Holiday Inn 2009 Annual Report Download - page 44

42 IHG Annual Report and Financial Statements 2009
Performance evaluations of the Board and the Directors were
undertaken for 2009. An independent third-party facilitator assists
in the performance evaluation in alternate years. The 2009
evaluation involved such external assistance.
The 2009 Board evaluation, including that of the Chairman and the
Executive Directors, involved completion of questionnaires and the
Chairman having discussions with each Director individually.
The Board received feedback through a presentation at a meeting
of the full Board, and the findings were discussed. It was concluded
that the Board was operating in an effective manner and areas
where more emphasis could be considered were identified and
tabled for further action.
With regard to the performance of individual Directors, as part of
the evaluation process, the Chairman held meetings with each
Director and it was concluded that they continue to make an
effective contribution to the work of the Board. All Directors are
well prepared and informed concerning items to be considered by
the Board, have a good understanding of the Group’s business and
retain a strong commitment to their roles.
During the year, the Non-Executive Directors met together without
the Chairman present, under the chairmanship of the Senior
Independent Director, to appraise the Chairman’s performance.
The outcome of this appraisal was positive.
The work and effectiveness during the year of the Audit,
Remuneration and Nomination Committees were also evaluated.
These reviews concluded that each Committee was operating in
an effective manner.
Chairman
David Webster was Non-Executive Chairman throughout the year.
He is also Non-Executive Chairman of Makinson Cowell Limited, a
member of the Appeals Committee of the Panel on Takeovers and
Mergers, and a Director of Temple Bar Investment Trust PLC.
The Chairman has responsibility for ensuring the efficient
operation of the Board and its Committees, for overseeing
corporate governance matters and ensuring they are addressed,
for representing the Group externally and communicating
particularly with shareholders. Working closely with the Chief
Executive and the Company Secretary, he also ensures that
Directors receive a full, formal and tailored induction to the Group
and its business and that all Directors are fully informed of relevant
matters. The Chairman also meets with the Non-Executive
Directors, without Executive Directors present.
Chief Executive
Andrew Cosslett was Chief Executive throughout the year. He has
responsibility to recommend to the Board and to implement the
Group’s strategic objectives. He is responsible for the executive
management of the Group and following the reorganisation of the
Asia Pacific region in June 2009 has overall responsibility for the
region. He is a member of the Executive Committee of the World
Travel & Tourism Council and a member of the President’s
Committee of the CBI. Neither of these positions is remunerated.
Senior Independent Director
David Kappler was Senior Independent Director throughout the
year. His responsibilities include being available to liaise with
shareholders who have issues to raise and leading the
performance evaluation of the Chairman.
Non-Executive Directors
A team of experienced independent Non-Executive Directors
represents a strong source of advice and judgement. There are
currently six such Directors, in addition to the Non-Executive
Chairman, each of whom has significant external commercial
experience. The Non-Executive Directors, including the Chairman,
meet during the year to consider the Group’s business and
management.
Non-Executive Directors have the opportunity of continuing
professional development during the year and of gaining further
insight into the Group’s business. In addition, the training
requirements of the Non-Executive Directors are kept under review.
During 2009 visits to operating premises were undertaken as part
of this ongoing development process.
Company Secretary
All Directors have access to the advice and services of the
Company Secretary. His responsibilities include ensuring good
information flows to the Board and its Committees and between
senior management and the Non-Executive Directors. He
facilitates the induction of Directors, the regular updating and
refreshing of their skills and knowledge and he assists them in
fulfilling their duties and responsibilities. Through the Chairman,
he is responsible for advising the Board on corporate governance
and generally for keeping the Board up to date on all legal,
regulatory and other developments. The Company Secretary
acts as secretary to each of the main Board Committees.
Corporate governance continued