We are committed to maintaining the highest standards of corporate governance. Our governance framework, led by the Board, supports IHG's culture, values and our commitment to conducting business responsibly.
Compliance with the UK Corporate Governance Code and our dual listing
As a dual listed company with a premium listing on the London Stock Exchange (LSE) and a secondary listing on the New York Stock Exchange (NYSE) we seek to comply with the governance principles set out in the UK Corporate Governance Code published in July 2018 (the “Code”) and have also adopted the corporate governance requirements of the US Sarbanes-Oxley Act and related rules and of the NYSE, to the extent that they are applicable to it as a foreign private issuer.
To provide greater transparency on our compliance with the Code, summarising how we have complied with the principles and provisions therein, view our Statement of compliance with the UK Corporate Governance Code, as at 17 February 2020. This should be read in conjunction with the Corporate Governance section on pages 78 to 117 and Workforce Engagement disclosure on pages 28 to 33 published in our Annual Report and Form 20-F 2019.
For our statement outlining the differences between the Group's UK corporate governance practices and those followed by US companies: Summary of significant corporate governance differences from NYSE listing standards.
Board and Committee governance structure
Our Board and Committee governance structure
The Board leads the strategic direction and long-term objectives and success of the Group through effective oversight and review, setting the Group's strategic aims and monitoring the performance of the Group and its risk management controls. A number of key decisions and matters are reserved for the Board's approval and are not delegated to management, these include matters related to Group business and commercial strategy; 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 and governance and compliance. These are detailed in the Schedule of Matters reserved for the Board.
Who is on our Board of 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 Chair, are independent Non-Executive Directors.
You can view further details on the roles and responsibilities of the Chair, Chief Executive Officer, Senior Independent Non-Executive Director, Non-Executive Directors, and Company Secretary in the document below.
View further details PDF 0.12MB
The Board delegates certain responsibilities to its Committees, namely the Audit Committee, Responsible Business Committee, Nomination Committee and Remuneration Committee, to assist it in carrying out its functions: Our Committees
We also have the following Management Committees: Executive Committee, Disclosure Committee and General Purpose Committee: Our Committees
Each region also has its own
Regional Executive Committee.
Board performance evaluation
We rotate a three-year Board evaluation cycle with an external Board evaluation taking place every three years. As an external evaluation took place in 2019, in 2020 the Board will complete an internal evaluation. The process undertaken for the 2019 internal evaluation and actions are reported on pages 86 and 87 of our Annual Report.
Board effectiveness evaluation
With a presence in more than 100 countries globally, we recognise the value of diversity both in our Board composition and throughout all levels of our business. All appointments are based on merit, experience and performance and the Board actively seeks diversity of skills, culture, gender, race, age, nationality and background. The manner in which diversity is considered is non-exhaustive and subject to regular review to reflect the diversity of our employees, guests and communities in which we operate.
Our Global Diversity and Inclusion Policy (D&I Policy) applies to all people directly employed by an IHG group company and we encourage our franchised operations and those managed hotels where we do not directly employ people to follow the same principles. The objective of our D&I Policy is to celebrate difference, recognising that this underpins external, as well as internal, relationships. Operating around the globe, with a wide range of stakeholders, it is vital that we remain flexible in accommodating different cultures, lifestyles and preferences.
Further details on diversity and inclusion are reported on pages 28 to 33 and page 93 of our Annual Report.
Nomination Committee Report
Articles of Association
Our current Articles of Association can be viewed: Articles of Association