Holiday Inn 2015 Annual Report Download - page 170

Shareholder information continued
Chairman and Chief Executive Officer
The Code recommends that the chairman and chief executive officer
should not be the same individual to ensure that there is a clear
division of responsibility for the running of the Company’s business.
There is no corresponding requirement for US companies. The roles
of Chairman and Chief Executive Officer were, as at 22 February 2016
and throughout 2015, fulfilled by separate individuals.
Committees
The Company has a number of Board Committees which are similar
in purpose and constitution to those required for domestic companies
under NYSE rules. The NYSE requires US companies to have both
remuneration and nominating/corporate governance committees
composed entirely of independent directors, as defined under the
NYSE rules. The Company’s Nomination Committee consists only of
Non-Executive Directors and the Company’s Audit and Remuneration
Committees consists entirely of Non-Executive Directors who are
independent under the standards of the Code, which may not
necessarily be the same as the NYSE independence standards.
The nominating/governance committee is responsible for identifying
individuals qualified to become Board members and to recommend
to the Board a set of corporate governance principles. As the Company
is subject to the Code, the Company’s Nomination Committee is only
responsible for nominating, for approval of the Board, candidates for
appointment to the Board, though it also assists in developing the role
of the Senior Independent Non-Executive Director. The Company’s
Nomination Committee consists of the Chairman and all the
Independent Non-Executive Directors.
The Chairman of the Company is not a member of either the
Remuneration or the Audit Committee. As set out on page 62,
the Audit Committee is chaired by an Independent Non-Executive
Director who, in the Board’s view, has the experience and
qualifications to satisfy the criterion under US rules for an
‘audit committee financial expert’.
Non-Executive Director meetings
Non-management directors of US companies must meet on a regular
basis without management present, and independent directors must
meet separately at least once per year. The Code requires: (i) the
Board Chairman to hold meetings with the Non-Executive Directors
without the Executive Directors present; and (ii) the Non-Executive
Directors to meet at least annually without the Chairman present to
appraise the Chairman’s performance. The Company’s Non-Executive
Directors have met without Executive Directors being present, and
intend to continue this practice, after every Board meeting if possible.
Shareholder approval of equity compensation plans
The NYSE rules require that shareholders must be given the
opportunity to vote on all equity compensation plans and material
revisions to those plans. The Company complies with UK requirements
which are similar to the NYSE rules. The Board does not, however,
explicitly take into consideration the NYSE’s detailed definition of
‘material revisions’.
Code of Conduct
The NYSE requires companies to adopt a code of business conduct
and ethics, applicable to directors, officers and employees. Any
waivers granted to directors or officers under such a code must
be promptly disclosed. As set out on page 153, IHG’s Code of Conduct
is applicable to all Directors, officers and employees, and further
information on the Code of Conduct is available on the Company’s
website at www.ihgplc.com/investors under corporate governance.
No waivers have been granted under the Code of Conduct.
Compliance certification
Each chief executive of a US company must certify to the NYSE each
year that he or she is not aware of any violation by the Company of any
NYSE corporate governance listing standard. As the Company is a
foreign private issuer, the Company’s Chief Executive Officer is not
required to make this certification. However, he is required to notify
the NYSE promptly in writing after any of the Company’s executive
officers become aware of any non-compliance with those NYSE
corporate governance rules applicable to the Company.
168 IHG Annual Report and Form 20-F 2015