Holiday Inn 2014 Annual Report Download - page 176

Independent Directors
The Code’s principles recommend that at least half the Board,
excluding the Chairman, should consist of independent
Non-Executive Directors. As at 16 February 2015, the Board
consisted of the Chairman, independent at the time of his
appointment, three Executive Directors and seven independent
Non-Executive Directors. NYSE listing rules applicable to US
companies state that companies must have a majority of
independent directors. The NYSE set out five bright line tests
for director independence. The Board’s judgement is that all of
its Non-Executive Directors are independent. However, it did
not explicitly take into consideration the NYSE’s tests in reaching
this determination.
Chairman and Chief Executive Officer
The Code recommends that the Chairman and Chief Executive
Officer should not be the same individual to ensure that there is
a clear division of responsibility for the running of the Company’s
business. There is no corresponding requirement for US
companies. The roles of Chairman and Chief Executive Officer
were, as at 16 February 2015 and throughout 2014, fulfilled
by separate individuals.
Committees
The Company has a number of Board Committees which are
similar in purpose and constitution to those required for domestic
companies under NYSE rules. The NYSE requires US companies
to have both remuneration and nominating/corporate governance
committees composed entirely of independent directors, as
defined under the NYSE rules. The Company’s Nomination
Committee consists only of Non-Executive Directors and the
Company’s Audit and Remuneration Committees consists entirely
of Non-Executive Directors who are independent under the
standards of the Code, which may not necessarily be the same as
the NYSE independence standards. The nominating/governance
committee is responsible for identifying individuals qualified to
become Board members and to recommend to the Board a set
of corporate governance principles. As the Company is subject
to the Code, the Company’s Nomination Committee is only
responsible for nominating, for approval of the Board, candidates
for appointment to the Board, though it also assists in developing
the role of the Senior Independent Director. The Company’s
Nomination Committee consists of the Chairman of the Company
and all the independent Non-Executive Directors.
The Chairman of the Company is not a member of either of the
Remuneration or the Audit Committees. As set out on page 65,
the Audit Committee is chaired by an independent Non-Executive
Director who, in the Board’s view, has the experience and
qualifications to satisfy the criteria under US rules for an
“audit committee financial expert”.
Non-Executive Director meetings
Non-management directors of US companies must meet on
a regular basis without management present, and independent
directors must meet separately at least once per year. The Code
requires: (i) the Board Chairman to hold meetings with the
Non-Executive Directors without the Executive Directors present;
and (ii) the Non-Executive Directors to meet at least annually
without the Chairman present to appraise the Chairman’s
performance. The Company’s Non-Executive Directors have met
without Executive Directors being present, and intend to continue
this practice, after every Board meeting if possible.
Shareholder approval of equity compensation plans
The NYSE rules require that shareholders must be given
the opportunity to vote on all equity compensation plans and
material revisions to those plans. The Company complies with
UK requirements which are similar to the NYSE rules. The
Board does not, however, explicitly take into consideration
the NYSE’s detailed definition of “material revisions”.
Code of Conduct
The NYSE requires companies to adopt a code of business
conduct and ethics, applicable to directors, officers and
employees. Any waivers granted to directors or officers under
such a code must be promptly disclosed. As set out on page 74,
IHG’s Code of Conduct is applicable to all Directors, officers and
employees, and further information on the Code of Conduct is
available on the Company’s website at www.ihgplc.com/investors
under corporate governance. No waivers have been granted under
the Code of Conduct.
Compliance certification
Each Chief Executive of a US company must certify to the NYSE
each year that he or she is not aware of any violation by the
Company of any NYSE corporate governance listing standard.
As the Company is a foreign private issuer, the Company’s
Chief Executive Officer is not required to make this certification.
However, he is required to notify the NYSE promptly in writing
after any of the Company’s executive officers become aware of
any non-compliance with those NYSE corporate governance
rules applicable to the Company.
Selected five-year consolidated financial information
The selected consolidated financial data set forth in the table on the next page for the years ended 31 December 2010, 2011, 2012, 2013 and
2014 has been prepared in accordance with IFRS as issued by the IASB and in accordance with IFRS as adopted by the EU, and is derived
from the Group Financial Statements, which have been audited by its independent registered public accounting firm, Ernst & Young LLP.
IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB. However, the differences have no impact on the
Group Financial Statements for the years presented. The selected consolidated financial data set forth on the next page should be read
in conjunction with, and is qualified in its entirety by reference to, the Group Financial Statements and Notes thereto included elsewhere
in this Annual Report and Form 20-F.
174
IHG Annual Report and Form 20-F 2014
Shareholder information continued