Holiday Inn 2015 Annual Report Download - page 69

B.5 Information and support
The Chairman and the Company Secretary together ensure a good flow
of information to the Board and its Committees and between the Executive
Committee and the Non-Executive Directors. The Directors receive the
administrative and logistical support of a full-time board executive
assistant to ensure that each meeting is well organised. The Company
Secretary also ensures that all Directors and Board Committees have
access to independent advice and sufficient resources, at the expense
of the Group when requested, and where it is necessary to discharge
their responsibilities and statutory duties as Directors.
The role of the Company Secretary
George Turner, as Company Secretary, ensures a good flow of timely
information to the Board and its Committees and between the Executive
Committee and the Non-Executive Directors. He facilitates all new Director
inductions. He advises the Board on corporate governance matters and
keeps all Directors up to date on all relevant legal, regulatory and other
developments. The appointment and removal of the Company Secretary
is a matter for the Board as a whole.
B.6 Evaluation
The Board undertakes either an internal or external annual Board
effectiveness evaluation to inform further enhancements to our Board
processes. It was last carried out externally in 2013 and, in 2015, it was
carried out internally with external support. Performance evaluations of
all Directors, including the Chairman, are also carried out and the Board
considers the effectiveness of each of its Committees. See page 60 for
further details.
B.7 Re-election
The Company’s amended Articles of Association, approved by our
shareholders on 28 May 2010 (see page 152), provide that each Director
is subject to election at the first AGM following their appointment and
re-election at least every three years if they wish to continue serving
in office.
However, in accordance with the recommendations of the Code, the
Directors retire and seek election or re-election at each AGM. All of the
Directors (biographies set out on pages 55 to 57) will retire and seek
election or (other than Jennifer Laing and Ying Yeh) re-election at the
2016 AGM.
C. Accountability
C.1 Financial and business reporting
Our Statement of Directors’ Responsibilities (including the Board’s
statement confirming that it considers that the Annual Report and Form
20-F, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group’s position
and performance, business model and strategy) is set out on page 80.
The status of IHG as a going concern is set out in the Directors’ Report
on page 155. An explanation of the Group’s performance, business model,
strategy and the risks and uncertainties relating to IHG’s prospects,
including the viability of the Group, is set out in the Strategic Report
on pages 2 to 49.
The statement from our Auditor, Ernst & Young LLP, about its reporting
responsibilities is set out on pages 81 to 86.
C.2 Risk management and internal control
The Board has ultimate responsibility for determining the nature
and extent of the risk the organisation is willing to take in achieving
its strategic objectives.
The Directors have carried out a robust assessment of the principal risks
facing the Group, including those that would threaten its business model,
future performance, solvency or liquidity (see pages 26 and 27 for further
details of the principal risks). The Board and Audit Committee monitor the
Group’s risk management and internal controls systems and conduct an
annual review of the effectiveness of the Group’s system of internal
controls and risk management. Throughout the year, the Board has
directly, and through delegated authority to the Executive Committee
and the Audit Committee, overseen and reviewed all material controls,
including financial, operational and compliance controls.
The Board confirms that, in respect of the Group’s risk management and
internal control systems: (i) there is an ongoing process for identifying,
evaluating and managing the principal risks faced by the Group; (ii) the
systems have been in place for 2015 and up to 22 February 2016; (iii) they are
regularly reviewed by the Board and Audit Committee; and (iv) the systems
accord with the FRC guidance on risk management, internal control and
related financial and business reporting.Further details are set out in the
Strategic Report on pages 25 to 27, and also in the Audit Committee Report
on pages 62 and 63.
Details of the Directors’ assessment of the prospects of the Group are set
out on pages 27.
C.3 Audit Committee and Auditor
The Board has delegated a number of responsibilities to the
Audit Committee. The Committee comprises entirely Independent
Non-Executive Directors, with at least one member having recent and
relevant financial experience. The Committee reviews the effectiveness
and independence of the relationship between Ernst & Young LLP and the
Group annually and monitors and reviews the effectiveness of the Global
Internal Audit function. Further details of its role, responsibilities and
activities in 2015 are set out in the Audit Committee Report on pages 62 and
63. The Audit Committee’s terms of reference are available on our website
at www.ihgplc.com/investors under corporate governance/committees.
Ernst & Young LLP has expressed its willingness to continue in office
as Auditor of the Company and its reappointment will be put to shareholders
at the AGM. Further details can be found in the Audit Committee Report on
pages 62 and 63.
D. Remuneration
D.1 The level and components of remuneration
The activities of the Remuneration Committee during 2015, and the Annual
Report on Directors’ Remuneration and Implementation of the Directors’
Remuneration Policy, are set out in the Directors’ Remuneration Report on
pages 68 to 77. The Directors’ Remuneration Policy approved at our 2014
AGM is available at www.ihgplc.com/investors under corporate governance.
D.2 Procedure
The Board has delegated a number of responsibilities to the Remuneration
Committee including developing policy on executive remuneration and fixing
the remuneration packages of individual Directors. Further information can
be found in the Directors’ Remuneration Report (see pages 68 to 77) and the
corporate governance statement (see page 53).
The terms of reference of the Remuneration Committee can be found on
our website at www.ihgplc.com/investors under corporate governance/
committees.
During 2015, no individual Director was present when his or her own
remuneration was discussed.
E. Relations with shareholders
E.1 Dialogue with shareholders
The Board as a whole is responsible for ensuring a satisfactory dialogue
takes place with all shareholders of the Company to promote mutual
understanding of objectives. Further details of the Board’s approach
to relations with our shareholders are set out on page 61.
E.2 Constructive use of the AGM
The next AGM will take place on Friday 6 May 2016 and will provide
an opportunity for shareholders to vote on certain aspects of Group
business. The Notice of Meeting will be sent to shareholders and will
be available at www.ihgplc.com/investors under financial library.
The Chairman ensures where possible that all Board members,
particularly the chairmen of each of the Board Committees, attend
the AGM and are available to answer questions from shareholders.
STRATEGIC REPORT GOVERNANCE GROUP FINANCIAL STATEMENTS ADDITIONAL INFORMATIONPARENT COMPANY FINANCIAL STATEMENTS
67IHG Annual Report and Form 20-F 2015