Holiday Inn 2015 Annual Report Download - page 54

C
C
C
ha
i
i
rm
a
a
n’s
o
v
v
er
v
v
ie
w
reflecting 50 per cent female representation. During 2015, we said
goodbye to Kirk Kinsell as he departed IHG in February, and, in March,
we were delighted to welcome Anne Busquet as a new Non-Executive
Director. Anne’s impressive experience, predominantly in the financial,
branded and digital-commerce sectors, is a real asset to the Board.
We were also very sorry to lose Tracy Robbins from the Board, as
she stepped down from her role as Executive Vice President, Human
Resources, on 15 January 2016 for health reasons. Tracy has made
a tremendous contribution to the Board over the years, and we wish her
all the best for the future.
Jennifer Laing and Ying Yeh will also retire from the Board following the
AGM on 6 May 2016. On behalf of IHG I would like to thank both Jennifer
and Ying for their invaluable contributions to IHG over the years, having
served on the Board for 10 and eight years respectively. Jill McDonald,
a Non-Executive Director, will succeed Jennifer as Chairman of the
Corporate Responsibility Committee. We wish Jennifer and Ying all
the very best for the future.
Further details of our Board structure and composition can be found
on pages 53 to 57, and details of our approach to succession planning
are located in the Nomination Committee Report on page 65.
Diversity
We are proud to be a diverse company and value the benefits that
diversity brings. We approach diversity in its widest sense because
we believe that, by ensuring that different genders, backgrounds, ages
and nationalities are appropriately represented, both in the composition
of the Board and throughout the organisation as a whole, we ensure that
corporate decision-making is informed by the widest possible range of
knowledge, skills and experience. While recent changes to the Board
have reduced the level of female representation, our commitment to
diversity is undiminished. Please refer to page 65 for more details.
Training, development and Board performance review
The Board’s training needs are reviewed regularly as part of our
agenda-setting and the annual Board performance review process.
In 2015, the Directors received training on a variety of topics, including
updates on technology, accounting and anti-bribery, in addition to
regular briefings on legal and corporate governance developments.
Directors who are newly appointed to the Board undergo a full induction
programme that is tailored to their personal requirements. Further
information about inductions for new Directors, including details of
Anne Busquet’s induction programme, and our ongoing training
arrangements for all Directors can be found on page 59. In 2015
we conducted an internal assessment of the Board’s performance,
supported by an external facilitator. More information on the
Board’s annual effectiveness evaluation, including the process,
our performance against our 2014 action plan, and the
recommendations made for 2016, is on page 60.
Priorities for 2016
This year, we will continue to drive the execution of our strategy, and
increase our speed and agility in anticipating and responding to the
challenges and opportunities facing us. The Board’s agenda over the
coming year will allow continued focus on shaping how we deploy our
strategy, including the evolution of our brand portfolio and our emphasis
on meaningful and sustainable growth.
Patrick Cescau
Non-Executive Chairman
22 February 2016
Dear Shareholder
We pride ourselves on our commitment to maintaining the highest
standards of corporate governance. We firmly believe that good
corporate governance is about fostering the right behaviours, and that
it underpins our long-term success. Our governance framework, which
is led by the Board, supports IHG’s values, culture and commitment to
conducting business responsibly. We have in place strong and effective
practices and policies, and a robust system of governance, to maintain
sound and effective controls and internal reporting. This facilitates a
strong flow of information and enhanced communication at all levels
across the Group.
The Board is responsible and accountable for the long-term success
of the Group. It leads the Group’s strategic direction and long-term
objectives and monitors Group performance, risk and internal
management controls through effective oversight and review. In doing
so, the Board considers both what we aim to deliver as a company and
how we deliver it, recognising the importance of instilling a culture of
strong values, ethics and integrity.
The Board’s annual agenda is carefully planned, allowing time to
consider and review strategic, operational, financial and performance-
related agenda items. See pages 60, 61 and 67 for details of the items
discussed by the Board during the year, and the information and
support provided to the Board to ensure meetings are run effectively.
Compliance and our dual listing
As a dual-listed company with a premium listing on the London Stock
Exchange and a secondary listing on the New York Stock Exchange,
we are required to file both an Annual Report in the UK and an Annual
Report on Form 20-F in the US. Our statement of compliance with the
UK Corporate Governance Code (the Code) is located on pages 66 and
67. I am pleased to report that, during 2015, we complied fully with all
principles and provisions of the Code, with the exception of the provision
relating to audit tendering (see page 66), as we believe that it would not
be in the best interests of the Group to undertake an audit tender at this
time (see pages 62 to 63).
To ensure continued consistency of information provided to both UK
and US investors for 2015, we have again produced a combined Annual
Report and Form 20-F this year. As required by the SEC, a statement
outlining the differences between the Group’s UK corporate governance
practices and those followed by US companies is located on pages
167 and 168.
Governance structure and Board composition
As of 31 December 2015, the Board comprised eight Non-Executive
Directors, myself as Chairman, and three Executive Directors,
Our governance framework supports
IHG’s values, culture and commitment
to doing business responsibly.”
52 IHG Annual Report and Form 20-F 2015