Corporate governance

Committees

committies

Board Committees

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

Audit Committee

Chair: Byron Grote
Members: Graham Allan, Nicholas Cadbury, Arthur De Haast, Duriya Farooqui, Sir Ron Kalifa, Sharon Rothstein

  • Leads on internal controls and risk management; financial and non-financial reporting; internal audit; fraud and external audit and compliance.
  • Maintains working relationships with management, Global Internal Audit, Disclosure Committee and the external Auditor.

Download PDF of the Audit Committee's terms of reference

Nomination Committee

Chair: Deanna Oppenheimer 
Members: Graham Allan, Byron Grote, Angie Risley

  • Leads on and examines nominations and appointments to the Board and its Committees, and makes recommendations to the Board.
  • Responsible for reviewing the Group's leadership needs.

Download PDF of the Nomination Committee's terms of reference

Remuneration Committee

Chair: Angie Risley
Members: Bryon Grote, Sir Ron Kalifa, Deanna Oppenheimer

  • Leads on and reviews all aspects of remuneration of the Executive Directors and Executive Committee members, and remuneration policy for senior executives.

Download PDF of the Remuneration Committee's terms of reference

Responsible Business Committee

Chair: Graham Allan
Members: Nicholas Cadbury, Arthur de Haast, Duriya Farooqui, Angie Risley, Sharon Rothstein

  • Leads on responsible business objectives and strategy, including our approach to sustainable development and responsible procurement.
  • Reviews our impact on the environment and communities.
  • Reviews the Board’s engagement with the workforce and the Group’s inclusion agenda.
  • Leads on IHG's stakeholder engagement.

Download PDF of the Responsible Business Committee Terms of Reference

Management Committees

We also have the following Management Committees:

Executive Committee

  • Considers and manages a range of strategic and business issues facing the Group.
  • Monitors IHG's performance and is authorised to approve capital and revenue investment within levels agreed by the Board.
  • Makes recommendations to the Board on significant decisions requiring Board approval.
  • Chaired by the Chief Executive Officer.

Download PDF of the Executive Committee's terms of reference

Disclosure Committee

  • Ensures proper procedures are in place for information disclosures required pursuant to UK and US accounting, statutory or listing requirements.
  • Chaired by the Group's Financial Controller and comprises the Company Secretary and other senior management.
  • Reports to the Chief Executive Officer, the Chief Financial Officer and the Audit Committee.

Download PDF of the Disclosure Committee's terms of reference

General Purposes Committee

  • Attends to business of a routine nature and to the administration of matters, the principles of which have been agreed previously by the Board or an appropriate Committee.
  • Chaired by an Executive Committee member and comprises an Executive Committee member and senior officer from an agreed list.

Download PDF of the General Purposes Committee's terms of reference