Holiday Inn 2014 Annual Report Download - page 169

Fees and charges payable by a depositary
Direct payments
JPMorgan Chase Bank N.A. (JPMorgan or the ADR Depositary)
is the depositary for IHG’s ADR Programme. The ADR Depositary’s
principal executive office is at: J.P. Morgan Depositary Receipts,
4 New York Plaza, 12th Floor, New York, NY 10004 United States
of America. The ADR Depositary has agreed to reimburse certain
reasonable Company expenses related to the Company’s ADR
Programme and incurred by the Company in connection with the
ADR Programme. During the year ended 31 December 2014, the
Company received $490,478.87 from the ADR Depositary in
respect of legal, accounting and other fees incurred in connection
with preparation of the Annual Report and Form 20-F, ongoing
SEC compliance and listing requirements, investor relations
programmes, and advertising and public relations expenditure.
Indirect payments
As part of its service to the Company, the ADR Depositary has
agreed to waive fees for the standard costs associated with
the administration of the ADR Programme, associated operating
expenses and investor relations advice. In the year ended
31 December 2014, the ADR Depositary agreed to waive fees
and expenses amounting to $20,000.
Articles of Association
The Company’s articles of association (the Articles) were adopted
at the AGM held on 28 May 2010 and are available on the Company’s
website at www.ihgplc.com/investors under corporate governance.
The following summarises material rights of holders of the
Company’s ordinary shares under the material provisions
of the Articles and English law. This summary is qualified in
its entirety by reference to the Companies Act and the Articles.
The Company’s shares may be held in certificated or uncertificated
form. No holder of the Company’s shares will be required to make
additional contributions of capital in respect of the Company’s
shares in the future.
In the following description, a ‘shareholder’ is the person
registered in the Company’s register of members as the holder
of the relevant share.
Principal objects
The Company is incorporated under the name InterContinental
Hotels Group PLC and is registered in England and Wales with
registered number 5134420. The Articles do not restrict its
objects or purposes.
Directors
Under the Articles, a Director may have an interest in certain
matters (Permitted Interest) without the prior approval of the
Board provided he has declared the nature and extent of such
Permitted Interest at a meeting of the Directors or in the manner
set out in Section 184 or Section 185 of the Companies Act.
Any matter which does not comprise a Permitted Interest must
be authorised by the Board in accordance with the procedure and
requirements contained in the Articles, including the requirement
that a Director may not vote on a resolution to authorise a matter
in which he is interested, nor may he count in the quorum of the
meeting at which such business is transacted.
Further, a Director may not vote in respect of any proposal in
which he, or any person connected with him, has any material
interest other than by virtue of his interests in securities of, or
otherwise in or through, the Company, nor may he count in the
quorum of the meeting at which such business is transacted.
This is subject to certain exceptions, including in relation to
proposals: (a) indemnifying him in respect of obligations incurred
on behalf of the Company; (b) indemnifying a third party in respect
of obligations of the Company for which the Director has assumed
responsibility under an indemnity or guarantee; (c) relating to an
offer of securities in which he will be interested as an underwriter;
(d) concerning another body corporate in which the Director is
beneficially interested in less than one per cent of the issued
shares of any class of shares of such a body corporate; (e) relating
to an employee benefit in which the Director will share equally
with other employees; and (f) relating to liability insurance that
the Company is empowered to purchase for the benefit of
Directors of the Company in respect of actions undertaken
as Directors (or officers) of the Company.
The Directors have authority under the Articles to set their
own remuneration (provided certain criteria is met). While an
agreement to award remuneration to a Director is an arrangement
with the Company that comprises a Permitted Interest (and
therefore does not require authorisation by the Board in that
respect), it is nevertheless a matter that would be expected to give
rise to a conflict of interest between the Director concerned and
the Company, and such conflict must be authorised by a resolution
of the Board. The Director that is interested in such matter may
neither vote on the resolution to authorise such conflict, nor count
in the quorum of the meeting at which it was passed. Furthermore,
as noted above, the interested Director is not permitted to vote in
respect of any proposal in which he has any material interest
(except in respect of the limited exceptions outlined above) nor
may he count in the quorum of the meeting at which such
business is transacted.
As such, a Director has no power, in the absence of an independent
quorum, to vote on compensation to himself, but may vote on a
resolution (and may count in the quorum of the meeting at which
it was passed) to award compensation to Directors provided those
arrangements do not confer a benefit on him.
The Directors are empowered to exercise all the powers of the
Company to borrow money, subject to the limitation that the
aggregate amount of all monies borrowed by the Company and
its subsidiaries shall not exceed an amount equal to three times
the Company’s share capital and consolidated reserves, unless
sanctioned by an ordinary resolution of the Company.
Under the Articles, there are no age-limit requirements relating to
a person’s qualification to hold office as a Director of the Company.
Directors are not required to hold any shares of the Company
by way of qualification.
Rights attaching to shares
Dividend rights and rights to share in the Company’s profits
Under English law, dividends are payable on the Company’s
ordinary shares only out of profits available for distribution, as
determined in accordance with accounting principles generally
accepted in the UK and by the Companies Act. No dividend will
bear interest as against the Company.
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STRATEGIC REPORT GOVERNANCE
GROUP FINANCIAL STATEMENTS
PARENT COMPANY FINANCIAL STATEMENTS
ADDITIONAL INFORMATION