in line with the Companies Act or, where provided
elsewhere, an appropriate cross reference is given. The corporate
governance statement approved by the Board is provided on pages
52 to 67 and incorporated by reference herein.
Subsidiaries, joint ventures and associated undertakings
The Group has over 300 subsidiaries, joint ventures and associated
undertakings. A complete list of these entities is provided at note 33
of the Group Financial Statements on pages 140 to 141.
Directors
For biographies of the current Directors see pages 55 to 57.
Directors’ and officers’ (D&O) liability insurance and existence
of qualifying indemnity provisions
The Company maintains the Group’s D&O liability insurance policy,
which covers Directors and officers of the Company defending civil
proceedings brought against them in their capacity as Directors or
officers of the Company (including those who served as Directors or
officers during the year). There were no indemnity provisions relating
to the UK pension plan for the benefit of the Directors during 2015.
Articles of Association
The Company’s Articles of Association may only be amended by
special resolution and are available on the Company’s website at
www.ihgplc.com/investors under corporate governance. A summary
is provided on pages 161 to 162.
Shares
Share capital
The Company’s issued share capital at 31 December 2015 consisted
of 247,655,712 ordinary shares of 15265/329 pence each, including
11,538,456 shares held in treasury, which constitute 4.66 per cent
of the total issued share capital (including treasury shares). There
are no special control rights or restrictions on share transfers or
limitations on the holding of any class of shares.
As far as is known to management, IHG is not directly or indirectly
owned or controlled by another company or by any government.
The Board focuses on shareholder value-creation. When it decides
to return capital to shareholders, it considers all of its options,
including share buybacks and special dividends.
Share issues and buybacks
In 2015, the Company did not issue any new shares, nor did it buy back
any existing shares.
Dividends
Dividend Ordinary shares ADRs
Interim dividend
Paid 2 October 2015
17.7p 27.5¢
Final dividend
Subject to shareholder approval,
payable on 13 May 2016 to
shareholders on the Register
of Members at the close
of business on 1 April 2016
40.3p 57.5¢
152 IHG Annual Report and Form 20-F 2015