Holiday Inn 2010 Annual Report Download - page 42

40 IHG Annual Report and Financial Statements 2010
Share repurchases
No shares were purchased or cancelled under the authority
granted by shareholders at the Annual General Meeting held on
28 May 2010. The share buyback authority remains in force until
the Annual General Meeting in 2011, and a resolution to renew
the authority will be put to shareholders at that Meeting.
Substantial shareholdings
As at 14 February 2011, the Company had been notified, in
accordance with the Disclosure and Transparency Rules of the UK
Financial Services Authority, of the following significant holdings of
voting rights in its ordinary shares:
Cedar Rock Capital Limited 5.07% Direct interest
BlackRock, Inc. 5.02% Indirect interest
Capital Research and
Management Company 5.02% Indirect interest
Legal & General Group plc 3.96% Direct interest
Directors
Details of Directors who served on the Board during the year are
shown on page 38. Details of the beneficial share interests of
Directors who were on the Board at the year end are shown below.
No changes to these interests occurred between the year end and
the date of this Report.
31 December 2010
InterContinental Hotels Group PLC
ordinary shares1
Executive Directors
James Abrahamson 52,203
Andrew Cosslett 496,133
Kirk Kinsell 63,1362
Richard Solomons 171,522
Non-Executive Directors
Graham Allan 2,000
David Kappler 1,400
Ralph Kugler 1,169
Jennifer Laing 3,998
Jonathan Linen 7,343
3
David Webster 34,905
Ying Yeh –
1 These shareholdings are all beneficial interests and include shares held by
Directors’ spouses and other connected persons. None of the Directors has
a beneficial interest in the shares of any subsidiary. These shareholdings do
not include Executive Directors’ entitlements to share awards under the
Company’s share plans, which are set out separately in the Remuneration
Report on pages 58 to 60.
2 62,499 ordinary shares and 637 American Depositary Receipts.
3 Held in the form of American Depositary Receipts.
The Directors present their report for the financial year ended
31 December 2010.
Certain information required for disclosure in this report is
provided in other appropriate sections of the Annual Report and
Financial Statements 2010. These include the Business Review, the
Corporate Governance and Remuneration Reports and the Group
financial statements, and these are, accordingly, incorporated into
this report by reference.
Activities of the Group
The principal activities of the Group are in hotels and resorts, with
franchising, management, ownership and leasehold interests in
over 4,400 establishments, with more than 640,000 guest rooms in
100 countries and territories around the world.
Business review
This Directors’ Report should be read in conjunction with the
Chairman’s statement and the Chief Executive’s review on pages
3 to 5, and the Business Review on pages 8 to 36. Taken together,
these provide a fair review of the Group’s strategy and business,
significant developments during the year and a description of the
principal risks and uncertainties it faces. The development and
performance of the business during and at the end of the year
are described, together with main trends, factors and likely
developments, key performance indicators, environmental and
employee matters, and social and community issues.
Results and dividends
The operating profit before exceptional items was $444m: the
Group’s income statement is set out on page 64 of the Group
financial statements. An interim dividend of 8.0p per share
(12.8 cents per ADR) was paid on 1 October 2010. The Directors are
recommending a final dividend of 22.0p per share (35.2 cents per
ADR) to be paid on 3 June 2011 to shareholders on the Register of
Members at the close of business on 25 March 2011. Total dividends
relating to the year are expected to amount to $101m.
Share capital
During the year, 2,496,584 new shares were issued under employee
share plans. The Company’s issued share capital at 31 December
2010 consisted of 289,472,651 ordinary shares of 1329⁄47p each.
There are no special control rights or restrictions on transfer
attaching to these ordinary shares.
IHG operates an Employee Share Option Trust (ESOT) for the benefit
of employees and former employees. The ESOT purchases shares
in the market and releases them to current and former employees
in satisfaction of share awards. During the year, the ESOT released
1,492,859 shares and at 31 December 2010 it held 1,900,036 shares
in the Company. The ESOT adopts a prudent approach to purchasing
shares, using funds provided by the Group, based on expectations
of future requirements.
No awards or grants over shares were made during 2010 that
would be dilutive of the Company’s ordinary share capital.
Current policy is to settle the majority of awards or grants under
the Company’s share plans with shares purchased in the market.
A number of options granted up to 2005 are yet to be exercised and
will be settled with the issue of new shares.
The Company has not utilised the authority given by shareholders at
any of its Annual General Meetings to allot shares for cash without
first offering such shares to existing shareholders.
Directors’ report