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 Corporate Governance report setting out our compliance with the Code, as it applied for the year ended 31 December 2012, is set out in our 2012 Corporate Governance report as published in our Annual Report and Financial Statements 2012 (PDF 11.4Mb)
Our current Articles of Association can be viewed: Articles of Association (PDF 0.43Mb).
Main board and Committees
The Board currently comprises a Non-Executive Chairman, four Executive and six 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.
The Board is responsible to the shareholders for the strategic direction, development, performance and control 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.
Download PDF of the Matters Reserved to the Board (PDF 0.05Mb)
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.
The Board has established the four Committees to assist in the discharging of its responsibilities:
We also have the following Management Committees:
Regional Executive Committees
Each region also has its own Management Committee.
Board performance evaluation
The 2012 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 54 of our Annual Report and Financial Statements 2012.
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. We continue 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.
IHG recognises the importance and benefit of gender balance throughout its global business and is committed to supporting women in reaching their full potential. The Board accordingly supports the recommendations of the Davies Review on Women on Boards, published in February 2011. It is our aspiration to continue to retain a minimum of 25% female representation on the Board.
Internal controls and risk management
The Board conducted a review of the effectiveness of the system of internal control and risk management during the year ended 31 December 2012. This covered all material controls, including financial, operational and compliance controls, the principal risks affecting the Group, the risk management systems, and also took 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 was carried out through a monitoring process, which accords with the Code and the Turnbull Guidance. For further details see pages 54 and 55 of our Annual Report and Financial Statements 2012.