Holiday Inn 2014 Annual Report Download - page 93

This section explains how the DR Policy will be applied in 2015. It is subject to an advisory vote by shareholders at the 2015 AGM.
Fees: Non-Executive Directors
Non-Executive Directors’ fees are reviewed and agreed annually
in line with the DR Policy.
Patrick Cescau waived any fee increase for 2015. The following
annual fee levels will apply from 1 January 2015:
Non-Executive
Director Role
2015
£
2014
£
Patrick Cescau Chairman of the Board 412,000 412,000
Ian Dyson1Chairman of Audit Committee 96,550 93,750
Jo Harlow2Non-Executive Director 72,600 68,500
David Kappler1
Senior Independent
Non-Executive Director and
Chairman of Audit Committee
n/a 111,750
Jennifer Laing Chairman of Corporate
Responsibility Committee 85,000 82,500
Jonathan Linen3Non-Executive Director n/a 70,500
Jill McDonald Non-Executive Director 72,600 70,500
Luke Mayhew Chairman of Remuneration
Committee 96,550 93,750
Dale Morrison1Senior Independent
Non-Executive Director 96,550 93,750
Ying Yeh Non-Executive Director 72,600 70,500
1 David Kappler stepped down as Chairman of the Audit Committee on 1 April
2014, succeeded by Ian Dyson, and retired as Senior Independent
Non-Executive Director on 31 May 2014, succeeded by Dale Morrisson.
2 Jo Harlow was appointed as Non-Executive Director effective as of
1 September 2014. Her % salary increase for 2015 brings her remuneration
in line with the other Non-Executive Directors with similar roles.
3 Jonathan Linen retired as a Non-Executive Director on 31 December 2014.
Luke Mayhew, Remuneration Committee Chairman
16 February 2015
Salary: Executive Directors
Directors’ salaries are agreed annually in line with the DR Policy.
The following salaries will apply from 1 April 2015:
Executive Director
%
increase
2015
£
2015
$
2014
£
2014
$
Richard Solomons 3.5 792,000 765,000
Paul Edgecliffe-
Johnson19.5 460,000 420,000
Kirk Kinsell2 n/a n/a 793,500
Tracy Robbins 2.5 448,000 437,000
1 Paul Edgecliffe-Johnson was appointed to the Board and the role of Group Chief
Financial Officer effective as of 1 January 2014. In line with the DR Policy for
newly appointed or promoted Executive Directors, he was appointed on a salary
set below benchmark policy level and, following strong performance in his first
year in role, an increase higher than that of the corporate UK and US employee
population has been agreed by the Remuneration Committee for 2015.
2 Kirk Kinsell was paid in US dollars and his annual salary for 2014 is shown
in US dollars above. The equivalent sterling value calculated using an
exchange rate of $1=£0.61 is £484,035. Mr Kinsell left the Board and IHG
on 13 February 2015.
The overall budget for salary increases for 2015 for UK and US
corporate employees is 3.0% and 3.5% respectively.
APP and LTIP performance measures and targets
The performance measures and targets for the 2015 APP
and the 2015/17 LTIP cycle are the same as for the 2014 APP
and the 2014/16 LTIP cycle respectively.
The actual targets under the performance measures for the APP
for 2015 are not disclosed at this stage, as they are, in the opinion
of the Directors, commercially sensitive. Disclosure would risk
providing IHG’s major competitors with an unfair advantage as
these companies are either unlisted or listed on a stock exchange
other than the London Stock Exchange and therefore not subject
to the same obligation to disclose incentive plan targets. We will
consider during 2015 what further transparency we can provide
shareholders without disadvantaging the business.
A clawback provision will be introduced in respect of the 2015
APP cash awards and 2015/17 LTIP cycle awards made to
Executive Directors. The clawback provision will apply for three
years from the date of payment (for the APP cash award) and the
date of vesting (for the LTIP award). Clawback may be operated in
the event of gross misconduct on the part of the employee and/or
material misstatement in Company or Group financial statements.
These new provisions apply in addition to the existing malus
provisions on the LTIP and APP deferred awards that provide
for unvested awards to be reduced at the discretion of the
Remuneration Committee in circumstances including:
• discovery of a material misstatement or restatement in
the Company’s or any Group Company’s audited financial
accounts (other than as a result of a change in accounting
practice) for a period that was wholly or partly before
the end of the performance period by reference to which
the APP cash award was determined; and/or
• action or conduct of a participant that, in the reasonable opinion
of the Committee, amounts to fraud or gross misconduct that
causes significant damage or potential damage to IHG’s
prospects, finances or brand reputation.
Implementation of Directors’ Remuneration Policy in 2015
91
STRATEGIC REPORT GOVERNANCE
GROUP FINANCIAL STATEMENTS
PARENT COMPANY FINANCIAL STATEMENTS
ADDITIONAL INFORMATION