Corporate governance
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 January 2024 (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 Governance Code, as at 18 February 2025 (pages 176 and 177). This should be read in conjunction with the Governance section, including the Voice of the Employee, and the Employee Engagement statement, published in our Annual Report and Form 20-F 2024.
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
Board
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 0.09MB
Board Committees
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
Management 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
In 2024, the Board conducted an internal evaluation as part of its established three-year cycle of Board Evaluation, which includes an externally facilitated evaluation every third year. The most recent external evaluation took place in 2023.
Board diversity
All Board appointments are based on merit, experience and performance and the Board actively seeks a diverse range of skills and backgrounds. 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.
Further details on inclusion, visit our People page here
Responsible Business CommitteeArticles of Association
Our current Articles of Association can be viewed: Articles of Association