Tracy Robbins – remuneration arrangements on departure

The following information is provided in accordance with section 430(2B) of the Companies Act 2006.

Ms Tracy Robbins will step down as Executive Vice President of Human Resources, and from the Board, on 15 January 2016 due to health reasons.

Ms Robbins will remain an employee of the company until 31 March 2016, at which point she will continue employment on notice for 12 months to 31 March 2017, when she will cease employment with the company. Under the terms of her employment contract, Ms Robbins will receive contractual sick pay (100% of annual salary until 31 March 2016 and 50% of annual salary thereafter until 31 March 2017) plus continuation of benefits including full provision of pension cash allowance, car allowance, healthcare, and pay in lieu of accrued holiday. The company has agreed with the relevant providers that given the circumstances, healthcare cover will be extended on an exceptional basis for a further year after leaving the company.

The Remuneration Committee has agreed that on leaving the company, Ms Robbins will be treated as a good leaver for the purposes of the APP and LTIP under the ill health provisions as set out in the company’s Directors’ Remuneration Policy.

Annual Performance Plan (APP)

Ms Robbins will remain eligible for APP awards for the period of employment until the date she ceases to be an employee of the company. In light of the circumstances, the Committee will exercise its discretion permitted under the rules of the APP and the approved Directors’ Remuneration Policy to pay any 2015, 2016 and 2017 APP awards in cash. The 2016 and 2017 APP awards will be based on actual salary paid in the year. The 2017 APP award will be pro-rated to the date Ms Robbins ceases employment. The Committee will also use its discretion to allow any outstanding deferred shares (which are not subject to any performance conditions) under the APP to vest in full on 31 March 2017. The current value of Ms Robbins’ outstanding deferred shares is £1,040,183 (41,808 shares at £24.88, the closing share price on 13 January 2016). Clawback provisions will continue to apply for a period of three years after the payment of the APP cash awards.

Long-Term Incentive Plan (LTIP)

The grant of the 2016 LTIP award will be based on actual salary paid in that year. Ms Robbins will not be eligible for an LTIP grant in 2017. All outstanding LTIP awards will vest in line with the terms of the plan rules on the normal vesting date and only to the extent the performance conditions are fulfilled, and will be pro-rated for the  time up to the date Ms Robbins ceases employment.  LTIP awards will remain subject to malus provisions, which apply to all award holders under the terms of the plan until the end of the performance period. Clawback provisions will continue to apply for a period of three years after vesting of the awards. The table below sets out the estimated value of outstanding LTIP awards. 
 

Plan*	Date of Award	Original Award (number of shares)	Illustrative Share Price**	Estimated value at vesting*** (subject to performance conditions)	Vesting date ​
2014 – 2016 LTIP	8 April 2014	46,952	£24.88	£584,083	Day after announcement of IHG 2016 annual results in February 2017
2015 – 2017 LTIP	31 March 2015	34,397	£24.88	£320,924	Day after announcement of IHG 2017 annual results in February 2018

* The 2013-2015 LTIP award is due to vest on 24 February 2016, and as Ms Robbins will have been a Director for the full performance period, details will be reported in the 2015 Remuneration Report. The estimated value of this award is £545,108, assuming 50% vesting after performance conditions have been applied, and based on a share price of £24.88, the closing share price on 13 January 2016.

**Closing share price on 13 January 2016.

***Outstanding LTIP awards remain subject to performance conditions. The estimated value assumes 50% of maximum vesting for all awards and, in relation to the 2015/17 cycle, the proportion of the award vesting has been pro-rated based on Ms Robbins’ agreed termination date of 31 March 2017.