Holiday Inn 2015 Annual Report Download - page 78

Directors’ Remuneration Report continued
Payments to past Directors – benefits
Sir Ian Prosser, who retired as a Director on 31 December 2003,
had an ongoing healthcare benefit of £1,832 during the year.
Payments for loss of office
No payments were made to any Executive Directors during 2015
for loss of office.
Single total figure of remuneration:
Non-Executive Directors
Fees
(£000)
Taxable
benefits
(£000)
Total
(£000)
Non-
Executive
Director
Committee
appointmentsa
Date of
original
appointment 2015 2014 2015 2014 2015 2014
Patrick
Cescau
1 January
2013
412 412 34 15 446 427
Anne
Busquet A C N1 March 2015
61 n/a 5n/a 66 n/a
Ian
Dyson N R1 September 2013
97 88 32100 90
Jo
Harlow A N R1 September 2014
73 23 3076 23
Jennifer
Laing A N25 August 2005
85 83 2387 86
Luke
Mayhew C N 1 July 2011
97 94 1398 97
Jill
McDonald A C N1 June
2013
73 71 4277 73
Dale
Morrison A N R1 June
2011
97 84 14 22 111 106
Ying
Yeh C N R1 December 2007
73 71 83 72 156 143
David
Kappler
n/a 21 June
2004
n/a 47 n/a 1n/a 48
Jonathan
Linen
n/a 1 December
2005
n/a 71 n/a 81 n/a 152
a See page 54 for Board and Committee membership key and attendance.
Fees: for Non-Executive Directors, these may be pro-rated
according to their start date or date of role change where
appropriate.
Benefits: for Non-Executive Directors, benefits include taxable
travel and accommodation expenses to attend Board meetings
away from the designated home location; under concessionary
HM Revenue & Customs rules, non-UK-based Non-Executive
Directors are not subject to tax on travel expenses for the first
five years. This is reflected in the taxable benefits figures for
Jonathan Linen, Dale Morrison and Ying Yeh.
Incentive awards: Non-Executive Directors are not eligible
for any incentive awards.
Pension benefit: Non-Executive Directors are not eligible
for any pension contributions or benefit.
Further details on changes to the Board can be found on page 54.
Shares held by Non-Executive Directors
as at 31 December 2015: number of shares
The only Non-Executive Directors who held shares are listed
in the table below.
Shares held outright
Non-Executive Director 2015 2014
Jennifer Laing 2,905 2,905
Luke Mayhew 1,722 1,722
Dale Morrison 3,907 3,907
Audited
Implementation of Directors’ Remuneration Policy in 2016
This section explains how the DR Policy will be applied in 2016.
It is subject to an advisory vote by shareholders at the 2016 AGM.
Salary: Executive Directors
Directors’ salaries are agreed annually in line with the DR Policy.
The following salaries will apply from 1 April 2016:
Executive Director
%
increase
2016
£
2015
£
Richard Solomons 3 815,706 792,000
Paul Edgecliffe-Johnson 11.5 512,900 460,000
Tracy Robbins 2 456,960 448,000
Paul Edgecliffe-Johnson was appointed on 1 January 2014 on a salary
significantly below benchmark policy level. The DR Policy provides
that salary increases for newly appointed or promoted Executive
Directors may be higher than that of the corporate UK and US employee
population until the target positioning is achieved. Following strong
performance again this year, an increase of 11.5% has been agreed by
the Remuneration Committee for 2016 in order to bring the salary level
closer to the target policy level. The overall targeted average salary
increase for 2016 for UK and US corporate employees is 3%.
LTIP and APP performance measures and targets
From 2016, we will be limiting LTIP awards to the top levels of
executives, currently 49 employees in total. Other less senior
executives who currently receive LTIP awards will move to smaller,
restricted stock units with a three-year time vesting. The executives
and awards impacted are not covered by the DR Policy. This move
will bring us more in line with the market and help recruitment and
retention in key markets such as the US. It will also allow our further
review of the LTIP during 2016 to focus on what is appropriate for
our most senior employees.
The APP targets for 2015 related to EBIT (70%), Guest HeartBeat (20%)
and Employee Engagement (10%). For 2016, Employee Engagement will
be replaced with OPR – the measure of an individual’s performance
for the year. Employee Engagement will remain a key measure within
the personal performance measure and operational teams’ targets.
The business is refining the way it measures overall guest satisfaction
from 2016, and this will be reflected in the way it is measured for the
purposes of the APP. The measures will, therefore, be:
• 70% EBIT retained as the financial measure;
• 20% guest satisfaction measure retained; and
• 10% OPR (replaces Employee Engagement survey scores).
Both incentive plans remain in line with the current DR Policy and
details of the 2016 measures for each plan are included in the ‘At a
glance’ section on page 70. Targets are determined by the Board
to be commercially sensitive and will be disclosed at the end of the
performance period.
Tracy Robbins
Ms Robbins stepped down as Executive Vice President, Human
Resources and from the Board on 15 January 2016 due to health
reasons. In line with her contract, Ms Robbins will remain an
employee of the Group until 31 March 2016, at which point she will
continue employment on notice for 12 months to 31 March 2017, when
she will cease employment with the Group. The remuneration
arrangements will be as follows:
• Ms Robbins will receive contractual sick pay (100% of annual
salary to 31 March 2016 and then 50% of salary to 31 March 2017).
• Benefits entitlements will continue in full until 31 March 2017
and, given the circumstances, healthcare cover will be extended
for a further year following that.
• The Remuneration Committee has agreed that, on leaving the
Group, Ms Robbins will be treated as a good leaver for the purposes
of the APP and LTIP under the ill-health provisions as set out in
the DR Policy.
76 IHG Annual Report and Form 20-F 2015