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Corporate governance

Our Board is committed to compliance with the principles of good governance set out in the UK Corporate Governance Code (the “Code”). It has also continued to monitor new developments in the UK, Europe and the US in order to maintain continuing compliance with best practice and international corporate governance standards.

Our 2013 Corporate Governance report sets out our compliance with the Code, as it applied for the year ended 31 December 2013: Corporate Governance Report (PDF 0.27Mb)

Our current Articles of Association can be viewed: Articles of Association (PDF 0.43Mb).

Main board and Committees

The Board

Board composition

The Board currently comprises a Non-Executive Chairman, four Executive and eight Non-Executive Directors. In the Board's view, all of the current Non-Executive Directors are independent and represent a strong source of advice and judgement. In accordance with the Code at least half the Board, excluding the Chairman, are independent Non-Executive Directors. Each Director has significant external commercial experience and together they have a broad range of skills and experience.

Click here to view the members of our Board of Directors.

Key responsibilities

The Board is responsible for leading the strategic direction and long-term objectives and success of the Group, approval of strategic plans and capital and revenue budgets; reviewing significant investment proposals; maintaining an overview and control of the Group's operating and financial performance; monitoring the Group's overall system of internal controls and risk management, governance and compliance, considering regulatory changes and developments; and ensuring that the necessary financial and human resources are in place for the Group to meet its objectives.

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The Company Secretary

The Company Secretary ensures there is a good flow of information to the Board and its Committees and between the Executive Committee and the Non-Executive Directors; he facilitates all Director inductions and advises the Board on corporate governance and keeps the Board up-to-date on all legal, regulatory and other developments.

Board Committees

The Board has established the four Committees to assist in the discharging of its responsibilities:

Management Committee

We also have the following Management Committees:

Regional Executive Committees

Each region also has its own Management Committee.

Board performance evaluation

The 2013 evaluation of the Board and its Committees was conducted with external assistance in accordance with the Code. The process adopted for and general conclusions of these evaluations are reported on page 65 of our Annual Report and Form 20-F 2013 (PDF 6.83Mb).

Diversity

With a presence in nearly 100 countries and territories globally, IHG believe that our leadership should reflect the diversity of our employees, our guests and the local communities in which we operate. The Board recognises the benefits of diversity throughout our global business and firmly believes in the importance of a diverse Board membership. The Board accordingly supports the recommendations of the Davies Review on Women on Boards, published in February 2011, and continues to retain a minimum of 25% female representation on the Board. There are currently four women on the Board (31%).

IHG continues to focus on providing an inclusive environment, in which employees are valued for who they are and what they bring to the Group, and in which talented individuals are retained through all levels of the organisation.

Directors' Remuneration Policy

Subject to shareholder approval, the policy for Directors' remuneration set out in the Directors' Remuneration Policy (PDF 0.14Mb) will apply from the date of the 2014 AGM.

The Committee will consider the remuneration policy annually to ensure it remains aligned with strategic objectives. However, it is intended that the policy will apply for three years from the 2014 AGM; if any changes are made to the policy within that timeframe, it will be presented to shareholders again to be voted on.

Our 2013 Directors' Remuneration Report can be viewed here: Directors' Remuneration Report (PDF 0.29Mb)

Internal controls and risk management

The Board conducts an annual review of the effectiveness of the Group's system of internal controls and risk management. This review covers all material controls, including financial, operational and compliance controls, the principal risks affecting the Group, the risk management systems, and also takes into account any material developments since the year end.

The Board has ultimate responsibility for ensuring that business risks are effectively managed. The Board has considered and approved the risk management policy and has delegated regular review of the risk management procedures to the Audit Committee. The review is carried out through a monitoring process, which accords with the Code and the Internal Control: Guidance to Directors. For further details see page 70 of our Annual Report and Form 20-F 2013 (PDF 6.83Mb).

Last updated 26 February 2014

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