Holiday Inn 2015 Annual Report Download - page 79

• Ms Robbins will remain eligible for APP while still an employee
of the Group. In light of the circumstances, the Committee will
exercise its discretion permitted under the rules of the APP and
the DR Policy to pay any 2015, 2016 and pro-rated 2017 APP awards
in cash, and to allow any outstanding APP deferred shares to vest
in full on 31 March 2017.
• The grant of the 2016 LTIP award will be based on actual salary
paid in that year. No LTIP award will be made in 2017.
• Any LTIP awards outstanding on the date Ms Robbins ceases
employment will vest in line with the terms of the plan rules on
the usual vesting date, only to the extent performance conditions are
fulfilled, and will be pro-rated for the time she remained employed.
• Malus and clawback provisions will apply to all APP and LTIP awards.
Full details of remuneration payments made to Ms Robbins in 2016
and following years will be disclosed in full in the relevant Annual
Report on Directors’ Remuneration.
Fees: Non-Executive Directors
The fees for Non-Executive Directors are reviewed and agreed
annually in line with the DR Policy. All of the Non-Executive
Directors waived any fee increase for 2016. The fee levels for
2016 will therefore remain unchanged from 2015 as follows:
Non-Executive
Director Role
2016
£
2015
£
Patrick Cescau Chairman of the Board 412,000 412,000
Anne Busquet Non-Executive Director 72,600 60,500a
Ian Dyson Chairman of Audit Committee 96,550 96,550
Jo Harlow Non-Executive Director 72,600 72,600
Jennifer Laing Chairman of Corporate
Responsibility Committee
85,000 85,000
Luke Mayhew Chairman of Remuneration Committee 96,550 96,550
Jill McDonald Non-Executive Director 72,600 72,600
Dale Morrison Senior Independent Non-Executive
Director
96,550 96,550
Ying Yeh Non-Executive Director 72,600 72,600
a Anne Busquet’s annual fee for 2015 was pro-rated to her start date.
Remuneration Committee details and governance
Roles and responsibilities
The Remuneration Committee agrees, on behalf of the Board,
all aspects of the remuneration of the Executive Directors and the
Executive Committee, and agrees the strategy, direction and policy
for the remuneration of other senior executives who have a significant
influence over the Company’s ability to meet its strategic objectives.
The Committee’s role and responsibilities are set out in its Terms
of Reference (ToR). These are reviewed annually and available on
the Company’s website at www.ihgplc.com/investors under corporate
governance/committees.
Governance
All members are Independent Non-Executive Directors, as required
under the ToR. All members have the necessary experience and
expertise to meet the Committee’s responsibilities. On 19 March 2015,
we welcomed Dale Morrison to the Committee. Details of Committee
attendance can be found on page 54.
Non-Executive Directors’ letters of appointment and notice periods
Non-Executive Directors have letters of appointment, which are
available upon request from the Company Secretary’s office. Patrick
Cescau, Non-Executive Chairman, is subject to 12 months’ notice.
No other Non-Executive Directors are subject to notice periods.
All Non-Executive Directors’ are subject to election and annual
re-election by shareholders at the AGM.
Audited
Committee considerations in 2015
The Committee’s main consideration in 2015 was to undertake a full
incentives plan review. This review was undertaken in consultation
with major shareholders and shareholder organisations, relevant IHG
management and external advisers. The review covered all aspects
of short- and long-term incentives and their suitability for different
levels of senior executives. This also included consideration of:
• which performance measures would be most aligned with business
strategy and shareholder returns over the next five years;
• executive shareholding requirements and post-vesting holding
periods; and
• communication to senior executives and to shareholders,
including the level of disclosure of targets and outcomes.
Some key initial outcomes of this review are detailed in the
Implementation of Directors Remuneration Policy in 2016 on page 76
and we will continue the review into 2016. The following key matters
were also discussed:
• gender diversity and pay;
• 2014 Executive Committee annual performance and 2015
remuneration review;
• 2014 incentive plans results and 2015 incentive plans targets;
• review of the external market;
• 2015 APP – Policy on Exceptionals, Liquidated Damages and other
adjustments; and
• evaluation of achievement against target for the 2015 APP and the
2013/15 LTIP.
Remuneration advisers
The Committee continued to retain PricewaterhouseCoopers LLP
(PwC) throughout 2015 as independent advisers. Fees of £165,785
were paid to PwC in respect of advice provided to the Committee on
executive remuneration matters during the year. This was in the form
of an agreed fee for support in preparation of papers and attendance
at meetings, with work on additional items charged at hourly rates.
PwC also provided tax and other consulting services to the Group
during 2015. The terms of engagement for PwC are available from
the Company Secretary’s office on request.
PwC was appointed following a competitive tender process. The
Committee is satisfied that the advice received from PwC was objective
and independent, as PwC is a member of the Remuneration Consultants
Group. Members of this group adhere to a voluntary code of conduct that
sets out the role of executive remuneration consultants in the UK and
the professional standards to which they have committed to adhere
when advising remuneration committees.
Voting at the Company’s AGMs
There was no binding vote in respect of the DR Policy at the 2015 AGM
as it remained unchanged from 2014. There will be a binding vote in
respect of the new DR Policy in 2017. The outcome of the binding vote
in respect of the DR Policy voted on at the 2014 AGM is shown below:
AGM Votes for Votes against Abstentions
2014 155,440,907
(90.94%)
15,483,775
(9.06%)
906,025
At the Company’s most recent AGMs, the annual advisory vote in
respect of the Directors’ Remuneration Report was as follows:
AGM Votes for Votes against Abstentions
2015 149,415,662
(96.99%)
4,633,208
(3.01%)
3,642,496
2014 158,131,479
(94.01%)
10,076,027
(5.99%)
3,623,200
Luke Mayhew
Chairman of the Remuneration Committee
22 February 2016
STRATEGIC REPORT GOVERNANCE GROUP FINANCIAL STATEMENTS ADDITIONAL INFORMATIONPARENT COMPANY FINANCIAL STATEMENTS
77IHG Annual Report and Form 20-F 2015