(Mark One) | ||
o
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
or
|
||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2010 | ||
or
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class
|
Name of each exchange on which registered
|
|
American Depositary Shares
|
New York Stock Exchange | |
Ordinary Shares of
1329/47
pence each
|
New York Stock Exchange* |
* | Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
Ordinary Shares of
1329/47
pence each
|
289,472,651 |
Large accelerated
filer þ
|
Accelerated filer o |
Non-accelerated
filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
US
GAAP o
|
International Reporting Standards as issued by the International Standards Accounting Board þ |
Other o |
2
3
| ADR refers to an American Depositary Receipt, being a receipt evidencing title to an ADS; | |
| ADS refers to an American Depositary Share, being a registered negotiable security, listed on the New York Stock Exchange, representing one InterContinental Hotels Group PLC ordinary share of 1329/47 pence each; | |
| Board refers to the Board of directors of InterContinental Hotels Group PLC or, where appropriate, the Boards of directors of InterContinental Hotels Limited or Six Continents Limited; | |
| Britvic refers to Britannia Soft Drinks Limited for the period up to November 18, 2005, and thereafter, Britannia SD Holdings Limited (renamed Britvic plc on November 21, 2005) which became the holding company of the Britvic Group on November 18, 2005; | |
| Britvic Group refers to Britvic and its subsidiaries; | |
| Company refers to InterContinental Hotels Group PLC, InterContinental Hotels Limited or Six Continents Limited or their respective Board of directors as the context requires; | |
| EMEA refers to Europe, the Middle East and Africa; | |
| Group refers to InterContinental Hotels Group PLC and its subsidiaries or, where appropriate, InterContinental Hotels Limited or Six Continents Limited and their subsidiaries as the context requires; | |
| Hotels refers to the hotels business of the Group; | |
| IHG refers to InterContinental Hotels Group PLC or, where appropriate, its Board of directors; | |
| IHL refers to InterContinental Hotels Limited, previously InterContinental Hotels Group PLC, former parent company of the Group and re-registered as a private limited company on June 27, 2005; | |
| ordinary share or share refers, before April 14, 2003, to the ordinary shares of 28 pence each in Six Continents Limited; following that date and until December 10, 2004 to the ordinary shares of £1 each in IHL; following that date and until June 27, 2005 to the ordinary shares of 112 pence each in IHL; following that date and until June 12, 2006 to the ordinary shares of 10 pence each in IHG; following that date until June 4, 2007 to the ordinary shares of 113/7 pence each in IHG; and following June 4, 2007 to the ordinary shares of 1329/47 pence each in IHG; | |
| Six Continents refers to Six Continents Limited; previously Six Continents PLC and re-registered as a private limited company on June 6, 2005; | |
| Soft Drinks refers to the soft drinks business of InterContinental Hotels Group PLC, which the Company had through its controlling interest in Britvic and which the Company disposed of by way of an initial public offering effective December 14, 2005; and | |
| VAT refers to UK value added tax levied by HM Revenue and Customs on certain goods and services. |
4
5
6
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS |
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. | KEY INFORMATION |
7
Year ended December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
($ million, except earnings per ordinary share) | ||||||||||||||||||||
Revenue:
|
||||||||||||||||||||
Continuing operations | 1,628 | 1,538 | 1,897 | 1,817 | 1,487 | |||||||||||||||
Discontinued operations | | | | 33 | 278 | |||||||||||||||
1,628 | 1,538 | 1,897 | 1,850 | 1,765 | ||||||||||||||||
Total operating profit before exceptional operating items:
|
||||||||||||||||||||
Continuing operations | 444 | 363 | 549 | 488 | 374 | |||||||||||||||
Discontinued operations | | | | 3 | 50 | |||||||||||||||
444 | 363 | 549 | 491 | 424 | ||||||||||||||||
Exceptional operating items:
|
||||||||||||||||||||
Continuing operations | (7 | ) | (373 | ) | (132 | ) | 60 | 48 | ||||||||||||
Discontinued operations | | | | | | |||||||||||||||
(7 | ) | (373 | ) | (132 | ) | 60 | 48 | |||||||||||||
Total operating profit/(loss):
|
||||||||||||||||||||
Continuing operations | 437 | (10 | ) | 417 | 548 | 422 | ||||||||||||||
Discontinued operations | | | | 3 | 50 | |||||||||||||||
437 | (10 | ) | 417 | 551 | 472 | |||||||||||||||
Financial income
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2 | 3 | 12 | 18 | 48 | |||||||||||||||
Financial expenses
|
(64 | ) | (57 | ) | (113 | ) | (108 | ) | (68 | ) | ||||||||||
Profit/(loss) before tax
|
375 | (64 | ) | 316 | 461 | 452 | ||||||||||||||
Tax:
|
||||||||||||||||||||
On profit before exceptional items | (98 | ) | (15 | ) | (101 | ) | (90 | ) | (97 | ) | ||||||||||
On exceptional operating items | 1 | 112 | 17 | | (11 | ) | ||||||||||||||
Exceptional tax credit | | 175 | 25 | 60 | 184 | |||||||||||||||
(97 | ) | 272 | (59 | ) | (30 | ) | 76 | |||||||||||||
Profit after tax
|
278 | 208 | 257 | 431 | 528 | |||||||||||||||
Gain on disposal of assets, net of tax*
|
2 | 6 | 5 | 32 | 226 | |||||||||||||||
Profit for the year
|
280 | 214 | 262 | 463 | 754 | |||||||||||||||
Attributable to:
|
||||||||||||||||||||
Equity holders of the parent | 280 | 213 | 262 | 463 | 754 | |||||||||||||||
Non-controlling interest | | 1 | | | | |||||||||||||||
Profit for the year
|
280 | 214 | 262 | 463 | 754 | |||||||||||||||
Earnings per ordinary share:
|
||||||||||||||||||||
Continuing operations:
|
||||||||||||||||||||
Basic | 96.5¢ | 72.6¢ | 89.5¢ | 134.1¢ | 127.5¢ | |||||||||||||||
Diluted | 93.9¢ | 70.2¢ | 86.8¢ | 130.4¢ | 124.3¢ | |||||||||||||||
Total operations:
|
||||||||||||||||||||
Basic | 97.2¢ | 74.7¢ | 91.3¢ | 144.7¢ | 193.8¢ | |||||||||||||||
Diluted | 94.6¢ | 72.2¢ | 88.5¢ | 140.7¢ | 189.0¢ | |||||||||||||||
* | Relates to discontinued operations. |
8
December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
($ million, except number of shares) | ||||||||||||||||||||
Goodwill and intangible assets
|
358 | 356 | 445 | 556 | 516 | |||||||||||||||
Property, plant and equipment
|
1,690 | 1,836 | 1,684 | 1,934 | 1,956 | |||||||||||||||
Investments and other financial assets
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178 | 175 | 195 | 253 | 251 | |||||||||||||||
Retirement benefit assets
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5 | 12 | 40 | 49 | | |||||||||||||||
Deferred tax assets
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88 | 95 | | | | |||||||||||||||
Current assets
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466 | 419 | 544 | 710 | 892 | |||||||||||||||
Non-current assets classified as held for sale
|
| | 210 | 115 | 98 | |||||||||||||||
Total assets
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2,785 | 2,893 | 3,118 | 3,617 | 3,713 | |||||||||||||||
Current liabilities
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943 | 1,040 | 1,141 | 1,226 | 1,261 | |||||||||||||||
Long-term debt
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776 | 1,016 | 1,334 | 1,748 | 594 | |||||||||||||||
Net assets
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278 | 156 | 1 | 98 | 1,346 | |||||||||||||||
Equity share capital
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155 | 142 | 118 | 163 | 129 | |||||||||||||||
IHG shareholders equity
|
271 | 149 | (6 | ) | 92 | 1,330 | ||||||||||||||
Number of shares in issue at period end (millions)
|
289 | 287 | 286 | 295 | 356 | |||||||||||||||
Pence per ordinary share | $ per ADS | |||||||||||||||||||||||
Interim | Final | Total | Interim | Final | Total | |||||||||||||||||||
Year ended December 31,
|
||||||||||||||||||||||||
2006
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5.10 | 13.30 | 18.40 | 0.096 | 0.259 | 0.355 | ||||||||||||||||||
2007
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5.70 | 14.90 | 20.60 | 0.115 | 0.292 | 0.407 | ||||||||||||||||||
2008
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6.40 | 20.20 | 26.60 | 0.122 | 0.292 | 0.414 | ||||||||||||||||||
2009
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7.30 | 18.70 | 26.00 | 0.122 | 0.292 | 0.414 | ||||||||||||||||||
2010
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8.00 | 22.00 | 30.00 | 0.128 | 0.352 | 0.480 |
Pence per |
||||||||
ordinary share | $ per ADS | |||||||
June 2006
|
118.00 | 2.17 | ||||||
June 2007
|
200.00 | 4.00 |
9
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ITEM 4. | INFORMATION ON THE COMPANY |
13
Asset disposal program detail
|
Number of hotels | Proceeds | Net book value | |||||||||
($ billion) | ||||||||||||
Disposed since April 2003
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185 | 5.6 | 5.3 | |||||||||
Remaining owned and leased hotels as of December 31, 2010
|
15 | | 1.5 |
14
Return of funds program
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Timing | Total return | Returned to date(i) | Still to be returned | ||||||||||||
£501 million special dividend
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Paid in December 2004 | £501m | £501m | Nil | ||||||||||||
First £250 million share buyback
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Completed in 2004 | £250m | £250m | Nil | ||||||||||||
£996 million capital return
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Paid in July 2005 | £996m | £996m | Nil | ||||||||||||
Second £250 million share buyback
|
Completed in 2006 | £250m | £250m | Nil | ||||||||||||
£497 million special dividend
|
Paid in June 2006 | £497m | £497m | Nil | ||||||||||||
Third £250 million share buyback
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Completed in 2007 | £250m | £250m | Nil | ||||||||||||
£709 million special dividend
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Paid in June 2007 | £709m | £709m | Nil | ||||||||||||
£150 million share buyback
|
Deferred | £150m | £120m | £30m | ||||||||||||
Total
|
£3,603m | £3,573 | £30m | |||||||||||||
(i) | As of March 25, 2011. |
15
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Revenue(1)
|
||||||||||||
Americas
|
807 | 772 | 963 | |||||||||
EMEA
|
414 | 397 | 518 | |||||||||
Asia Pacific
|
303 | 245 | 290 | |||||||||
Central(2)
|
104 | 124 | 126 | |||||||||
Total
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1,628 | 1,538 | 1,897 | |||||||||
Operating profit before exceptional operating
items(1)(3)
|
||||||||||||
Americas
|
369 | 288 | 465 | |||||||||
EMEA
|
125 | 127 | 171 | |||||||||
Asia Pacific
|
89 | 52 | 68 | |||||||||
Central
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(139 | ) | (104 | ) | (155 | ) | ||||||
Total
|
444 | 363 | 549 | |||||||||
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(%) | ||||||||||||
Revenue
|
||||||||||||
Americas
|
49.6 | 50.2 | 50.8 | |||||||||
EMEA
|
25.4 | 25.8 | 27.3 | |||||||||
Asia Pacific
|
18.6 | 15.9 | 15.3 | |||||||||
Central
|
6.4 | 8.1 | 6.6 | |||||||||
Total
|
100.0 | 100.0 | 100.0 | |||||||||
Operating profit before exceptional operating items
|
||||||||||||
Americas
|
83.1 | 79.3 | 84.7 | |||||||||
EMEA
|
28.2 | 35.0 | 31.1 | |||||||||
Asia Pacific
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20.0 | 14.3 | 12.4 | |||||||||
Central
|
(31.3 | ) | (28.6 | ) | (28.2 | ) | ||||||
Total
|
100.0 | 100.0 | 100.0 | |||||||||
(1) | The results of operations have been translated into US dollars at the average rates of exchange for the year. In the case of sterling, the translation rate is $1 = £0.65 (2009 $1 = £0.64, 2008 $1 = £0.55). In the case of the euro, the translation rate is $1 = 0.76 (2009 $1 = 0.72, 2008 $1 = 0.68). | |
(2) | Central revenue primarily relates to Holidex (the Groups proprietary reservation system) fee income. Central operating profit includes central revenue less costs related to global functions. | |
(3) | Operating profit before exceptional operating items does not include exceptional operating items for all periods presented. Exceptional operating items (charge unless otherwise noted) by region were the Americas $8 million (2009 $301 million, 2008 $99 million); EMEA credit of $3 million (2009 $22 million, 2008 $21 million); Asia Pacific $2 million (2009 $7 million, 2008 $2 million); and Central $nil (2009 $43 million, 2008 $10 million). |
16
| global economic recovery the global economy grew by 3.8% during 2010 (Oxford Economics), and US historic market data show that following recessions, hotel industry revenues broadly increase ahead of Gross Domestic Product (GDP) (Smith Travel Research). We expect the current recovery to be similar, and are investing in the business to capture demand as it continues to strengthen; | |
| increase in affluence and freedom to travel in emerging markets countries such as China are increasingly significant as domestic and international travel markets. They already have a sizeable hotel industry, and the importance of hotel brands in such emerging markets is growing; | |
| rising global travel volumes airline capacity continues to grow, with affordability of travel improving globally. Business travel is expected to recover in most markets in 2011 and leisure travellers who have been resilient in the downturn will continue to travel both internationally and within domestic markets; | |
| change in demographics as the population ages and becomes wealthier in developed markets, increased leisure time and incomes encourage more travel and hotel stays; conversely, younger generations are increasingly seeking a better work/life balance, with higher expectations from those providing their accommodation. This has positive implications for increased leisure travel; and | |
| demand for branded hotels is growing faster than that for independent hotels. |
17
Marketing and |
The Groups |
The Groups |
||||||||||
Brand | distribution | Staff | Ownership | capital | income | |||||||
Franchised
This is the largest part of our business: 3,783 hotels operate under franchise agreements |
The Groups brands |
The Group | Third party | Third party | None |
Fee % of rooms revenue |
||||||
Managed
The Group manages 639 hotels worldwide |
The Groups brands |
The Group |
The Group usually supplies general manager as a minimum |
Third party | Low/none |
Fee % of total revenue plus % of profit |
||||||
Owned and leased
The Group owns 15 hotels worldwide (less than 1% of our portfolio) |
The Groups brands |
The Group | The Group | The Group | High |
All revenues and profits |
18
Managed |
||||||||||||||||||||||||||||||||
contracts and joint |
||||||||||||||||||||||||||||||||
Franchised | ventures | Owned and leased | Total | |||||||||||||||||||||||||||||
No. of |
No. of |
No. of |
No. of |
No. of |
No. of |
No. of |
No. of |
|||||||||||||||||||||||||
hotels | rooms | hotels | rooms | hotels | rooms | hotels | rooms | |||||||||||||||||||||||||
2010
|
3,783 | 479,320 | 639 | 162,711 | 15 | 5,130 | 4,437 | 647,161 | ||||||||||||||||||||||||
2009
|
3,799 | 483,541 | 622 | 157,287 | 17 | 5,851 | 4,438 | 646,679 | ||||||||||||||||||||||||
2008
|
3,585 | 465,967 | 585 | 148,240 | 16 | 5,644 | 4,186 | 619,851 |
* | Before regional and central overheads, exceptional items, interest and tax |
19
20
| Do the right thing; | |
| Show we care; | |
| Aim Higher; | |
| Celebrate difference; and | |
| Work better together. |
21
Key performance |
Current status and |
|||||
Strategic priorities
|
indicators (KPIs)
|
2010 developments
|
2011 priorities
|
|||
To accelerate profitable growth of our core business in the largest markets where presence and scale really count and also in key global gateway cities. Seek opportunities to leverage our scale in new business areas. |
Sustained system size growth; and
deal signings focused in scale markets and key gateway cities. |
System size maintained at 647,161
rooms; over 90% of deals signed in scale markets and key gateway cities; re-entry into Hawaii with a Holiday Inn Resort; opening our second Hotel Indigo in London, and our first in Asia Pacific, on the Bund in Shanghai; 17 signings of Hotel Indigo and Staybridge Suites outside of North America; and 259 hotels opened globally. |
Continue international roll-out of
Staybridge Suites and Hotel Indigo; accelerate growth strategies in quality locations in agreed scale markets; and continue to leverage scale and build upon improved strategic position during the economic downturn. |
22
Strategic priorities Financial returns To generate higher returns for owners and the Group through increased revenue share, improved operating efficiency and growing margins. Our people Creating hotels that are well run, with brands brought to life by people who are proud of the work they do. Guest experience To operate a portfolio of brands attractive to both owners and guests that have clear market positions and differentiation in the eyes of the guest. Responsible business To take a proactive stance and seek creative solutions through innovation and collaboration on environment and community issues, and to drive increased value for the Group, owners, guests and the communities where we operate. |
Current status and 2010 developments Further procurement efficiencies made; enhanced Customer Relationship Management with new technology and campaign management tools to involve non-Priority Club Rewards (PCR) members; and enhanced communications with PCR loyalty program members with refreshed loyalty systems. Launched and cascaded our Vision to become one of the worlds great companies; developed management tools to deliver a branded guest experience; further emphasis on our culture of learning and development with industry recognition; Celebrate Service week a global event to recognize our people, in partnership with the IAHI ownership community; and managing employee engagement. Global pilots to identify opportunities to create branded hallmarks with guest appeal; near completion of the Holiday Inn relaunch; and grew our industry-leading loyalty program PCR, to 56 million members, contributing $6.5 billion of global system rooms revenue. Green Engage developed (patent pending); rolled out to over 1,000 hotels by December 31, 2010; collaborated with the University of Oxfords Department of Plant Sciences to understand better how hotel design and development impacts the environment; and Corporate Responsibility approach defined and agreed. |
2011 priorities Capitalize on recovery of group and meetings business; strengthen global sales force effectiveness; optimize revenues from third party and Group websites; ensure the Groups industry leading system of delivering demand and revenue to hotels retains competitive advantage; and strengthen loyalty program, with enhanced member offer. Cascade of branded management tools to whole hotel estate, including our franchised hotels; ongoing partnership with IAHI ownership community for people events; continued focus on developing skills to deliver our Vision and branding capability; and opportunities for employees and communities to be involved with Olympics partnership. Leverage strong position of Holiday Inn relaunch with roll-out of global marketing initiatives; ensure growth plans of each brand aligns fully with corporate Vision; focus on strength of Priority Club Rewards and visibly enhance offering to its members in hotels and across global reservations channels; and increase the Groups business from Priority Club Rewards members. Continue to roll out Green Engage to our owned and managed hotels, and expand into the franchised estate in all regions; work with stakeholders, such as Harvard University, to educate decision-makers on the Groups economic impacts; and continue to embed our community strategy, including establishing the IHG Academy program and activating our strategic partner in providing disaster recovery. |
23
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Revenue(1)
|
||||||||||||
Americas
|
||||||||||||
Franchised
|
465 | 437 | 495 | |||||||||
Managed
|
119 | 110 | 168 | |||||||||
Owned and leased
|
223 | 225 | 300 | |||||||||
807 | 772 | 963 | ||||||||||
EMEA
|
||||||||||||
Franchised
|
81 | 83 | 110 | |||||||||
Managed
|
130 | 119 | 168 | |||||||||
Owned and leased
|
203 | 195 | 240 | |||||||||
414 | 397 | 518 | ||||||||||
Asia Pacific
|
||||||||||||
Franchised
|
12 | 11 | 18 | |||||||||
Managed
|
155 | 105 | 113 | |||||||||
Owned and leased
|
136 | 129 | 159 | |||||||||
303 | 245 | 290 | ||||||||||
Central(2)
|
104 | 124 | 126 | |||||||||
Total
|
1,628 | 1,538 | 1,897 | |||||||||
Operating profit before exceptional operating
items(1)(3)
|
||||||||||||
Americas
|
||||||||||||
Franchised
|
392 | 364 | 426 | |||||||||
Managed
|
21 | (40 | ) | 51 | ||||||||
Owned and leased
|
13 | 11 | 55 | |||||||||
Regional overheads
|
(57 | ) | (47 | ) | (67 | ) | ||||||
369 | 288 | 465 | ||||||||||
EMEA
|
||||||||||||
Franchised
|
59 | 60 | 75 | |||||||||
Managed
|
62 | 65 | 95 | |||||||||
Owned and leased
|
40 | 33 | 45 | |||||||||
Regional overheads
|
(36 | ) | (31 | ) | (44 | ) | ||||||
125 | 127 | 171 | ||||||||||
Asia Pacific
|
||||||||||||
Franchised
|
7 | 5 | 8 | |||||||||
Managed
|
73 | 44 | 55 | |||||||||
Owned and leased
|
35 | 30 | 43 | |||||||||
Regional overheads
|
(26 | ) | (27 | ) | (38 | ) | ||||||
89 | 52 | 68 | ||||||||||
Central(2)
|
(139 | ) | (104 | ) | (155 | ) | ||||||
Total
|
444 | 363 | 549 | |||||||||
24
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(%) | ||||||||||||
Revenue
|
||||||||||||
Americas
|
||||||||||||
Franchised
|
28.6 | 28.4 | 26.1 | |||||||||
Managed
|
7.3 | 7.2 | 8.9 | |||||||||
Owned and leased
|
13.7 | 14.6 | 15.8 | |||||||||
49.6 | 50.2 | 50.8 | ||||||||||
EMEA
|
||||||||||||
Franchised
|
5.0 | 5.4 | 5.8 | |||||||||
Managed
|
8.0 | 7.7 | 8.9 | |||||||||
Owned and leased
|
12.4 | 12.7 | 12.6 | |||||||||
25.4 | 25.8 | 27.3 | ||||||||||
Asia Pacific
|
||||||||||||
Franchised
|
0.7 | 0.7 | 0.9 | |||||||||
Managed
|
9.5 | 6.8 | 6.0 | |||||||||
Owned and leased
|
8.4 | 8.4 | 8.4 | |||||||||
18.6 | 15.9 | 15.3 | ||||||||||
Central
|
6.4 | 8.1 | 6.6 | |||||||||
Total
|
100.0 | 100.0 | 100.0 | |||||||||
Operating profit before exceptional operating items
|
||||||||||||
Americas
|
||||||||||||
Franchised
|
88.3 | 100.2 | 77.6 | |||||||||
Managed
|
4.7 | (11.0 | ) | 9.3 | ||||||||
Owned and leased
|
2.9 | 3.0 | 10.0 | |||||||||
Regional overheads
|
(12.8 | ) | (12.9 | ) | (12.2 | ) | ||||||
83.1 | 79.3 | 84.7 | ||||||||||
EMEA
|
||||||||||||
Franchised
|
13.3 | 16.5 | 13.6 | |||||||||
Managed
|
14.0 | 17.9 | 17.3 | |||||||||
Owned and leased
|
9.0 | 9.1 | 8.2 | |||||||||
Regional overheads
|
(8.1 | ) | (8.5 | ) | (8.0 | ) | ||||||
28.2 | 35.0 | 31.1 | ||||||||||
Asia Pacific
|
||||||||||||
Franchised
|
1.6 | 1.4 | 1.5 | |||||||||
Managed
|
16.4 | 12.1 | 10.0 | |||||||||
Owned and leased
|
7.9 | 8.2 | 7.8 | |||||||||
Regional overheads
|
(5.9 | ) | (7.4 | ) | (6.9 | ) | ||||||
20.0 | 14.3 | 12.4 | ||||||||||
Central
|
(31.3 | ) | (28.6 | ) | (28.2 | ) | ||||||
Total
|
100.0 | 100.0 | 100.0 | |||||||||
(1) | The results of operations have been translated into US dollars at the average rates of exchange for the year. In the case of sterling, the translation rate $1 = £0.65 (2009 $1 = £0.64, 2008 $1 = £0.55). In the case of the euro, the translation rate is $1 = 0.76 (2009 $1 = 0.72, 2008 $1 = 0.68). | |
(2) | Central revenue primarily relates to Holidex (the Groups proprietary reservation system) fee income. Central operating profit includes central revenue less costs related to global functions. | |
(3) | Operating profit before exceptional operating items does not include exceptional operating items for all periods presented. Exceptional operating items (charge unless otherwise noted) by region were the Americas $8 million (2009 $301 million, 2008 $99 million); EMEA credit of $3 million (2009 $22 million, 2008 $21 million); Asia Pacific $2 million (2009 $7 million, 2008 $2 million); and Central $nil (2009 $43 million, 2008 $10 million). |
25
26
At December 31, 2010 | ||||||||
Brands
|
Room numbers | Hotels | ||||||
InterContinental Hotels & Resorts
|
58,429 | 171 | ||||||
Crowne Plaza Hotels & Resorts
|
106,155 | 388 | ||||||
Holiday Inn Hotels &
Resorts(1)
|
230,117 | 1,247 | ||||||
Holiday Inn Express
|
191,228 | 2,075 | ||||||
Staybridge Suites
|
20,762 | 188 | ||||||
Candlewood Suites
|
28,253 | 288 | ||||||
Hotel Indigo
|
4,548 | 38 | ||||||
Other
|
7,669 | 42 | ||||||
Total
|
647,161 | 4,437 | ||||||
(1) | Includes Holiday Inn Club Vacations (2,892 rooms, 6 hotels) |
Americas | EMEA | Asia Pacific | ||||||||||
Average room rate
$(1)
|
158.54 | 232.90 | 174.76 | |||||||||
Room
numbers(2)
|
19,120 | 20,111 | 19,198 |
(1) | For the year ended December 31, 2010; quoted at constant US$ exchange rate. Average room rate is for comparable InterContinental hotels. | |
(2) | At December 31, 2010. |
27
Americas | EMEA | Asia Pacific | ||||||||||
Average room rate
$(1)
|
101.94 | 140.39 | 105.16 | |||||||||
Room
numbers(2)
|
57,073 | 22,941 | 26,141 |
(1) | For the year ended December 31, 2010; quoted at constant US$ exchange rate. Average room rate is for comparable Crowne Plaza hotels. | |
(2) | At December 31, 2010. |
Americas | EMEA | Asia Pacific | ||||||||||
Average room rate
$(1)
|
95.12 | 115.51 | 88.57 | |||||||||
Room
numbers(2)(3)
|
147,575 | 52,945 | 29,597 |
(1) | For the year ended December 31, 2010; quoted at constant US$ exchange rate. Average room rate is for comparable Holiday Inn hotels. | |
(2) | At December 31, 2010. | |
(3) | The Americas total includes Holiday Inn Club Vacations (2,892 rooms). |
Americas | EMEA | Asia Pacific | ||||||||||
Average room rate
$(1)
|
95.55 | 95.18 | 45.70 | |||||||||
Room
numbers(2)
|
159,867 | 23,706 | 7,655 |
(1) | For the year ended December 31, 2010; quoted at constant US$ exchange rate. Average room rate is for comparable Holiday Inn Express hotels. | |
(2) | At December 31, 2010. |
28
Americas | EMEA | |||||||
Average room rate
$(1)
|
94.16 | 112.18 | ||||||
Room
numbers(2)
|
20,014 | 748 |
(1) | For the year ended December 31, 2010; quoted at constant US$ exchange rate. Average room rate is for comparable Staybridge Suites hotels. | |
(2) | At December 31, 2010. |
Americas | ||||
Average room rate
$(1)
|
62.30 | |||
Room
numbers(2)
|
28,253 |
(1) | For the year ended December 31, 2010; quoted at constant US$ exchange rate. Average room rate is for comparable Candlewood Suites hotels. | |
(2) | At December 31, 2010. |
Americas | EMEA | Asia Pacific | ||||||||||
Average room rate
$(1)
|
104.36 | 204.65 | | |||||||||
Room
numbers(2)
|
4,254 | 110 | 184 |
(1) | For the year ended December 31, 2010; quoted at constant US$ exchange rate. Average room rate is for comparable Hotel Indigo hotels. | |
(2) | At December 31, 2010. |
29
Americas | EMEA | Asia Pacific | ||||||||||
(% of total) | ||||||||||||
Room
numbers(1)
|
68 | 19 | 13 | |||||||||
Regional operating profit (before central overheads and
exceptional operating
items)(2)
|
63 | 22 | 15 |
(1) | At December 31, 2010. | |
(2) | For the year ended December 31, 2010. |
30
Franchised | Managed | Owned and leased | Total | |||||||||||||||||||||||||||||
Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | |||||||||||||||||||||||||
Americas
|
||||||||||||||||||||||||||||||||
InterContinental
|
27 | 7,616 | 26 | 10,015 | 3 | 1,489 | 56 | 19,120 | ||||||||||||||||||||||||
Crowne Plaza
|
191 | 50,761 | 18 | 6,312 | | | 209 | 57,073 | ||||||||||||||||||||||||
Holiday
Inn(1)
|
787 | 137,691 | 28 | 8,825 | 3 | 1,059 | 818 | 147,575 | ||||||||||||||||||||||||
Holiday Inn Express
|
1,846 | 159,615 | 1 | 252 | | | 1,847 | 159,867 | ||||||||||||||||||||||||
Staybridge Suites
|
137 | 14,280 | 44 | 5,501 | 2 | 233 | 183 | 20,014 | ||||||||||||||||||||||||
Candlewood Suites
|
211 | 18,934 | 77 | 9,319 | | | 288 | 28,253 | ||||||||||||||||||||||||
Hotel Indigo
|
31 | 3,639 | 3 | 405 | 1 | 210 | 35 | 4,254 | ||||||||||||||||||||||||
Other
|
| | 22 | 3,219 | | | 22 | 3,219 | ||||||||||||||||||||||||
Total
|
3,230 | 392,536 | 219 | 43,848 | 9 | 2,991 | 3,458 | 439,375 | ||||||||||||||||||||||||
EMEA
|
||||||||||||||||||||||||||||||||
InterContinental
|
10 | 2,278 | 51 | 16,540 | 3 | 1,293 | 64 | 20,111 | ||||||||||||||||||||||||
Crowne Plaza
|
71 | 15,888 | 27 | 7,053 | | | 98 | 22,941 | ||||||||||||||||||||||||
Holiday Inn
|
245 | 38,250 | 80 | 14,695 | | | 325 | 52,945 | ||||||||||||||||||||||||
Holiday Inn Express
|
194 | 23,241 | 3 | 312 | 1 | 153 | 198 | 23,706 | ||||||||||||||||||||||||
Staybridge Suites
|
1 | 183 | 4 | 565 | | | 5 | 748 | ||||||||||||||||||||||||
Hotel Indigo
|
2 | 110 | | | | | 2 | 110 | ||||||||||||||||||||||||
Other
|
| | 2 | 291 | | | 2 | 291 | ||||||||||||||||||||||||
Total
|
523 | 79,950 | 167 | 39,456 | 4 | 1,446 | 694 | 120,852 | ||||||||||||||||||||||||
Asia Pacific
|
||||||||||||||||||||||||||||||||
InterContinental
|
6 | 1,814 | 44 | 16,889 | 1 | 495 | 51 | 19,198 | ||||||||||||||||||||||||
Crowne Plaza
|
3 | 482 | 78 | 25,659 | | | 81 | 26,141 | ||||||||||||||||||||||||
Holiday Inn
|
9 | 1,826 | 94 | 27,573 | 1 | 198 | 104 | 29,597 | ||||||||||||||||||||||||
Holiday Inn Express
|
1 | 138 | 29 | 7,517 | | | 30 | 7,655 | ||||||||||||||||||||||||
Hotel Indigo
|
| | 1 | 184 | | | 1 | 184 | ||||||||||||||||||||||||
Other
|
11 | 2,574 | 7 | 1,585 | | | 18 | 4,159 | ||||||||||||||||||||||||
Total
|
30 | 6,834 | 253 | 79,407 | 2 | 693 | 285 | 86,934 | ||||||||||||||||||||||||
Total
|
||||||||||||||||||||||||||||||||
InterContinental
|
43 | 11,708 | 121 | 43,444 | 7 | 3,277 | 171 | 58,429 | ||||||||||||||||||||||||
Crowne Plaza
|
265 | 67,131 | 123 | 39,024 | | | 388 | 106,155 | ||||||||||||||||||||||||
Holiday
Inn(1)
|
1,041 | 177,767 | 202 | 51,093 | 4 | 1,257 | 1,247 | 230,117 | ||||||||||||||||||||||||
Holiday Inn Express
|
2,041 | 182,994 | 33 | 8,081 | 1 | 153 | 2,075 | 191,228 | ||||||||||||||||||||||||
Staybridge Suites
|
138 | 14,463 | 48 | 6,066 | 2 | 233 | 188 | 20,762 | ||||||||||||||||||||||||
Candlewood Suites
|
211 | 18,934 | 77 | 9,319 | | | 288 | 28,253 | ||||||||||||||||||||||||
Hotel Indigo
|
33 | 3,749 | 4 | 589 | 1 | 210 | 38 | 4,548 | ||||||||||||||||||||||||
Other
|
11 | 2,574 | 31 | 5,095 | | | 42 | 7,669 | ||||||||||||||||||||||||
Total
|
3,783 | 479,320 | 639 | 162,711 | 15 | 5,130 | 4,437 | 647,161 | ||||||||||||||||||||||||
(1) | Includes Holiday Inn Club Vacations (6 hotels, 2,892 rooms) within franchised. |
31
32
Hotels | Rooms | |||||||||||||||||||||||
Change |
Change |
|||||||||||||||||||||||
Global hotel and room count at December 31,
|
2010 | 2009 | over 2009 | 2010 | 2009 | over 2009 | ||||||||||||||||||
Analyzed by brand
|
||||||||||||||||||||||||
InterContinental
|
171 | 166 | 5 | 58,429 | 56,121 | 2,308 | ||||||||||||||||||
Crowne Plaza
|
388 | 366 | 22 | 106,155 | 100,994 | 5,161 | ||||||||||||||||||
Holiday
Inn(1)
|
1,247 | 1,325 | (78 | ) | 230,117 | 243,460 | (13,343 | ) | ||||||||||||||||
Holiday Inn Express
|
2,075 | 2,069 | 6 | 191,228 | 188,007 | 3,221 | ||||||||||||||||||
Staybridge Suites
|
188 | 182 | 6 | 20,762 | 19,885 | 877 | ||||||||||||||||||
Candlewood Suites
|
288 | 254 | 34 | 28,253 | 25,283 | 2,970 | ||||||||||||||||||
Hotel Indigo
|
38 | 33 | 5 | 4,548 | 4,030 | 518 | ||||||||||||||||||
Other
|
42 | 43 | (1 | ) | 7,669 | 8,899 | (1,230 | ) | ||||||||||||||||
Total
|
4,437 | 4,438 | (1 | ) | 647,161 | 646,679 | 482 | |||||||||||||||||
Analyzed by ownership type
|
||||||||||||||||||||||||
Franchised(1)
|
3,783 | 3,799 | (16 | ) | 479,320 | 483,541 | (4,221 | ) | ||||||||||||||||
Managed
|
639 | 622 | 17 | 162,711 | 157,287 | 5,424 | ||||||||||||||||||
Owned and leased
|
15 | 17 | (2 | ) | 5,130 | 5,851 | (721 | ) | ||||||||||||||||
Total
|
4,437 | 4,438 | (1 | ) | 647,161 | 646,679 | 482 | |||||||||||||||||
(1) | Includes Holiday Inn Club Vacations (6 hotels, 2,892 rooms in both 2010 and 2009). |
33
Hotels | Rooms | |||||||||||||||||||||||
Change |
Change |
|||||||||||||||||||||||
Global pipeline at December 31,
|
2010 | 2009 | over 2009 | 2010 | 2009 | over 2009 | ||||||||||||||||||
Analyzed by brand
|
||||||||||||||||||||||||
InterContinental
|
60 | 63 | (3 | ) | 19,374 | 20,173 | (799 | ) | ||||||||||||||||
Crowne Plaza
|
123 | 129 | (6 | ) | 38,994 | 38,555 | 439 | |||||||||||||||||
Holiday Inn
|
313 | 338 | (25 | ) | 57,505 | 59,008 | (1,503 | ) | ||||||||||||||||
Holiday Inn Express
|
494 | 563 | (69 | ) | 53,219 | 57,756 | (4,537 | ) | ||||||||||||||||
Staybridge Suites
|
101 | 123 | (22 | ) | 10,760 | 13,360 | (2,600 | ) | ||||||||||||||||
Candlewood Suites
|
120 | 169 | (49 | ) | 10,506 | 14,851 | (4,345 | ) | ||||||||||||||||
Hotel Indigo
|
62 | 53 | 9 | 7,627 | 6,660 | 967 | ||||||||||||||||||
Other
|
2 | | 2 | 6,874 | | 6,874 | ||||||||||||||||||
Total
|
1,275 | 1,438 | (163 | ) | 204,859 | 210,363 | (5,504 | ) | ||||||||||||||||
Analyzed by ownership type
|
||||||||||||||||||||||||
Franchised
|
970 | 1,158 | (188 | ) | 113,940 | 126,386 | (12,446 | ) | ||||||||||||||||
Managed
|
305 | 280 | 25 | 90,919 | 83,977 | 6,942 | ||||||||||||||||||
Total
|
1,275 | 1,438 | (163 | ) | 204,859 | 210,363 | (5,504 | ) | ||||||||||||||||
34
Franchised | Managed | Owned and leased | ||||||||||||||||||||||
Change vs |
Change vs |
Change vs |
||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||
Americas
|
||||||||||||||||||||||||
InterContinental
|
||||||||||||||||||||||||
Occupancy
|
58.5 | % | 3.3 | %pts | 68.7 | % | 4.7 | %pts | 79.4 | % | 0.4 | %pts | ||||||||||||
Average daily rate
|
$ | 124.05 | (0.3 | )% | $ | 170.14 | 2.7 | % | $ | 223.15 | 8.1 | % | ||||||||||||
RevPAR
|
$ | 72.54 | 5.7 | % | $ | 116.93 | 10.2 | % | $ | 177.22 | 8.7 | % | ||||||||||||
Crowne Plaza
|
||||||||||||||||||||||||
Occupancy
|
58.3 | % | 3.3 | %pts | 70.7 | % | 3.4 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 97.79 | (1.5 | )% | $ | 125.36 | 1.2 | % | | | ||||||||||||||
RevPAR
|
$ | 57.04 | 4.5 | % | $ | 88.63 | 6.2 | % | | | ||||||||||||||
Holiday Inn
|
||||||||||||||||||||||||
Occupancy
|
58.1 | % | 2.8 | %pts | 68.9 | % | 4.0 | %pts | 72.5 | % | 1.5 | %pts | ||||||||||||
Average daily rate
|
$ | 94.10 | (0.9 | )% | $ | 106.74 | 0.9 | % | $ | 106.24 | (2.1 | )% | ||||||||||||
RevPAR
|
$ | 54.64 | 4.1 | % | $ | 73.56 | 7.1 | % | $ | 76.98 | (0.1 | )% | ||||||||||||
Holiday Inn Express
|
||||||||||||||||||||||||
Occupancy
|
61.8 | % | 3.0 | %pts | 80.3 | % | 5.2 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 95.45 | (0.7 | )% | $ | 133.96 | 2.4 | % | | | ||||||||||||||
RevPAR
|
$ | 58.95 | 4.4 | % | $ | 107.59 | 9.5 | % | | | ||||||||||||||
Staybridge Suites
|
||||||||||||||||||||||||
Occupancy
|
70.4 | % | 6.7 | %pts | 75.3 | % | 6.9 | %pts | 76.7 | % | 8.5 | %pts | ||||||||||||
Average daily rate
|
$ | 92.17 | (2.8 | )% | $ | 98.16 | (3.5 | )% | $ | 89.10 | (5.9 | )% | ||||||||||||
RevPAR
|
$ | 64.91 | 7.4 | % | $ | 73.96 | 6.3 | % | $ | 68.38 | 5.9 | % | ||||||||||||
Candlewood Suites
|
||||||||||||||||||||||||
Occupancy
|
67.1 | % | 5.2 | %pts | 71.9 | % | 8.7 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 66.92 | (5.0 | )% | $ | 57.13 | (8.8 | )% | | | ||||||||||||||
RevPAR
|
$ | 44.88 | 3.0 | % | $ | 41.10 | 3.7 | % | | | ||||||||||||||
Hotel Indigo
|
||||||||||||||||||||||||
Occupancy
|
59.0 | % | 6.7 | %pts | 62.7 | % | 3.3 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 102.99 | (0.7 | )% | $ | 111.17 | 2.6 | % | | | ||||||||||||||
RevPAR
|
$ | 60.76 | 12.0 | % | $ | 69.65 | 8.4 | % | | |
35
Franchised | Managed | Owned and leased | ||||||||||||||||||||||
Change vs |
Change vs |
Change vs |
||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||
EMEA
|
||||||||||||||||||||||||
InterContinental
|
||||||||||||||||||||||||
Occupancy
|
57.3 | % | 1.0 | %pts | 65.8 | % | 4.3 | %pts | 76.5 | % | 2.9 | %pts | ||||||||||||
Average daily rate
|
$ | 283.71 | 0.5 | % | $ | 210.41 | (1.9 | )% | $ | 359.89 | 7.1 | % | ||||||||||||
RevPAR
|
$ | 162.68 | 2.3 | % | $ | 138.55 | 4.9 | % | $ | 275.43 | 11.4 | % | ||||||||||||
Crowne Plaza
|
||||||||||||||||||||||||
Occupancy
|
66.9 | % | 4.7 | %pts | 75.6 | % | 2.7 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 135.32 | (0.8 | )% | $ | 156.14 | (4.7 | )% | | | ||||||||||||||
RevPAR
|
$ | 90.48 | 6.7 | % | $ | 118.03 | (1.2 | )% | | | ||||||||||||||
Holiday Inn
|
||||||||||||||||||||||||
Occupancy
|
64.7 | % | 4.4 | %pts | 71.6 | % | 1.3 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 117.37 | 2.2 | % | $ | 111.30 | 0.9 | % | | | ||||||||||||||
RevPAR
|
$ | 75.99 | 9.6 | % | $ | 79.73 | 2.7 | % | | | ||||||||||||||
Holiday Inn Express
|
||||||||||||||||||||||||
Occupancy
|
69.8 | % | 3.0 | %pts | 50.8 | % | 4.1 | %pts | 70.2 | % | 9.7 | %pts | ||||||||||||
Average daily rate
|
$ | 95.23 | 1.3 | % | $ | 75.33 | (9.8 | )% | $ | 110.30 | 11.7 | % | ||||||||||||
RevPAR
|
$ | 66.43 | 5.9 | % | $ | 38.26 | (2.0 | )% | $ | 77.49 | 29.5 | % | ||||||||||||
Staybridge Suites
|
||||||||||||||||||||||||
Occupancy
|
| | 74.3 | % | 7.7 | %pts | | | ||||||||||||||||
Average daily rate
|
| | $ | 112.18 | (3.1 | )% | | | ||||||||||||||||
RevPAR
|
| | $ | 83.39 | 8.0 | % | | | ||||||||||||||||
Hotel Indigo
|
||||||||||||||||||||||||
Occupancy
|
93.4 | % | 7.4 | %pts | | | | | ||||||||||||||||
Average daily rate
|
$ | 204.65 | 2.2 | % | | | | | ||||||||||||||||
RevPAR
|
$ | 191.16 | 11.1 | % | | | | |
Franchised | Managed | Owned and leased | ||||||||||||||||||||||
Change vs |
Change vs |
Change vs |
||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||
Asia Pacific
|
||||||||||||||||||||||||
InterContinental
|
||||||||||||||||||||||||
Occupancy
|
69.7 | % | 1.2 | %pts | 66.9 | % | 6.1 | %pts | 71.1 | % | 5.9 | %pts | ||||||||||||
Average daily rate
|
$ | 181.67 | 9.6 | % | $ | 165.41 | 1.9 | % | $ | 358.55 | 5.7 | % | ||||||||||||
RevPAR
|
$ | 126.65 | 11.5 | % | $ | 110.59 | 12.2 | % | $ | 254.97 | 15.3 | % | ||||||||||||
Crowne Plaza
|
||||||||||||||||||||||||
Occupancy
|
59.0 | % | 2.5 | %pts | 67.7 | % | 6.8 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 125.74 | (0.5 | )% | $ | 104.93 | 1.6 | % | | | ||||||||||||||
RevPAR
|
$ | 74.21 | 4.0 | % | $ | 71.05 | 12.9 | % | | | ||||||||||||||
Holiday Inn
|
||||||||||||||||||||||||
Occupancy
|
74.7 | % | 2.6 | %pts | 67.3 | % | 5.5 | %pts | 90.1 | % | 5.4 | %pts | ||||||||||||
Average daily rate
|
$ | 84.20 | (1.3 | )% | $ | 88.51 | 5.2 | % | $ | 129.34 | (0.5 | )% | ||||||||||||
RevPAR
|
$ | 62.86 | 2.2 | % | $ | 59.57 | 14.5 | % | $ | 116.52 | 5.8 | % | ||||||||||||
Holiday Inn Express
|
||||||||||||||||||||||||
Occupancy
|
61.3 | % | (2.4 | )%pts | 66.2 | % | 9.5 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 47.79 | (6.4 | )% | $ | 45.61 | 13.7 | % | | | ||||||||||||||
RevPAR
|
$ | 29.27 | (9.9 | )% | $ | 30.20 | 32.6 | % | | | ||||||||||||||
Other
|
||||||||||||||||||||||||
Occupancy
|
70.3 | % | 4.7 | %pts | 77.0 | % | 2.4 | %pts | | | ||||||||||||||
Average daily rate
|
$ | 108.52 | (6.2 | )% | $ | 92.30 | (6.5 | )% | | | ||||||||||||||
RevPAR
|
$ | 76.31 | 0.5 | % | $ | 71.03 | (3.5 | )% | | |
36
(a) | Incorporated in Great Britain and registered in England and Wales. | |
(b) | Incorporated in the United States. | |
(c) | Incorporated in Hong Kong. | |
(d) | Incorporated in France. |
37
Net book value at December 31, 2010
|
Americas | EMEA | Asia Pacific | Total | ||||||||||||
($ million) | ||||||||||||||||
Land and buildings
|
495 | 523 | 317 | 1,335 | ||||||||||||
Fixtures, fittings and equipment
|
119 | 146 | 90 | 355 | ||||||||||||
614 | 669 | 407 | 1,690 | |||||||||||||
| Implementing sound environmental practices in the design, development and operation of its hotels; | |
| Encouraging the development and integration of sustainable technologies; | |
| Endeavoring to reduce its use of energy, water and re-use and recycle the resources consumed by its business wherever practical; | |
| Engaging its customers, colleagues, hotel owners, suppliers and contractors in its efforts to protect the environment; | |
| Providing the training and resources required to meet its objectives; | |
| Monitoring, recording and benchmarking its environmental performance on a regular basis; | |
| Making business decisions taking into account these commitments; and | |
| Communicating its policies, practices and programs to all its stakeholders. |
38
| Innovation the Group develops innovative concepts and technologies, and works closely with its partners to find creative solutions to the challenges it faces. | |
| Collaboration the Groups stakeholders play a key role in helping it identify and tackle its priorities. Stakeholders include guests and corporate clients, hotel owners and franchise holders, local communities, employees, shareholders, suppliers, academic institutions, non-government organizations, governments and industry-specific institutions. |
| Environment reduce energy use in the Groups owned and managed estate by between 6% and 10% over three years (2010-2012) via the use of Green Engage; and | |
| Communities generate local economic opportunities, particularly through the IHG Academy, and provide support through disaster relief. |
| Green Engage Green Engage is the Groups innovative online sustainability management system, which launched in 2009 and, which defines the Groups vision of a sustainable hotel. Green Engage is designed to help hotels reduce energy costs, with hotels achieving energy savings of up to 25%. The system, which has recently received a LEED (Leadership in Energy and Environmental Design) endorsement, allows hotels to track, measure and report on their energy, water and waste, and recommends actions that will cut energy bills without compromising the guest experience. The Group is the worlds first hotel company to be awarded LEED endorsement for an existing hotel program, further cementing its place as an industry leader in sustainability. | |
| IHG Academy The IHG Academy is a public/private partnership with education providers and community organizations that helps the Group create local economic opportunities. | |
| The Innovation Hotel The Groups online innovation hotel takes visitors on a tour of the model hotel of the future, pointing out practical solutions and technology that can make its hotels greener and more efficient. |
ITEM 4A. | UNRESOLVED STAFF COMMENTS |
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
39
40
| Property, plant and equipment $6 million in respect of one hotel in the Americas; and | |
| Other financial assets $1 million in respect of two equity investments in North America. |
41
42
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Total revenue
|
1,628 | 1,538 | 1,897 | |||||||||
Operating profit before exceptional operating items
|
444 | 363 | 549 | |||||||||
Exceptional operating items
|
(7 | ) | (373 | ) | (132 | ) | ||||||
Operating profit/(loss)
|
437 | (10 | ) | 417 | ||||||||
Net financial expenses
|
(62 | ) | (54 | ) | (101 | ) | ||||||
Profit/(loss) before tax
|
375 | (64 | ) | 316 | ||||||||
Tax
|
(97 | ) | 272 | (59 | ) | |||||||
Profit after tax
|
278 | 208 | 257 | |||||||||
Gain on disposal of assets, net of tax
|
2 | 6 | 5 | |||||||||
Profit for the year
|
280 | 214 | 262 | |||||||||
Earnings per ordinary share:
|
||||||||||||
Basic
|
97.2¢ | 74.7¢ | 91.3¢ | |||||||||
Adjusted
|
98.6¢ | 102.8¢ | 120.9¢ |
43
Year ended |
Year ended |
|||||||||||
December 31, |
December 31, |
|||||||||||
2010 | 2009 | Change | ||||||||||
($ million) | % | |||||||||||
Revenue
|
||||||||||||
Americas
|
807 | 772 | 4.5 | |||||||||
EMEA
|
414 | 397 | 4.3 | |||||||||
Asia Pacific
|
303 | 245 | 23.7 | |||||||||
Central
|
104 | 124 | (16.1 | ) | ||||||||
Total
|
1,628 | 1,538 | 5.9 | |||||||||
Operating profit before exceptional operating
items(1)
|
||||||||||||
Americas
|
369 | 288 | 28.1 | |||||||||
EMEA
|
125 | 127 | (1.6 | ) | ||||||||
Asia Pacific
|
89 | 52 | 71.2 | |||||||||
Central
|
(139 | ) | (104 | ) | (33.7 | ) | ||||||
Total
|
444 | 363 | 22.3 | |||||||||
(1) | Operating profit before exceptional operating items does not include exceptional operating items for all periods presented. Exceptional operating items (charge unless otherwise noted) by region were Americas $8 million (2009 $301 million); EMEA credit of $3 million (2009 $22 million); Asia Pacific $2 million (2009 $7 million); and Central $nil (2009 $43 million). |
44
Year ended |
Year ended |
|||||||||||
December 31, |
December 31, |
|||||||||||
2010 | 2009 | Change | ||||||||||
($ million) | % | |||||||||||
Revenue
|
||||||||||||
Franchised
|
465 | 437 | 6.4 | |||||||||
Managed
|
119 | 110 | 8.2 | |||||||||
Owned and leased
|
223 | 225 | (0.9 | ) | ||||||||
Total
|
807 | 772 | 4.5 | |||||||||
Operating profit before exceptional operating items
|
||||||||||||
Franchised
|
392 | 364 | 7.7 | |||||||||
Managed
|
21 | (40 | ) | 152.5 | ||||||||
Owned and leased
|
13 | 11 | 18.2 | |||||||||
426 | 335 | 27.2 | ||||||||||
Regional overheads
|
(57 | ) | (47 | ) | (21.3 | ) | ||||||
Total
|
369 | 288 | 28.1 | |||||||||
45
Year ended |
Year ended |
|||||||||||
December 31, |
December 31, |
|||||||||||
2010 | 2009 | Change | ||||||||||
($ million) | % | |||||||||||
Revenue
|
||||||||||||
Franchised
|
81 | 83 | (2.4 | ) | ||||||||
Managed
|
130 | 119 | 9.2 | |||||||||
Owned and leased
|
203 | 195 | 4.1 | |||||||||
Total
|
414 | 397 | 4.3 | |||||||||
Operating profit before exceptional operating items
|
||||||||||||
Franchised
|
59 | 60 | (1.7 | ) | ||||||||
Managed
|
62 | 65 | (4.6 | ) | ||||||||
Owned and leased
|
40 | 33 | 21.2 | |||||||||
161 | 158 | 1.9 | ||||||||||
Regional overheads
|
(36 | ) | (31 | ) | (16.1 | ) | ||||||
Total
|
125 | 127 | (1.6 | ) | ||||||||
46
Year ended |
Year ended |
|||||||||||
December 31, |
December 31, |
|||||||||||
2010 | 2009 | Change | ||||||||||
($ million) | % | |||||||||||
Revenue
|
||||||||||||
Franchised
|
12 | 11 | 9.1 | |||||||||
Managed
|
155 | 105 | 47.6 | |||||||||
Owned and leased
|
136 | 129 | 5.4 | |||||||||
Total
|
303 | 245 | 23.7 | |||||||||
Operating profit before exceptional operating items
|
||||||||||||
Franchised
|
7 | 5 | 40.0 | |||||||||
Managed
|
73 | 44 | 65.9 | |||||||||
Owned and leased
|
35 | 30 | 16.7 | |||||||||
115 | 79 | 45.6 | ||||||||||
Regional overheads
|
(26 | ) | (27 | ) | 3.7 | |||||||
Total
|
89 | 52 | 71.2 | |||||||||
47
Year ended |
Year ended |
|||||||||||
December 31, |
December 31, |
|||||||||||
2010 | 2009 | Change | ||||||||||
($ million) | % | |||||||||||
Revenue
|
104 | 124 | (16.1 | ) | ||||||||
Gross central costs
|
(243 | ) | (228 | ) | (6.6 | ) | ||||||
Net central costs
|
(139 | ) | (104 | ) | (33.7 | ) | ||||||
Year ended |
Year ended |
|||||||||||
December 31, |
December 31, |
|||||||||||
2010 | 2009 | Change | ||||||||||
($ million) | % | |||||||||||
Assessment fees and contributions received from hotels
|
944 | 875 | 7.9 | |||||||||
Proceeds from sale of Priority Club Rewards points
|
106 | 133 | (20.3 | ) | ||||||||
1,050 | 1,008 | 4.2 | ||||||||||
48
49
50
51
Total amounts |
Less than |
After |
||||||||||||||||||
committed | 1 year | 1-3 Years | 3-5 years | 5 years | ||||||||||||||||
($ million) | ||||||||||||||||||||
Long-term
debt(i)(ii)
|
621 | 1 | 205 | | 415 | |||||||||||||||
Interest
payable(ii)
|
166 | 32 | 56 | 52 | 26 | |||||||||||||||
Finance lease
obligations(iii)
|
3,428 | 16 | 32 | 32 | 3,348 | |||||||||||||||
Operating lease obligations
|
505 | 50 | 76 | 56 | 323 | |||||||||||||||
Agreed pension scheme
contributions(iv)
|
152 | 41 | 17 | | 94 | |||||||||||||||
Capital contracts placed
|
14 | 14 | | | | |||||||||||||||
4,886 | 154 | 386 | 140 | 4,206 | ||||||||||||||||
(i) | Repayment period classified according to the related facility maturity date. | |
(ii) | Including the impact of derivatives. | |
(iii) | Represents the minimum lease payments related to the 99-year lease on the InterContinental Boston. Payments under the lease step up at regular intervals over the lease term. | |
(iv) | Primarily relates to the recovery plan agreed with trustees of the InterContinental Hotels UK Pension Plan (see below). |
52
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
53
Initially |
Date of next |
|||||||||
appointed to |
reappointment |
|||||||||
Name
|
Title
|
the Board | by shareholders(1) | |||||||
James Abrahamson
|
Director | 2010 | 2011 | |||||||
Graham
Allan(2)
|
Director | 2010 | 2011 | |||||||
Andrew Cosslett
|
Director and Chief Executive | 2005 | 2011 | |||||||
David
Kappler(2)
|
Director and Senior Independent Director | 2004 | 2011 | |||||||
Kirk Kinsell
|
Director | 2010 | 2011 | |||||||
Ralph
Kugler(2)
|
Director | 2003 | 2011 | |||||||
Jennifer
Laing(2)
|
Director | 2005 | 2011 | |||||||
Jonathan
Linen(2)
|
Director | 2005 | 2011 | |||||||
Richard Solomons
|
Director and Chief Financial Officer | 2003 | 2011 | |||||||
David Webster
|
Director and Chairman | 2003 | 2011 | |||||||
Ying
Yeh(2)
|
Director | 2007 | 2011 |
(1) | The new UK Corporate Governance Code recommends that all Directors of FTSE 350 companies submit themselves for election or re-election (as appropriate) by shareholders every year. Although IHG is not obliged to follow this recommendation until its Annual General Meeting in 2012, the Board has decided to submit the appointment of all its Directors for shareholder approval in 2011. Therefore, all Directors will retire and offer themselves for election or re-election at the next Annual General Meeting. | |
(2) | Non-executive independent director. |
Initially appointed |
||||||
Name
|
Title
|
to position | ||||
Tom Conophy
|
Executive Vice President and Chief Information Officer | 2006 | ||||
Tracy Robbins
|
Executive Vice President, Human Resources & Group Operations Support | 2005 | ||||
Tom Seddon
|
Executive Vice President and Chief Marketing Officer | 2007 | ||||
George Turner
|
Executive Vice President, General Counsel and Company Secretary | 2009 |
54
55
56
57
Contract |
||||||||
effective |
Unexpired term/ |
|||||||
Directors
|
date | notice period | ||||||
Andrew Cosslett
|
February 3, 2005 | 3 months | ||||||
James Abrahamson
|
August 1, 2010 | 12 months | ||||||
Kirk Kinsell
|
August 1, 2010 | 12 months | ||||||
Richard Solomons
|
April 15, 2003 | 12 months |
58
| review the Groups public statements on internal control, risk management and corporate governance compliance prior to their consideration by the Board; | |
| review the Groups processes for detecting and addressing fraud, misconduct and control weaknesses and to consider the response to any such occurrence, including overseeing the process enabling the anonymous submission of concerns; | |
| review reports from management, internal audit and external audit concerning the effectiveness of internal control, financial reporting and risk management processes; | |
| review with management and the external auditor any financial statements required under UK or US legislation before submission to the Board; | |
| establish, review and maintain the role and effectiveness of the internal audit function, including overseeing the appointment of the Head of Global Internal Audit; | |
| assume responsibility for the appointment, compensation, resignation, dismissal and the overseeing of the external auditor, including review of the external audit, its cost and effectiveness; | |
| pre-approve non-audit work to be carried out by the external auditor and the fees to be paid for that work, along with the monitoring of the external auditors independence; and | |
| oversee the Groups Code of Ethics and Business Conduct and associated procedures for monitoring adherence. |
59
60
Americas | EMEA | Asia Pacific | Central | Total | ||||||||||||||||
2010
|
3,309 | 1,795 | 1,517 | 1,237 | 7,858 | |||||||||||||||
2009
|
3,229 | 1,712 | 1,410 | 1,205 | 7,556 | |||||||||||||||
2008
|
3,384 | 1,824 | 1,470 | 1,271 | 7,949 | |||||||||||||||
61
Ordinary shares |
% of shares |
|||||||
of 1329/47 pence | outstanding(4) | |||||||
Directors
|
||||||||
James Abrahamson
|
146,759 | N/A | ||||||
Graham Allan
|
2,000 | N/A | ||||||
Andrew Cosslett
|
622,718 | 0.21 | ||||||
David Kappler
|
1,400 | N/A | ||||||
Kirk Kinsell
|
109,547 | (2) | N/A | |||||
Ralph Kugler
|
1,169 | N/A | ||||||
Jennifer Laing
|
3,998 | N/A | ||||||
Jonathan Linen
|
7,343 | (1) | N/A | |||||
Richard Solomons
|
252,166 | N/A | ||||||
David Webster
|
34,905 | N/A | ||||||
Ying Yeh
|
Nil | N/A | ||||||
Officers
|
||||||||
Tom Conophy
|
93,071 | N/A | ||||||
Tracy Robbins
|
43,108 | N/A | ||||||
Tom Seddon
|
54,678 | (3) | N/A | |||||
George Turner
|
35,182 | N/A |
(1) | Held as American Depositary Shares (ADSs). | |
(2) | 637 of which are held as ADSs. | |
(3) | 24,000 of which are held as ADSs. | |
(4) | Where no figure is given the shareholding represents less than 0.1% of shares outstanding. |
62
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
March 25, 2011 | March 19, 2010 | March 23, 2009 | ||||||||||||||||||||||
Number of |
Percent |
Number of |
Percent |
Number of |
Percent |
|||||||||||||||||||
Identity of person or group
|
shares/ADSs | of class | shares/ADSs | of class | shares/ADSs | of class | ||||||||||||||||||
Ellerman Corporation Limited
|
N/A | N/A | 29,921,742 | 10.39 | % | 29,921,742 | 10.48 | % | ||||||||||||||||
Southeastern Asset Management, Inc.
|
N/A | N/A | 14,860,671 | 5.16 | % | N/A | N/A | |||||||||||||||||
FIL Limited (Fidelity International)
|
N/A | N/A | 14,687,743 | 5.10 | % | N/A | N/A | |||||||||||||||||
Cedar Rock Capital Limited
|
14,923,417 | 5.15 | % | 14,923,417 | 5.18 | % | 14,923,417 | 5.23 | % | |||||||||||||||
JP Morgan Asset Management Holdings Inc.
|
14,592,363 | 5.03 | % | N/A | N/A | N/A | N/A | |||||||||||||||||
Blackrock, Inc.
|
14,505,612 | 5.00 | % | 14,434,598 | 5.01 | % | N/A | N/A | ||||||||||||||||
Capital Research and Management Company
|
14,495,664 | 5.00 | % | N/A | N/A | N/A | N/A | |||||||||||||||||
Legal & General Group Plc
|
N/A | N/A | % | 11,336,113 | 3.94 | % | 11,416,590 | 4.00 | % | |||||||||||||||
Lloyds Banking Group plc
|
N/A | N/A | 13,619,563 | 4.73 | % | 13,619,563 | 4.77 | % |
ITEM 8. | FINANCIAL INFORMATION |
63
ITEM 9. | THE OFFER AND LISTING |
£ per |
||||||||||||||||
ordinary share | $ per ADS | |||||||||||||||
Year ended December 31,
|
High | Low | High | Low | ||||||||||||
2006
|
12.65 | 8.07 | 26.27 | 14.40 | ||||||||||||
2007
|
14.20 | 8.73 | 32.59 | 17.37 | ||||||||||||
2008
|
8.84 | 4.48 | 17.40 | 6.52 | ||||||||||||
2009
|
9.04 | 4.46 | 14.67 | 6.04 | ||||||||||||
2010
|
12.66 | 8.87 | 20.04 | 13.84 |
£ per |
||||||||||||||||
ordinary share | $ per ADS | |||||||||||||||
Year ended December 31,
|
High | Low | High | Low | ||||||||||||
2009
|
||||||||||||||||
First quarter
|
6.22 | 4.46 | 9.33 | 6.04 | ||||||||||||
Second quarter
|
6.90 | 5.59 | 11.19 | 8.20 | ||||||||||||
Third quarter
|
8.27 | 5.92 | 13.74 | 9.57 | ||||||||||||
Fourth quarter
|
9.04 | 7.64 | 14.67 | 12.26 | ||||||||||||
2010
|
||||||||||||||||
First quarter
|
10.46 | 8.87 | 15.71 | 13.84 | ||||||||||||
Second quarter
|
12.24 | 10.23 | 18.34 | 14.86 | ||||||||||||
Third quarter
|
11.99 | 9.82 | 18.49 | 15.24 | ||||||||||||
Fourth quarter
|
12.66 | 10.81 | 20.04 | 17.20 | ||||||||||||
2011 First quarter (through March 25, 2011)
|
14.35 | 12.28 | 23.28 | 19.60 |
64
£ per |
||||||||||||||||
ordinary share | $ per ADS | |||||||||||||||
Month ended
|
High | Low | High | Low | ||||||||||||
September 2010
|
11.50 | 10.43 | 18.17 | 16.16 | ||||||||||||
October 2010
|
12.25 | 11.27 | 19.35 | 17.89 | ||||||||||||
November 2010
|
12.22 | 10.81 | 20.04 | 17.20 | ||||||||||||
December 2010
|
12.66 | 11.55 | 19.73 | 18.29 | ||||||||||||
January 2011
|
13.53 | 12.43 | 21.86 | 19.73 | ||||||||||||
February 2011
|
14.35 | 13.03 | 23.28 | 21.35 | ||||||||||||
March 2011 (through to March 25, 2011)
|
13.39 | 12.28 | 22.03 | 19.60 |
ITEM 10. | ADDITIONAL INFORMATION |
65
| the chairman of the meeting; | |
| at least five shareholders present in person or by proxy and entitled to vote at the meeting; | |
| any shareholder or shareholders representing in the aggregate not less than one-tenth of the total voting rights of all shareholders entitled to vote at the meeting; or | |
| any shareholder or shareholders holding shares conferring a right to vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. |
66
| an ordinary resolution, which includes resolutions for the election of directors, the approval of financial statements, the cumulative annual payment of dividends, the appointment of auditors, the increase of authorized share capital or the grant of authority to allot shares; and | |
| a special resolution, which includes resolutions amending the Companys articles of association, disapplying statutory pre-emption rights, modifying the rights of any class of the Companys shares at a meeting of the holders of such class or relating to certain matters concerning the Companys winding up or changing the Companys name. |
| after the payment of all creditors including certain preferential creditors, whether statutorily preferred creditors or normal creditors; and | |
| subject to any special rights attaching to any class of shares; |
67
68
69
70
| certain financial institutions; | |
| insurance companies; | |
| dealers and traders in securities or foreign currencies; | |
| persons holding ordinary shares or ADSs as part of a hedge, straddle, conversion transaction, integrated transaction or similar transaction; | |
| persons whose functional currency for US federal income tax purposes is not the US dollar; | |
| partnerships or other entities classified as partnerships for US federal income tax purposes; | |
| persons liable for the alternative minimum tax; | |
| tax-exempt organizations; | |
| persons who acquired our ADSs or ordinary shares pursuant to the exercise of any employee stock option or otherwise as compensation; | |
| holders that, directly or indirectly, hold 10% or more of the Companys voting stock. |
71
72
73
74
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
75
76
Expected to mature before December 31, | ||||||||||||||||||||||||||||
2011 | 2012 | 2013 | 2014 | Thereafter | Total | Fair value(i) | ||||||||||||||||||||||
($ million, except percentages) | ||||||||||||||||||||||||||||
Long-term debt:
|
||||||||||||||||||||||||||||
Fixed rate public bonds (sterling)
|
| | | | 385 | 385 | 404 | |||||||||||||||||||||
Fixed rate payable
|
6.0 | % | 6.0 | % | ||||||||||||||||||||||||
Fixed rate lease debt (US dollar)
|
| | | | 206 | 206 | 217 | |||||||||||||||||||||
Fixed rate payable
|
9.7 | % | 9.7 | % | ||||||||||||||||||||||||
Variable rate bank debt (various currencies)
|
1 | 5 | 197 | | | 203 | 203 | |||||||||||||||||||||
Average interest rate payable
|
0.9 | % | 5.3 | % | 1.2 | % | 1.3 | % |
(local currency million, except percentages) | ||||||||||||||||||||||||||||
Interest rate swaps:
|
||||||||||||||||||||||||||||
Principal (US dollar)
|
| 100 | | | | 100 | (2 | ) | ||||||||||||||||||||
Fixed rate payable
|
2.0 | % | 2.0 | % | ||||||||||||||||||||||||
Variable rate receivable
|
0.3 | % | 0.3 | % | ||||||||||||||||||||||||
Principal (euro)
|
75 | | | | | 75 | (2 | ) | ||||||||||||||||||||
Fixed rate payable
|
5.3 | % | 5.3 | % | ||||||||||||||||||||||||
Variable rate receivable
|
1.0 | % | 1.0 | % |
(local currency million, except percentages) | ||||||||||||||||||||||||||||
Currency swaps:
|
||||||||||||||||||||||||||||
Principal receivable (sterling)
|
| | | | 250 | 250 | (38 | ) | ||||||||||||||||||||
Fixed rate receivable
|
6.0 | % | 6.0 | % | ||||||||||||||||||||||||
Principal payable (US dollar)
|
| | | | 415 | 415 | ||||||||||||||||||||||
Fixed rate payable
|
6.2 | % | 6.2 | % |
(i) | Represents the net present value of the expected cash flows discounted at current market rates of interest, except for the public bonds which are shown at market value. |
77
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Category (as defined by SEC)
|
Depositary actions
|
Associated fee
|
||
(a) Depositing or substituting the underlying shares | Each person to whom ADRs are issued against deposits of Shares, including deposits and issuances in respect of: | $5 for each 100 ADSs (or portion thereof) | ||
share distributions, stock split,
rights, merger
|
||||
Exchange of securities or any other
transactions or event or other distribution affecting the ADSs
or the Deposited Securities
|
||||
(b) Receiving or distributing dividends |
Distribution of stock dividends
|
$5 for each 100 ADSs (or portion thereof) | ||
Distribution of cash
|
$0.02 or less per ADS (or portion thereof) | |||
(c) Selling or exercising rights
|
Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities | $5.00 for each 100 ADSs (or portion thereof) | ||
(d) Withdrawing an underlying security | Acceptance of ADRs surrendered for withdrawal of deposited securities | $5.00 for each 100 ADSs (or portion thereof) | ||
(e) Transferring, splitting or grouping receipts | Transfers, combining or grouping of depositary receipts | $1.50 per ADS | ||
(f) General depositary services, particularly those charged on an annual basis |
Other services performed by the
depositary in administering the ADRs
|
$0.02 per ADS (or portion thereof)* not more than once each calendar year and payable at the sole discretion of the depositary by billing Holders or by deducting such charge from one or more cash dividends or other cash distributions | ||
(g) Expenses of the depositary
|
Expenses incurred on behalf of Holders in connection with: Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment |
Expenses payable at the sole discretion of the depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions $20 per transaction | ||
The depositarys or its
custodians compliance with applicable law, rule or
regulation
|
||||
Stock transfer or other taxes and other
governmental charges
|
||||
Cable, telex, facsimile
transmission/delivery
|
||||
transfer or registration fees in
connection with the deposit and withdrawal of Deposited
Securities
|
||||
Expenses of the depositary in connection
with the conversion of foreign currency into US dollars
(which are paid out of such foreign currency)
|
||||
Any other charge payable by depositary
or its agents
|
* | These fees are not currently being charged by the depositary. |
78
79
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. | CONTROLS AND PROCEDURES |
ITEM 16. | [RESERVED] |
ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. | CODE OF ETHICS |
80
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Year ended December 31, | ||||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Audit fees
|
3.8 | 4.2 | ||||||
Audit related fees
|
2.0 | 1.8 | ||||||
Tax fees
|
2.1 | 1.7 | ||||||
Total
|
7.9 | 7.7 | ||||||
ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
(d) Maximum |
||||||||||||||||
(c) Total number |
number (or |
|||||||||||||||
of shares (or |
approximate dollar |
|||||||||||||||
(b) Average |
units) purchased |
value) of shares (or |
||||||||||||||
(a) Total number |
price paid |
as part of publicly |
units) that may yet be |
|||||||||||||
of shares (or |
per share |
announced plans |
purchased under the |
|||||||||||||
Period of fiscal year | units) purchased | (or unit) | or programs | plans or programs | ||||||||||||
Month 1 (no purchases in this month)
|
866,100 | £9.24 | 0 | 28,557,390 | ||||||||||||
Month 2 (no purchases in this month)
|
500,000 | £8.98 | 0 | 28,557,390 | ||||||||||||
Month 3 (no purchases in this month)
|
215,900 | £9.71 | 0 | 28,557,390 | ||||||||||||
Month 4 (no purchases in this month)
|
0 | 0.00 | 0 | 28,557,390 | ||||||||||||
Month 5 (no purchases in this month)
|
0 | 0.00 | 0 | 28,557,390 | ||||||||||||
Month 6 (no purchases in this month)
|
0 | 0.00 | 0 | 28,777,533 | * | |||||||||||
Month 7 (no purchases in this month)
|
0 | 0.00 | 0 | 28,777,533 | ||||||||||||
Month 8 (no purchases in this month)
|
0 | 0.00 | 0 | 28,777,533 | ||||||||||||
Month 9 (no purchases in this month)
|
0 | 0.00 | 0 | 28,777,533 | ||||||||||||
Month 10 (no purchases in this month)
|
27,000 | £11.53 | 0 | 28,777,533 | ||||||||||||
Month 11 (no purchases in this month)
|
0 | 0.00 | 0 | 28,777,533 | ||||||||||||
Month 12 (no purchases in this month)
|
1,500,000 | £12.32 | 0 | 28,777,533 |
* | Reflects the resolution passed at the Companys Annual General Meeting held on May 28, 2010. |
81
ITEM 16F. | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT |
ITEM 16G. | SUMMARY OF SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES FROM NYSE LISTING STANDARDS |
82
ITEM 17. | FINANCIAL STATEMENTS |
83
ITEM 18. | FINANCIAL STATEMENTS |
Page | ||||
F-1 | ||||
F-2 | ||||
F-3 | ||||
Financial Statements
|
||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-11 | ||||
F-12 | ||||
F-13 | ||||
Schedule for the years ended December 31, 2010, 2009 and
2008
|
||||
S-1 |
ITEM 19. | EXHIBITS |
Exhibit 1
|
Articles of Association of IHG | |
Exhibit 4(a)(i)
|
Trust Deed dated November 27, 2009 relating to a £750 million Euro Medium Term Note Program, among InterContinental Hotels Group PLC, Six Continents Limited, InterContinental Hotels Limited and HSBC Corporate Trustee Company (UK) Limited incorporated by reference to Exhibit 4(a)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (file No. 1-10409) dated April 1, 2010). | |
Exhibit 4(a)(ii)
|
$2,100 million Facility Agreement dated May 2, 2008 among Bank of America N.A., Bank of Tokyo-Mitsubishi UFJ Ltd., Barclays Capital, HSBC Bank plc, Lloyds TSB Bank plc, The Royal Bank of Scotland plc, Société Générale Corporate & Investment Banking and West LB AG (incorporated by reference to Exhibit 4(a)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated April 7, 2009) | |
Exhibit 4(b)(i)
|
Sale and Purchase Agreement dated March 10, 2006 among BHR Luxembourg S.à.r.l., Others, Cooperatie Westbridge Europe I.U.A., Others and Westbridge Hospitality Fund L.P. relating to a portfolio of certain companies and businesses in continental Europe (incorporated by reference to Exhibit 4(b)(viii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 31, 2006) | |
Exhibit 4(b)(ii)
|
Sale and Purchase Agreement dated July 13, 2006 between BHR Holdings BV and MSREF VI Danube BV relating to the sale of certain companies and businesses in continental Europe and Side Letter dated September 5, 2006 (incorporated by reference to Exhibit 4(b)(ix) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 30, 2007) | |
Exhibit 4(c)(i)
|
James Abrahamsons service contract dated January 5, 2009, as amended by a letter dated July 5, 2010. | |
Exhibit 4(c)(ii)
|
Kirk Kinsells service contract commencing on August 1, 2010, as amended by a letter dated July 5, 2010. | |
Exhibit 4(c)(iii)
|
Richard Solomons service contract dated March 16, 2011, commencing on July 1, 2011. |
84
Exhibit 4(c)(iv)
|
Richard Solomons service contract dated February 12, 2003 (incorporated by reference to Exhibit 4(c)(iv) of InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated April 8, 2004) | |
Exhibit 4(c)(v)
|
Richard Solomons letter of appointment dated April 2005, effective from June 27, 2005 on completion of the Scheme of Arrangement and the introduction of the new parent company to the Group (incorporated by reference to Exhibit 4(c)(vi) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 31, 2006) | |
Exhibit 4(c)(vi)
|
Andrew Cossletts service contract dated December 13, 2004 (incorporated by reference to Exhibit 4(c)(v) of InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated May 3, 2005) | |
Exhibit 4(c)(vii)
|
Andrew Cossletts letter of appointment dated April 2005, effective from June 27, 2005 on completion of the Scheme of Arrangement and the introduction of the new parent company to the Group (incorporated by reference to Exhibit 4(c)(viii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated March 31, 2006) | |
Exhibit 8
|
List of Subsidiaries | |
Exhibit 12(a)
|
Certification of Andrew Cosslett filed pursuant to 17 CFR 240.13a-14(a) | |
Exhibit 12(b)
|
Certification of Richard Solomons filed pursuant to 17 CFR 240.13a-14(a) | |
Exhibit 13(a)
|
Certification of Andrew Cosslett and Richard Solomons furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C.1350 | |
Exhibit 15(a)
|
Consent of Ernst & Young LLP (included on page F-4) |
85
F-1
F-2
F-3
F-4
Year ended December 31, |
Year ended December 31, |
Year ended December 31, |
||||||||||||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||||
Before |
Exceptional |
Before |
Exceptional |
Before |
Exceptional |
|||||||||||||||||||||||||||||||
exceptional |
items |
exceptional |
items |
exceptional |
items |
|||||||||||||||||||||||||||||||
items | (Note 5) | Total | items | (Note 5) | Total | items | (Note 5) | Total | ||||||||||||||||||||||||||||
($ million) | ||||||||||||||||||||||||||||||||||||
Revenue (Note 2)
|
1,628 | | 1,628 | 1,538 | | 1,538 | 1,897 | | 1,897 | |||||||||||||||||||||||||||
Cost of sales
|
(753 | ) | | (753 | ) | (769 | ) | (91 | ) | (860 | ) | (852 | ) | | (852 | ) | ||||||||||||||||||||
Administrative expenses
|
(331 | ) | (35 | ) | (366 | ) | (303 | ) | (83 | ) | (386 | ) | (400 | ) | (59 | ) | (459 | ) | ||||||||||||||||||
Other operating income and expenses
|
8 | 35 | 43 | 6 | (2 | ) | 4 | 14 | 25 | 39 | ||||||||||||||||||||||||||
552 | | 552 | 472 | (176 | ) | 296 | 659 | (34 | ) | 625 | ||||||||||||||||||||||||||
Depreciation and amortization (Note 2)
|
(108 | ) | | (108 | ) | (109 | ) | | (109 | ) | (110 | ) | (2 | ) | (112 | ) | ||||||||||||||||||||
Impairment (Note 2)
|
| (7 | ) | (7 | ) | | (197 | ) | (197 | ) | | (96 | ) | (96 | ) | |||||||||||||||||||||
Operating profit/(loss) (Note 2)
|
444 | (7 | ) | 437 | 363 | (373 | ) | (10 | ) | 549 | (132 | ) | 417 | |||||||||||||||||||||||
Financial income (Note 6)
|
2 | | 2 | 3 | | 3 | 12 | | 12 | |||||||||||||||||||||||||||
Financial expenses (Note 6)
|
(64 | ) | | (64 | ) | (57 | ) | | (57 | ) | (113 | ) | | (113 | ) | |||||||||||||||||||||
Profit/(loss) before tax
|
382 | (7 | ) | 375 | 309 | (373 | ) | (64 | ) | 448 | (132 | ) | 316 | |||||||||||||||||||||||
Tax (Note 7)
|
(98 | ) | 1 | (97 | ) | (15 | ) | 287 | 272 | (101 | ) | 42 | (59 | ) | ||||||||||||||||||||||
Profit for the year from continuing operations
|
284 | (6 | ) | 278 | 294 | (86 | ) | 208 | 347 | (90 | ) | 257 | ||||||||||||||||||||||||
Profit for the year from discontinued operations (Note 11)
|
| 2 | 2 | | 6 | 6 | | 5 | 5 | |||||||||||||||||||||||||||
Profit for the year
|
284 | (4 | ) | 280 | 294 | (80 | ) | 214 | 347 | (85 | ) | 262 | ||||||||||||||||||||||||
Attributable to:
|
||||||||||||||||||||||||||||||||||||
Equity holders of the parent
|
284 | (4 | ) | 280 | 293 | (80 | ) | 213 | 347 | (85 | ) | 262 | ||||||||||||||||||||||||
Non-controlling interest
|
| | | 1 | | 1 | | | | |||||||||||||||||||||||||||
284 | (4 | ) | 280 | 294 | (80 | ) | 214 | 347 | (85 | ) | 262 | |||||||||||||||||||||||||
Earnings per ordinary share (Note 9)
|
||||||||||||||||||||||||||||||||||||
Continuing operations:
|
||||||||||||||||||||||||||||||||||||
Basic
|
96.5¢ | 72.6¢ | 89.5¢ | |||||||||||||||||||||||||||||||||
Diluted
|
93.9¢ | 70.2¢ | 86.8¢ | |||||||||||||||||||||||||||||||||
Total operations:
|
||||||||||||||||||||||||||||||||||||
Basic
|
97.2¢ | 74.7¢ | 91.3¢ | |||||||||||||||||||||||||||||||||
Diluted
|
94.6¢ | 72.2¢ | 88.5¢ |
F-5
Year ended |
Year ended |
Year ended |
||||||||||
December 31, |
December 31, |
December 31, |
||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Profit for the year
|
280 | 214 | 262 | |||||||||
Other comprehensive income
|
||||||||||||
Available-for-sale
financial assets:
|
||||||||||||
Gains/(losses) on valuation
|
17 | 11 | (4 | ) | ||||||||
Losses/(gains) reclassified to income on impairment/disposal
|
1 | 4 | (17 | ) | ||||||||
Cash flow hedges:
|
||||||||||||
Losses arising during the year
|
(4 | ) | (7 | ) | (14 | ) | ||||||
Reclassified to financial expenses
|
6 | 11 | 2 | |||||||||
Defined benefit pension plans:
|
||||||||||||
Actuarial losses, net of related tax credit of $7m (2009 $1m,
2008 $13m)
|
(38 | ) | (57 | ) | (23 | ) | ||||||
Change in asset restriction on plans in surplus and liability in
respect of funding commitments, net of related tax credit of
$10m (2009 $nil, 2008 $nil)
|
(38 | ) | 21 | (14 | ) | |||||||
Exchange differences on retranslation of foreign operations,
including related tax credit of $1m (2009 $4m, 2008 $1m)
|
(4 | ) | 43 | (56 | ) | |||||||
Tax related to pension contributions
|
7 | | 8 | |||||||||
Other comprehensive (loss)/income for the year
|
(53 | ) | 26 | (118 | ) | |||||||
Total comprehensive income for the year attributable to
equity holders of the parent
|
227 | 240 | 144 | |||||||||
F-6
Retained earnings and other reserves | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares |
||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital |
held by |
Unrealized |
||||||||||||||||||||||||||||||||||||||||||||||
Number |
Capital |
employee |
gains and |
Currency |
IHG |
Non- |
||||||||||||||||||||||||||||||||||||||||||
of |
Nominal |
Share |
redemption |
share |
Other |
losses |
translation |
Retained |
shareholders |
controlling |
Total |
|||||||||||||||||||||||||||||||||||||
shares(i) | value(i) | premium(ii) | reserve(ii) | trusts(iii) | reserves(iv) | reserve(v) | reserve(vi) | earnings | equity | interest | equity | |||||||||||||||||||||||||||||||||||||
($ million, number of shares millions) | ||||||||||||||||||||||||||||||||||||||||||||||||
At January 1, 2010
|
287 | 63 | 79 | 11 | (4 | ) | (2,900 | ) | 29 | 215 | 2,656 | 149 | 7 | 156 | ||||||||||||||||||||||||||||||||||
Profit for the year
|
| | | | | | | | 280 | 280 | | 280 | ||||||||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Gains on valuation of
available-for-sale
financial assets
|
| | | | | | 17 | | | 17 | | 17 | ||||||||||||||||||||||||||||||||||||
Losses reclassified to income on impairment of
available-for-sale
financial assets
|
| | | | | | 1 | | | 1 | | 1 | ||||||||||||||||||||||||||||||||||||
Losses on cash flow hedges
|
| | | | | | (4 | ) | | | (4 | ) | | (4 | ) | |||||||||||||||||||||||||||||||||
Amounts reclassified to financial expenses on cash flow hedges
|
| | | | | | 6 | | | 6 | | 6 | ||||||||||||||||||||||||||||||||||||
Actuarial losses on defined benefit pension plans
|
| | | | | | | | (38 | ) | (38 | ) | | (38 | ) | |||||||||||||||||||||||||||||||||
Change in asset restriction on pension plans in surplus and
liability in respect of funding commitments
|
| | | | | | | | (38 | ) | (38 | ) | | (38 | ) | |||||||||||||||||||||||||||||||||
Exchange differences on retranslation of foreign operations
|
| | | | | | | (4 | ) | | (4 | ) | | (4 | ) | |||||||||||||||||||||||||||||||||
Tax related to pension contributions
|
| | | | | | | | 7 | 7 | | 7 | ||||||||||||||||||||||||||||||||||||
Total other comprehensive income
|
| | | | | | 20 | (4 | ) | (69 | ) | (53 | ) | | (53 | ) | ||||||||||||||||||||||||||||||||
Total comprehensive income for the year
|
| | | | | | 20 | (4 | ) | 211 | 227 | | 227 | |||||||||||||||||||||||||||||||||||
Issue of ordinary shares
|
2 | 1 | 18 | | | | | | | 19 | | 19 | ||||||||||||||||||||||||||||||||||||
Purchase of own shares by employee share trusts
|
| | | | (53 | ) | | | | | (53 | ) | | (53 | ) | |||||||||||||||||||||||||||||||||
Release of own shares by employee share trusts
|
| | | | 21 | | | | (26 | ) | (5 | ) | | (5 | ) | |||||||||||||||||||||||||||||||||
Equity-settled share-based cost
|
| | | | | | | | 33 | 33 | | 33 | ||||||||||||||||||||||||||||||||||||
Tax related to share schemes
|
| | | | | | | | 22 | 22 | | 22 | ||||||||||||||||||||||||||||||||||||
Equity dividends paid
|
| | | | | | | | (121 | ) | (121 | ) | | (121 | ) | |||||||||||||||||||||||||||||||||
Exchange
|
| (3 | ) | (3 | ) | (1 | ) | 1 | 6 | | | | | | | |||||||||||||||||||||||||||||||||
At December 31, 2010
|
289 | 61 | 94 | 10 | (35 | ) | (2,894 | ) | 49 | 211 | 2,775 | 271 | 7 | 278 | ||||||||||||||||||||||||||||||||||
F-7
Retained earnings and other reserves | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares |
||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital |
held by |
Unrealized |
||||||||||||||||||||||||||||||||||||||||||||||
Number |
Capital |
employee |
gains and |
Currency |
IHG |
Non- |
||||||||||||||||||||||||||||||||||||||||||
of |
Nominal |
Share |
redemption |
share |
Other |
losses |
translation |
Retained |
shareholders |
controlling |
Total |
|||||||||||||||||||||||||||||||||||||
shares(i) | value(i) | premium(ii) | reserve(ii) | trusts(iii) | reserves(iv) | reserve(v) | reserve(vi) | earnings | equity | interest | equity | |||||||||||||||||||||||||||||||||||||
($ million, number of shares millions) | ||||||||||||||||||||||||||||||||||||||||||||||||
At January 1, 2009
|
286 | 57 | 61 | 10 | (49 | ) | (2,890 | ) | 9 | 172 | 2,624 | (6 | ) | 7 | 1 | |||||||||||||||||||||||||||||||||
Profit for the year
|
| | | | | | | | 213 | 213 | 1 | 214 | ||||||||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Gains on valuation of
available-for-sale
financial assets
|
| | | | | | 11 | | | 11 | | 11 | ||||||||||||||||||||||||||||||||||||
Losses reclassified to income on impairment of
available-for-sale
financial assets
|
| | | | | | 4 | | | 4 | | 4 | ||||||||||||||||||||||||||||||||||||
Losses on cash flow hedges
|
| | | | | | (7 | ) | | | (7 | ) | | (7 | ) | |||||||||||||||||||||||||||||||||
Amounts reclassified to financial expenses on cash flow hedges
|
| | | | | | 11 | | | 11 | | 11 | ||||||||||||||||||||||||||||||||||||
Actuarial losses on defined benefit pension plans
|
| | | | | | | | (57 | ) | (57 | ) | | (57 | ) | |||||||||||||||||||||||||||||||||
Change in asset restriction on pension plans in surplus
|
| | | | | | | | 21 | 21 | | 21 | ||||||||||||||||||||||||||||||||||||
Exchange differences on retranslation of foreign operations
|
| | | | | | 1 | 43 | | 44 | (1 | ) | 43 | |||||||||||||||||||||||||||||||||||
Total other comprehensive income
|
| | | | | | 20 | 43 | (36 | ) | 27 | (1 | ) | 26 | ||||||||||||||||||||||||||||||||||
Total comprehensive income for the year
|
| | | | | | 20 | 43 | 177 | 240 | | 240 | ||||||||||||||||||||||||||||||||||||
Issue of ordinary shares
|
1 | | 11 | | | | | | | 11 | | 11 | ||||||||||||||||||||||||||||||||||||
Purchase of own shares by employee share trusts
|
| | | | (6 | ) | | | | | (6 | ) | | (6 | ) | |||||||||||||||||||||||||||||||||
Release of own shares by employee share trusts
|
| | | | 55 | | | | (61 | ) | (6 | ) | | (6 | ) | |||||||||||||||||||||||||||||||||
Equity-settled share-based cost
|
| | | | | | | | 24 | 24 | | 24 | ||||||||||||||||||||||||||||||||||||
Tax related to share schemes
|
| | | | | | | | 10 | 10 | | 10 | ||||||||||||||||||||||||||||||||||||
Equity dividends paid
|
| | | | | | | | (118 | ) | (118 | ) | | (118 | ) | |||||||||||||||||||||||||||||||||
Exchange
|
| 6 | 7 | 1 | (4 | ) | (10 | ) | | | | | | | ||||||||||||||||||||||||||||||||||
At December 31, 2009
|
287 | 63 | 79 | 11 | (4 | ) | (2,900 | ) | 29 | 215 | 2,656 | 149 | 7 | 156 | ||||||||||||||||||||||||||||||||||
F-8
Retained earnings and other reserves | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares |
||||||||||||||||||||||||||||||||||||||||||||||||
Share Capital |
held by |
Unrealized |
||||||||||||||||||||||||||||||||||||||||||||||
Number |
Capital |
employee |
gains and |
Currency |
IHG |
Non- |
||||||||||||||||||||||||||||||||||||||||||
of |
Nominal |
Share |
redemption |
share |
Other |
losses |
translation |
Retained |
shareholders |
controlling |
Total |
|||||||||||||||||||||||||||||||||||||
shares(i) | value(i) | premium(ii) | reserve(ii) | trusts(iii) | reserves(iv) | reserve(v) | reserve(vi) | earnings | equity | interest | equity | |||||||||||||||||||||||||||||||||||||
($ million, number of shares millions) | ||||||||||||||||||||||||||||||||||||||||||||||||
At January 1, 2008
|
295 | 81 | 82 | 10 | (83 | ) | (2,918 | ) | 38 | 233 | 2,649 | 92 | 6 | 98 | ||||||||||||||||||||||||||||||||||
Profit for the year
|
| | | | | | | | 262 | 262 | | 262 | ||||||||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Losses on valuation of
available-for-sale
financial assets
|
| | | | | | (4 | ) | | | (4 | ) | | (4 | ) | |||||||||||||||||||||||||||||||||
Gains reclassified to income on disposal of
available-for-sale
financial assets
|
| | | | | | (17 | ) | | | (17 | ) | | (17 | ) | |||||||||||||||||||||||||||||||||
Losses on cash flow hedges
|
| | | | | | (14 | ) | | | (14 | ) | | (14 | ) | |||||||||||||||||||||||||||||||||
Amounts reclassified to financial expenses on cash flow hedges
|
| | | | | | 2 | | | 2 | | 2 | ||||||||||||||||||||||||||||||||||||
Actuarial losses on defined benefit pension plans
|
| | | | | | | | (23 | ) | (23 | ) | | (23 | ) | |||||||||||||||||||||||||||||||||
Change in asset restriction on pension plans in surplus
|
| | | | | | | | (14 | ) | (14 | ) | | (14 | ) | |||||||||||||||||||||||||||||||||
Exchange differences on retranslation of foreign operations
|
| | | | | | 4 | (61 | ) | 1 | (56 | ) | | (56 | ) | |||||||||||||||||||||||||||||||||
Tax related to pension contributions
|
| | | | | | | | 8 | 8 | | 8 | ||||||||||||||||||||||||||||||||||||
Total other comprehensive income
|
| | | | | | (29 | ) | (61 | ) | (28 | ) | (118 | ) | | (118 | ) | |||||||||||||||||||||||||||||||
Total comprehensive income for the year
|
| | | | | | (29 | ) | (61 | ) | 234 | 144 | | 144 | ||||||||||||||||||||||||||||||||||
Issue of ordinary shares
|
| | 2 | | | | | | | 2 | | 2 | ||||||||||||||||||||||||||||||||||||
Repurchase of shares
|
(9 | ) | (3 | ) | | | | | | | (136 | ) | (139 | ) | | (139 | ) | |||||||||||||||||||||||||||||||
Transfer to capital redemption reserve
|
| | | 3 | | | | | (3 | ) | | | | |||||||||||||||||||||||||||||||||||
Purchase of own shares by employee share trusts
|
| | | | (24 | ) | | | | | (24 | ) | | (24 | ) | |||||||||||||||||||||||||||||||||
Release of own shares by employee share trusts
|
| | | | 39 | | | | (53 | ) | (14 | ) | | (14 | ) | |||||||||||||||||||||||||||||||||
Equity-settled share-based cost
|
| | | | | | | | 49 | 49 | | 49 | ||||||||||||||||||||||||||||||||||||
Tax related to share schemes
|
| | | | | | | | 2 | 2 | | 2 | ||||||||||||||||||||||||||||||||||||
Equity dividends paid
|
| | | | | | | | (118 | ) | (118 | ) | | (118 | ) | |||||||||||||||||||||||||||||||||
Exchange and other adjustments
|
| (21 | ) | (23 | ) | (3 | ) | 19 | 28 | | | | | 1 | 1 | |||||||||||||||||||||||||||||||||
At December 31, 2008
|
286 | 57 | 61 | 10 | (49 | ) | (2,890 | ) | 9 | 172 | 2,624 | (6 | ) | 7 | 1 | |||||||||||||||||||||||||||||||||
F-9
(i) | The Company was incorporated and registered in England and Wales with registered number 5134420 on May 21, 2004 as a limited company under the Companies Act 1985 with the name Hackremco (No. 2154) Limited. On March 24, 2005 Hackremco (No. 2154) Limited changed its name to New InterContinental Hotels Group Limited. On April 27, 2005 New InterContinental Hotels Group Limited re-registered as a public limited company and changed its name to New InterContinental Hotels Group PLC. On June 27, 2005 New InterContinental Hotels Group PLC changed its name to InterContinental Hotels Group PLC. | |
On June 1, 2006, shareholders approved a share capital consolidation on the basis of seven new ordinary shares for every eight existing ordinary shares. This provided for all the authorized ordinary shares of 10 pence each (whether issued or unissued) to be consolidated into new ordinary shares of 113/7 pence each. The share capital consolidation became effective on June 12, 2006. | ||
On June 1, 2007, shareholders approved a share capital consolidation on the basis of 47 new ordinary shares for every 56 existing ordinary shares. This provided for all the authorized ordinary shares of 113/7 pence each (whether issued or unissued) to be consolidated into new ordinary shares of 1329/47 pence each. The share capital consolidation became effective on June 4, 2007. | ||
At September 30, 2009, the authorized share capital was £160,050,000, comprising 1,175,000,000 ordinary shares of 1329/47 pence each and one redeemable preference share of £50,000. As a result of the resolution passed at the Annual General Meeting on May 29, 2009 amending the articles of association in line with the Companies Act 2006, from October 1, 2009 the Company no longer has an authorized share capital. | ||
During 2004 and 2005, the Company undertook to return funds of up to £750 million to shareholders by way of three consecutive £250 million share repurchase programs, the third of which was completed in the first half of 2007. In June 2007, a further £150 million share repurchase program commenced. | ||
During 2008, 9,219,325 (2007 7,724,844) ordinary shares were repurchased and canceled under the authorities granted by shareholders at the Extraordinary General Meeting held on June 1, 2007 and at the Annual General Meeting held on May 30, 2008. The Company deferred its £150 million share repurchase program in November 2008 in order to preserve cash and maintain the strength of the Groups financial position. No shares were repurchased in 2010 or 2009. | ||
The authority given to the Company at the Annual General Meeting on May 28, 2010 to purchase its own shares was still valid at December 31, 2010. A resolution to renew the authority will be put to shareholders at the Annual General Meeting on May 27, 2011. | ||
(ii) | The share premium reserve and capital redemption reserve are not distributable. The share premium reserve has a balance of $94 million (2009 $79 million, 2008 $61 million) representing the amount of proceeds received for shares in excess of their nominal value. The capital redemption reserve maintains the nominal value of the equity share capital of the Company when shares are repurchased or canceled. | |
(iii) | The shares held by employee share trusts comprises $34.6 million (2009 $3.8 million, 2008 $49.2 million) in respect of 1.9 million (2009 0.3 million, 2008 3.0 million) InterContinental Hotels Group PLC ordinary shares held by employee share trusts, with a market value at December 31, 2010 of $37 million (2009 $4 million, 2008 $25 million). | |
(iv) | Other reserves comprises the merger and revaluation reserves previously recognized under UK GAAP, together with the reserve arising as a consequence of the Groups capital reorganization in June 2005. Following the change in presentational currency to the US dollar in 2008, this reserve also includes exchange differences arising on the retranslation to period-end exchange rates of equity share capital, the capital redemption reserve and shares held by employee share trusts. | |
(v) | The unrealized gains and losses reserve records movements to fair value of available-for-sale financial assets and the effective portion of the cumulative net change in the fair value of the cash flow hedging instruments related to hedged transactions that have not yet occurred. | |
The fair value of cash flow hedging instruments outstanding at December 31, 2010 was a $4 million liability (2009 $7 million, 2008 $10 million). | ||
(vi) | The currency translation reserve records the movement in exchange differences arising from the translation of the financial statements of foreign operations and exchange differences on foreign currency borrowings and derivative instruments that provide a hedge against net investments in foreign operations. On adoption of IFRS, cumulative exchange differences were deemed to be $nil as permitted by IFRS 1. | |
The fair value of derivative instruments designated as hedges of net investments in foreign operations outstanding at December 31, 2010 was a $40 million liability (2009 $13 million, 2008 $nil). |
F-10
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
ASSETS
|
||||||||
Property, plant and equipment (Note 10)
|
1,690 | 1,836 | ||||||
Goodwill (Note 12)
|
92 | 82 | ||||||
Intangible assets (Note 13)
|
266 | 274 | ||||||
Investment in associates (Note 14)
|
43 | 45 | ||||||
Retirement benefit assets (Note 3)
|
5 | 12 | ||||||
Other financial assets (Note 15)
|
135 | 130 | ||||||
Deferred tax assets (Note 25)
|
88 | 95 | ||||||
Total non-current assets
|
2,319 | 2,474 | ||||||
Inventories (Note 16)
|
4 | 4 | ||||||
Trade and other receivables (Note 17)
|
371 | 335 | ||||||
Current tax receivable
|
13 | 35 | ||||||
Cash and cash equivalents (Note 18)
|
78 | 40 | ||||||
Other financial assets (Note 15)
|
| 5 | ||||||
Total current assets
|
466 | 419 | ||||||
Total assets (Note 2)
|
2,785 | 2,893 | ||||||
LIABILITIES
|
||||||||
Loans and other borrowings (Note 22)
|
(18) | (106) | ||||||
Derivative financial instruments (Note 23)
|
(6) | (7) | ||||||
Trade and other payables (Note 19)
|
(722) | (668) | ||||||
Provisions (Note 20)
|
(30) | (65) | ||||||
Current tax payable
|
(167) | (194) | ||||||
Total current liabilities
|
(943) | (1,040) | ||||||
Loans and other borrowings (Note 22)
|
(776) | (1,016) | ||||||
Derivative financial instruments (Note 23)
|
(38) | (13) | ||||||
Retirement benefit obligations (Note 3)
|
(200) | (142) | ||||||
Trade and other payables (Note 19)
|
(464) | (408) | ||||||
Provisions (Note 20)
|
(2) | | ||||||
Deferred tax liabilities (Note 25)
|
(84) | (118) | ||||||
Total non-current liabilities
|
(1,564) | (1,697) | ||||||
Total liabilities (Note 2)
|
(2,507) | (2,737) | ||||||
Net assets
|
278 | 156 | ||||||
EQUITY
|
||||||||
Equity share capital
|
155 | 142 | ||||||
Capital redemption reserve
|
10 | 11 | ||||||
Shares held by employee share trusts
|
(35) | (4) | ||||||
Other reserves
|
(2,894) | (2,900) | ||||||
Unrealized gains and losses reserve
|
49 | 29 | ||||||
Currency translation reserve
|
211 | 215 | ||||||
Retained earnings
|
2,775 | 2,656 | ||||||
IHG shareholders equity
|
271 | 149 | ||||||
Non-controlling interest
|
7 | 7 | ||||||
Total equity
|
278 | 156 | ||||||
F-11
Year ended |
Year ended |
Year ended |
||||||||||
December 31, |
December 31, |
December 31, |
||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Profit for the year
|
280 | 214 | 262 | |||||||||
Adjustments for:
|
||||||||||||
Net financial expenses
|
62 | 54 | 101 | |||||||||
Income tax charge/(credit)
|
97 | (272 | ) | 59 | ||||||||
Depreciation and amortization
|
108 | 109 | 112 | |||||||||
Impairment
|
7 | 197 | 96 | |||||||||
Other exceptional operating items
|
| 176 | 34 | |||||||||
Gain on disposal of assets, net of tax
|
(2 | ) | (6 | ) | (5 | ) | ||||||
Equity-settled share-based cost, net of payments
|
26 | 14 | 31 | |||||||||
Other items
|
1 | 1 | 3 | |||||||||
Operating cash flow before movements in working capital
|
579 | 487 | 693 | |||||||||
(Increase)/decrease in trade and other receivables
|
(35 | ) | 58 | 42 | ||||||||
Net change in loyalty program liability and System Fund surplus
|
10 | 42 | 55 | |||||||||
Increase/(decrease) in other trade and other payables
|
131 | (41 | ) | 26 | ||||||||
Utilization of provisions
|
(54 | ) | | | ||||||||
Retirement benefit contributions, net of cost
|
(27 | ) | (2 | ) | (27 | ) | ||||||
Cash flows relating to exceptional operating items
|
(21 | ) | (60 | ) | (49 | ) | ||||||
Cash flow from operations
|
583 | 484 | 740 | |||||||||
Interest paid
|
(59 | ) | (53 | ) | (112 | ) | ||||||
Interest received
|
2 | 2 | 12 | |||||||||
Tax (paid)/received on operating activities
|
(64 | ) | (1 | ) | 1 | |||||||
Net cash from operating activities
|
462 | 432 | 641 | |||||||||
Cash flow from investing activities
|
||||||||||||
Purchases of property, plant and equipment
|
(62 | ) | (100 | ) | (53 | ) | ||||||
Purchases of intangible assets
|
(29 | ) | (33 | ) | (49 | ) | ||||||
Investment in associates and other financial assets
|
(4 | ) | (15 | ) | (6 | ) | ||||||
Disposal of assets, net of costs and cash disposed of
|
107 | 20 | 25 | |||||||||
Proceeds from associates and other financial assets
|
28 | 15 | 61 | |||||||||
Tax paid on disposals
|
(4 | ) | (1 | ) | (3 | ) | ||||||
Net cash from investing activities
|
36 | (114 | ) | (25 | ) | |||||||
Cash flow from financing activities
|
||||||||||||
Proceeds from the issue of share capital
|
19 | 11 | 2 | |||||||||
Purchase of own shares
|
| | (139 | ) | ||||||||
Purchase of own shares by employee share trusts
|
(53 | ) | (8 | ) | (22 | ) | ||||||
Proceeds on release of own shares by employee share trusts
|
| 2 | 2 | |||||||||
Dividends paid to shareholders
|
(121 | ) | (118 | ) | (118 | ) | ||||||
Issue of £250m 6% bonds
|
| 411 | | |||||||||
Decrease in other borrowings
|
(292 | ) | (660 | ) | (316 | ) | ||||||
Net cash from financing activities
|
(447 | ) | (362 | ) | (591 | ) | ||||||
Net movement in cash and cash equivalents in the year
|
51 | (44 | ) | 25 | ||||||||
Cash and cash equivalents at beginning of the year
|
40 | 82 | 105 | |||||||||
Exchange rate effects
|
(13 | ) | 2 | (48 | ) | |||||||
Cash and cash equivalents at end of the year
|
78 | 40 | 82 | |||||||||
F-12
Note 1 | Accounting policies |
Consolidated Financial |
||||||||
Statements authorized on | ||||||||
February 14, 2011 | April 11, 2011 | |||||||
Profit before tax ($ million)
|
397 | 375 | ||||||
Profit for the year ($ million)
|
293 | 280 | ||||||
Net assets ($ million)
|
291 | 278 | ||||||
Basic earnings per share (cents)
|
101.7 | 97.2 | ||||||
Diluted earnings per share (cents)
|
99.0 | 94.6 | ||||||
F-13
F-14
Buildings
|
lesser of 50 years and unexpired term of lease; and | |
Fixtures, fittings and equipment
|
three to 25 years. |
F-15
F-16
F-17
F-18
F-19
| has a continuing managerial involvement to the degree associated with asset ownership; | |
| has transferred the significant risks and rewards associated with asset ownership; and | |
| can reliably measure and will actually receive the proceeds. |
F-20
| Trade receivables a provision for impairment of trade receivables is made on the basis of historical experience and other factors considered relevant by management. | |
| Impairment the Group determines whether goodwill is impaired on an annual basis or more frequently if there are indicators of impairment. Other non-current assets, including property, plant and equipment, are tested for impairment if there are indicators of impairment. Impairment testing requires an estimate of future cash flows and the choice of a suitable discount rate and, in the case of hotels, an assessment of recoverable amount based on comparable market transactions. | |
| System Fund in addition to management or franchise fees, hotels within the IHG system pay cash assessments and contributions which are collected by IHG for specific use within the System Fund (the Fund). The Fund also receives proceeds from the sale of Priority Club Rewards points. IHG exerts significant influence over the operation of the Fund, however the Fund is managed for the benefit of hotels in the system with the objective of driving revenues for the hotels. The Fund is used to pay for marketing, the Priority Club Rewards loyalty program and the global reservation system. The Fund is planned to operate at breakeven with any short-term timing surplus or deficit carried in the Consolidated statement of financial position within working capital. |
| Loyalty program the hotel loyalty program, Priority Club Rewards, enables members to earn points, funded through hotel assessments, during each qualifying stay at an IHG branded hotel and redeem points at a later date for free accommodation or other benefits. The future redemption liability is included in trade and other payables and is estimated using eventual redemption rates determined by actuarial methods and points values. Actuarial gains and losses on the future redemption liability are borne by the System Fund and any resulting changes in the liability would correspondingly adjust the amount of short-term timing differences held in the Consolidated statement of financial position. | |
| Retirement and other post-employment benefits the cost of defined benefit pension plans and other post-employment benefits is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. | |
| Tax provisions for tax accruals require judgments on the interpretation of tax legislation, developments in tax case law and the potential outcomes of tax audits and appeals. In addition, deferred tax assets are recognized for unused tax attributes to the extent that it is probable that taxable profit will be available |
F-21
against which they can be utilized. Judgment is required as to the amount that can be recognized based on the likely amount and timing of future taxable profits, taking into account expected tax planning. Deferred tax balances are dependent on managements expectations regarding the manner and timing of recovery of the related assets. |
| Other the Group also makes estimates and judgments in the valuation of franchise and management agreements acquired on asset disposals, the valuation of financial assets classified as available-for-sale, the outcome of legal proceedings and claims and in the valuation of share-based payment costs. |
F-22
Note 2 | Exchange Rates and Segmental Information |
F-23
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Franchised
|
465 | 81 | 12 | | 558 | |||||||||||||||
Managed
|
119 | 130 | 155 | | 404 | |||||||||||||||
Owned and leased
|
223 | 203 | 136 | | 562 | |||||||||||||||
Central
|
| | | 104 | 104 | |||||||||||||||
Total revenue*
|
807 | 414 | 303 | 104 | 1,628 | |||||||||||||||
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Franchised
|
392 | 59 | 7 | | 458 | |||||||||||||||
Managed
|
21 | 62 | 73 | | 156 | |||||||||||||||
Owned and leased
|
13 | 40 | 35 | | 88 | |||||||||||||||
Regional and central
|
(57 | ) | (36 | ) | (26 | ) | (139 | ) | (258 | ) | ||||||||||
Reportable segments operating profit
|
369 | 125 | 89 | (139 | ) | 444 | ||||||||||||||
Exceptional operating items (Note 5)
|
(8 | ) | 3 | (2 | ) | | (7 | ) | ||||||||||||
Operating profit*
|
361 | 128 | 87 | (139 | ) | 437 | ||||||||||||||
Continuing | Discontinued | Group | ||||||||||
($ million) | ||||||||||||
Reportable segments operating profit
|
444 | | 444 | |||||||||
Exceptional operating items
|
(7 | ) | | (7 | ) | |||||||
Operating profit
|
437 | | 437 | |||||||||
Net finance costs
|
(62 | ) | | (62 | ) | |||||||
Profit before tax
|
375 | | 375 | |||||||||
Tax
|
(97 | ) | | (97 | ) | |||||||
Profit after tax
|
278 | | 278 | |||||||||
Gain on disposal of assets, net of tax
|
| 2 | 2 | |||||||||
Profit for the year
|
278 | 2 | 280 | |||||||||
* | Relates to continuing operations. |
F-24
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Segment assets
|
891 | 856 | 665 | 194 | 2,606 | |||||||||||||||
Unallocated assets:
|
||||||||||||||||||||
Deferred tax assets
|
88 | |||||||||||||||||||
Current tax receivable
|
13 | |||||||||||||||||||
Cash and cash equivalents
|
78 | |||||||||||||||||||
Total assets
|
2,785 | |||||||||||||||||||
Segment liabilities
|
(474 | ) | (290 | ) | (86 | ) | (568 | ) | (1,418 | ) | ||||||||||
Unallocated liabilities:
|
||||||||||||||||||||
Current tax payable
|
(167 | ) | ||||||||||||||||||
Deferred tax liabilities
|
(84 | ) | ||||||||||||||||||
Loans and other borrowings
|
(794 | ) | ||||||||||||||||||
Derivatives
|
(44 | ) | ||||||||||||||||||
Total liabilities
|
(2,507 | ) | ||||||||||||||||||
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Capital expenditure (see below)
|
37 | 8 | 12 | 40 | 97 | |||||||||||||||
Non-cash items:
|
||||||||||||||||||||
Onerous management contracts
|
| 3 | | | 3 | |||||||||||||||
Litigation
|
22 | | | | 22 | |||||||||||||||
Depreciation and
amortization(i)
|
33 | 25 | 30 | 20 | 108 | |||||||||||||||
Impairment losses
|
7 | | | | 7 | |||||||||||||||
Share-based payments cost
|
| | | 32 | 32 | |||||||||||||||
(i) | Included in the $108 million of depreciation and amortization is $31 million relating to administrative expenses and $77 million relating to cost of sales. |
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Capital expenditure per management reporting
|
37 | 8 | 12 | 40 | 97 | |||||||||||||||
Management contract acquired on disposal
|
5 | | | | 5 | |||||||||||||||
Timing differences
|
| (1 | ) | (4 | ) | | (5 | ) | ||||||||||||
Capital expenditure per the financial statements
|
42 | 7 | 8 | 40 | 97 | |||||||||||||||
Comprising additions to:
|
||||||||||||||||||||
Property, plant and equipment
|
27 | 6 | 3 | 23 | 59 | |||||||||||||||
Intangible assets
|
11 | 1 | 5 | 17 | 34 | |||||||||||||||
Other financial assets
|
4 | | | | 4 | |||||||||||||||
42 | 7 | 8 | 40 | 97 | ||||||||||||||||
F-25
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Franchised
|
437 | 83 | 11 | | 531 | |||||||||||||||
Managed
|
110 | 119 | 105 | | 334 | |||||||||||||||
Owned and leased
|
225 | 195 | 129 | | 549 | |||||||||||||||
Central
|
| | | 124 | 124 | |||||||||||||||
Total revenue*
|
772 | 397 | 245 | 124 | 1,538 | |||||||||||||||
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Franchised
|
364 | 60 | 5 | | 429 | |||||||||||||||
Managed
|
(40 | ) | 65 | 44 | | 69 | ||||||||||||||
Owned and leased
|
11 | 33 | 30 | | 74 | |||||||||||||||
Regional and central
|
(47 | ) | (31 | ) | (27 | ) | (104 | ) | (209 | ) | ||||||||||
Reportable segments operating profit
|
288 | 127 | 52 | (104 | ) | 363 | ||||||||||||||
Exceptional operating items (Note 5)
|
(301 | ) | (22 | ) | (7 | ) | (43 | ) | (373 | ) | ||||||||||
Operating loss*
|
(13 | ) | 105 | 45 | (147 | ) | (10 | ) | ||||||||||||
Continuing | Discontinued | Group | ||||||||||
($ million) | ||||||||||||
Reportable segments operating profit
|
363 | | 363 | |||||||||
Exceptional operating items
|
(373 | ) | | (373 | ) | |||||||
Operating loss
|
(10 | ) | | (10 | ) | |||||||
Net finance costs
|
(54 | ) | | (54 | ) | |||||||
Loss before tax
|
(64 | ) | | (64 | ) | |||||||
Tax
|
272 | | 272 | |||||||||
Profit after tax
|
208 | | 208 | |||||||||
Gain on disposal of assets, net of tax
|
| 6 | 6 | |||||||||
Profit for the year
|
208 | 6 | 214 | |||||||||
* | Relates to continuing operations. |
F-26
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Segment assets
|
970 | 926 | 631 | 196 | 2,723 | |||||||||||||||
Unallocated assets:
|
||||||||||||||||||||
Deferred tax assets
|
95 | |||||||||||||||||||
Current tax receivable
|
35 | |||||||||||||||||||
Cash and cash equivalents
|
40 | |||||||||||||||||||
Total assets
|
2,893 | |||||||||||||||||||
Segment liabilities
|
(417 | ) | (236 | ) | (63 | ) | (567 | ) | (1,283 | ) | ||||||||||
Unallocated liabilities:
|
||||||||||||||||||||
Current tax payable
|
(194 | ) | ||||||||||||||||||
Deferred tax liabilities
|
(118 | ) | ||||||||||||||||||
Loans and other borrowings
|
(1,122 | ) | ||||||||||||||||||
Derivatives
|
(20 | ) | ||||||||||||||||||
Total liabilities
|
(2,737 | ) | ||||||||||||||||||
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Capital expenditure (see below)
|
80 | 5 | 14 | 37 | 136 | |||||||||||||||
Non-cash items:
|
||||||||||||||||||||
Onerous management contracts
|
91 | | | | 91 | |||||||||||||||
Depreciation and
amortization(i)
|
33 | 29 | 28 | 19 | 109 | |||||||||||||||
Impairment losses
|
189 | 8 | | | 197 | |||||||||||||||
Share-based payments costs
|
| | | 22 | 22 | |||||||||||||||
(i) | Included in the $109 million of depreciation and amortization is $29 million relating to administrative expenses and $80 million relating to cost of sales. |
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Capital expenditure per management reporting
|
80 | 5 | 14 | 37 | 136 | |||||||||||||||
Timing differences
|
(45 | ) | 1 | 1 | | (43 | ) | |||||||||||||
Capital expenditure per the financial statements
|
35 | 6 | 15 | 37 | 93 | |||||||||||||||
Comprising additions to:
|
||||||||||||||||||||
Property, plant and equipment
|
29 | 6 | 9 | 13 | 57 | |||||||||||||||
Intangible assets
|
6 | | 3 | 24 | 33 | |||||||||||||||
Investment in associates
|
| | 3 | | 3 | |||||||||||||||
35 | 6 | 15 | 37 | 93 | ||||||||||||||||
F-27
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Franchised
|
495 | 110 | 18 | | 623 | |||||||||||||||
Managed
|
168 | 168 | 113 | | 449 | |||||||||||||||
Owned and leased
|
300 | 240 | 159 | | 699 | |||||||||||||||
Central
|
| | | 126 | 126 | |||||||||||||||
Total revenue*
|
963 | 518 | 290 | 126 | 1,897 | |||||||||||||||
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Franchised
|
426 | 75 | 8 | | 509 | |||||||||||||||
Managed
|
51 | 95 | 55 | | 201 | |||||||||||||||
Owned and leased
|
55 | 45 | 43 | | 143 | |||||||||||||||
Regional and central
|
(67 | ) | (44 | ) | (38 | ) | (155 | ) | (304 | ) | ||||||||||
Reportable segments operating profit
|
465 | 171 | 68 | (155 | ) | 549 | ||||||||||||||
Exceptional operating items (Note 5)
|
(99 | ) | (21 | ) | (2 | ) | (10 | ) | (132 | ) | ||||||||||
Operating profit*
|
366 | 150 | 66 | (165 | ) | 417 | ||||||||||||||
Continuing | Discontinued | Group | ||||||||||
($ million) | ||||||||||||
Reportable segments operating profit
|
549 | | 549 | |||||||||
Exceptional operating items
|
(132 | ) | | (132 | ) | |||||||
Operating profit
|
417 | | 417 | |||||||||
Net finance costs
|
(101 | ) | | (101 | ) | |||||||
Profit before tax
|
316 | | 316 | |||||||||
Tax
|
(59 | ) | | (59 | ) | |||||||
Profit after tax
|
257 | | 257 | |||||||||
Gain on disposal of assets, net of tax
|
| 5 | 5 | |||||||||
Profit for the year
|
257 | 5 | 262 | |||||||||
* | Relates to continuing operations. |
F-28
Asia |
||||||||||||||||||||
Americas | EMEA | Pacific | Central | Group | ||||||||||||||||
($ million) | ||||||||||||||||||||
Capital expenditure (see below)
|
51 | 5 | 13 | 74 | 143 | |||||||||||||||
Non-cash items:
|
||||||||||||||||||||
Depreciation and
amortization(i)
|
31 | 35 | 26 | 20 | 112 | |||||||||||||||
Impairment losses
|
75 | 21 | | | 96 | |||||||||||||||
Share-based payments costs
|
| | | 47 | 47 | |||||||||||||||
(i) | Included in the $112 million of depreciation and amortization is $32 million relating to administrative expenses and $80 million relating to cost of sales. |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Revenue:
|
||||||||||||
United Kingdom
|
130 | 125 | 173 | |||||||||
United States
|
706 | 678 | 819 | |||||||||
Rest of World
|
792 | 735 | 905 | |||||||||
Total revenue per Consolidated income statement
|
1,628 | 1,538 | 1,897 | |||||||||
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Non-current assets:
|
||||||||
United Kingdom
|
366 | 389 | ||||||
United States
|
726 | 805 | ||||||
France
|
344 | 376 | ||||||
Peoples Republic of China (including Hong Kong)
|
335 | 354 | ||||||
Rest of World
|
320 | 313 | ||||||
Total
|
2,091 | 2,237 | ||||||
F-29
Note 3 | Staff costs and Directors emoluments |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Costs:
|
||||||||||||
Wages and salaries
|
535 | 441 | 549 | |||||||||
Social security costs
|
34 | 45 | 55 | |||||||||
Pension and other post-retirement benefits:
|
||||||||||||
Defined benefit plans
|
9 | 12 | 8 | |||||||||
Defined contribution plans
|
19 | 26 | 30 | |||||||||
597 | 524 | 642 | ||||||||||
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(Number) | ||||||||||||
Americas
|
3,309 | 3,229 | 3,384 | |||||||||
EMEA
|
1,795 | 1,712 | 1,824 | |||||||||
Asia Pacific
|
1,517 | 1,410 | 1,470 | |||||||||
Central
|
1,237 | 1,205 | 1,271 | |||||||||
7,858 | 7,556 | 7,949 | ||||||||||
F-30
Post- |
||||||||||||||||||||||||||||||||||||||||||||||||
Pension plans |
employment |
|||||||||||||||||||||||||||||||||||||||||||||||
UK | US and other | benefits | Total | |||||||||||||||||||||||||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||||||||||||||||||||
($ million) | ||||||||||||||||||||||||||||||||||||||||||||||||
Current service costs
|
6 | 7 | 9 | 1 | 1 | 1 | | | | 7 | 8 | 10 | ||||||||||||||||||||||||||||||||||||
Interest cost on benefit obligation
|
25 | 22 | 30 | 11 | 10 | 10 | 1 | 1 | 1 | 37 | 33 | 41 | ||||||||||||||||||||||||||||||||||||
Expected return on plan assets
|
(25 | ) | (21 | ) | (32 | ) | (10 | ) | (8 | ) | (11 | ) | | | | (35 | ) | (29 | ) | (43 | ) | |||||||||||||||||||||||||||
Operating profit before exceptional items
|
6 | 8 | 7 | 2 | 3 | | 1 | 1 | 1 | 9 | 12 | 8 | ||||||||||||||||||||||||||||||||||||
Exceptional items
|
| 11 | | | | | | | | | 11 | | ||||||||||||||||||||||||||||||||||||
6 | 19 | 7 | 2 | 3 | | 1 | 1 | 1 | 9 | 23 | 8 | |||||||||||||||||||||||||||||||||||||
Post- |
||||||||||||||||||||||||||||||||||||||||||||||||
Pension plans |
employment |
|||||||||||||||||||||||||||||||||||||||||||||||
UK | US and other | benefits | Total | |||||||||||||||||||||||||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||||||||||||||||||||
($ million) | ||||||||||||||||||||||||||||||||||||||||||||||||
Actual return on plan assets
|
46 | 7 | (25 | ) | 13 | 22 | (27 | ) | | | | 59 | 29 | (52 | ) | |||||||||||||||||||||||||||||||||
Less: expected return on plan assets
|
(25 | ) | (21 | ) | (32 | ) | (10 | ) | (8 | ) | (11 | ) | | | | (35 | ) | (29 | ) | (43 | ) | |||||||||||||||||||||||||||
21 | (14 | ) | (57 | ) | 3 | 14 | (38 | ) | | | | 24 | | (95 | ) | |||||||||||||||||||||||||||||||||
Other actuarial (losses)/gains
|
(49 | ) | (44 | ) | 55 | (13 | ) | (13 | ) | 3 | (7 | ) | (1 | ) | 1 | (69 | ) | (58 | ) | 59 | ||||||||||||||||||||||||||||
Total actuarial (losses)/gains
|
(28 | ) | (58 | ) | (2 | ) | (10 | ) | 1 | (35 | ) | (7 | ) | (1 | ) | 1 | (45 | ) | (58 | ) | (36 | ) | ||||||||||||||||||||||||||
Change in asset restriction and liability in respect of funding
commitments*
|
(48 | ) | 21 | (14 | ) | | | | | | | (48 | ) | 21 | (14 | ) | ||||||||||||||||||||||||||||||||
(76 | ) | (37 | ) | (16 | ) | (10 | ) | 1 | (35 | ) | (7 | ) | (1 | ) | 1 | (93 | ) | (37 | ) | (50 | ) | |||||||||||||||||||||||||||
* | Relates to tax that would be deducted at source in respect of a refund of the surplus taking into account amounts payable under funding commitments. |
F-31
Post- |
||||||||||||||||||||||||||||||||
Pension plans |
employment |
|||||||||||||||||||||||||||||||
UK | US and other | benefits | Total | |||||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||
($ million) | ||||||||||||||||||||||||||||||||
Retirement benefit assets
|
||||||||||||||||||||||||||||||||
Fair value of plan assets
|
| 426 | 16 | 16 | | | 16 | 442 | ||||||||||||||||||||||||
Present value of benefit obligations
|
| (414 | ) | (11 | ) | (12 | ) | | | (11 | ) | (426 | ) | |||||||||||||||||||
Surplus in schemes
|
| 12 | 5 | 4 | | | 5 | 16 | ||||||||||||||||||||||||
Asset restriction*
|
| (4 | ) | | | | | | (4 | ) | ||||||||||||||||||||||
Total retirement benefit assets
|
| 8 | 5 | 4 | | | 5 | 12 | ||||||||||||||||||||||||
Retirement benefit obligations
|
||||||||||||||||||||||||||||||||
Fair value of plan assets
|
475 | | 114 | 110 | | | 589 | 110 | ||||||||||||||||||||||||
Present value of benefit obligations
|
(512 | ) | (47 | ) | (198 | ) | (185 | ) | (27 | ) | (20 | ) | (737 | ) | (252 | ) | ||||||||||||||||
Deficit in schemes
|
(37 | ) | (47 | ) | (84 | ) | (75 | ) | (27 | ) | (20 | ) | (148 | ) | (142 | ) | ||||||||||||||||
Asset restriction and liability in respect of funding
commitments*
|
(52 | ) | | | | | | (52 | ) | | ||||||||||||||||||||||
Total retirement benefit obligations
|
(89 | ) | (47 | ) | (84 | ) | (75 | ) | (27 | ) | (20 | ) | (200 | ) | (142 | ) | ||||||||||||||||
Total fair value of plan assets
|
475 | 426 | 130 | 126 | | | 605 | 552 | ||||||||||||||||||||||||
Total present value of benefit obligations
|
(512 | ) | (461 | ) | (209 | ) | (197 | ) | (27 | ) | (20 | ) | (748 | ) | (678 | ) | ||||||||||||||||
* | Relates to tax that would be deducted at source in respect of a refund of the surplus taking into account amounts payable under funding commitments. |
Pension plans |
Post-employment |
|||||||||||||||||||||||||||||||||||
UK | US | benefits | ||||||||||||||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | ||||||||||||||||||||||||||||
(%) | ||||||||||||||||||||||||||||||||||||
Wages and salaries increases
|
5.0 | 5.1 | 4.5 | | | | 4.0 | 4.0 | 4.0 | |||||||||||||||||||||||||||
Pensions increases
|
3.5 | 3.6 | 3.0 | | | | | | | |||||||||||||||||||||||||||
Discount rate
|
5.3 | 5.7 | 5.6 | 5.2 | 5.7 | 6.2 | 5.2 | 5.7 | 6.2 | |||||||||||||||||||||||||||
Inflation rate
|
3.5 | 3.6 | 3.0 | | | | | | | |||||||||||||||||||||||||||
Healthcare cost trend rate assumed for next year
|
| 9.0 | 9.5 | |||||||||||||||||||||||||||||||||
-Pre 65 (ultimate rate reached in 2021)
|
10.0 | | | |||||||||||||||||||||||||||||||||
-Post 65 (ultimate rate reached in 2023)
|
14.0 | | | |||||||||||||||||||||||||||||||||
Ultimate rate that the cost trend rate trends to
|
5.0 | 5.0 | 5.0 | |||||||||||||||||||||||||||||||||
F-32
Pension plans | ||||||||||||||||||||||||
UK | US | |||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||
(Years) | ||||||||||||||||||||||||
Current pensioners at 65
male(i)
|
24 | 23 | 23 | 19 | 18 | 18 | ||||||||||||||||||
Current pensioners at 65
female(i)
|
27 | 26 | 26 | 21 | 21 | 20 | ||||||||||||||||||
Future pensioners at 65
male(ii)
|
26 | 24 | 24 | 21 | 18 | 18 | ||||||||||||||||||
Future pensioners at 65
female(ii)
|
29 | 27 | 27 | 22 | 21 | 20 | ||||||||||||||||||
(i) | Relates to assumptions based on longevity (in years) following retirement at the end of the reporting period. | |
(ii) | Relates to assumptions based on longevity (in years) relating to an employee retiring in 2030. |
UK | US | |||||||||||||||
Higher/ |
Increase/ |
Higher/ |
Increase/ |
|||||||||||||
(lower) |
(decrease) |
(lower) |
(decrease) |
|||||||||||||
pension cost | in liabilities | pension cost | in liabilities | |||||||||||||
($ million) | ||||||||||||||||
Discount rate 0.25% decrease
|
0.6 | 25.8 | | 5.9 | ||||||||||||
Discount rate 0.25% increase
|
(0.6 | ) | (25.8 | ) | | (5.6 | ) | |||||||||
Inflation rate 0.25% increase
|
1.6 | 24.8 | | | ||||||||||||
Inflation rate 0.25% decrease
|
(1.6 | ) | (24.8 | ) | | | ||||||||||
Mortality rate one year increase
|
0.8 | 9.9 | | 7.6 | ||||||||||||
F-33
Post- |
||||||||||||||||||||||||||||||||
Pension plans |
employment |
|||||||||||||||||||||||||||||||
UK | US and other | benefits | Total | |||||||||||||||||||||||||||||
Movement in benefit obligation
|
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||||||||||||||||||||||||
($ million) | ||||||||||||||||||||||||||||||||
Benefit obligation at January 1,
|
461 | 411 | 197 | 185 | 20 | 19 | 678 | 615 | ||||||||||||||||||||||||
Current service cost
|
6 | 7 | 1 | 1 | | | 7 | 8 | ||||||||||||||||||||||||
Members contributions
|
1 | 1 | | | | | 1 | 1 | ||||||||||||||||||||||||
Interest expense
|
25 | 22 | 11 | 10 | 1 | 1 | 37 | 33 | ||||||||||||||||||||||||
Benefits paid
|
(12 | ) | (12 | ) | (13 | ) | (13 | ) | (1 | ) | (1 | ) | (26 | ) | (26 | ) | ||||||||||||||||
Enhanced pension transfer
|
| (59 | ) | | | | | | (59 | ) | ||||||||||||||||||||||
Actuarial loss/(gain) arising in the year
|
49 | 44 | 13 | 13 | 7 | 1 | 69 | 58 | ||||||||||||||||||||||||
Exchange adjustments
|
(18 | ) | 47 | | 1 | | | (18 | ) | 48 | ||||||||||||||||||||||
Benefit obligation at December 31,
|
512 | 461 | 209 | 197 | 27 | 20 | 748 | 678 | ||||||||||||||||||||||||
Comprising:
|
||||||||||||||||||||||||||||||||
Funded plans
|
457 | 414 | 161 | 151 | | | 618 | 565 | ||||||||||||||||||||||||
Unfunded plans
|
55 | 47 | 48 | 46 | 27 | 20 | 130 | 113 | ||||||||||||||||||||||||
512 | 461 | 209 | 197 | 27 | 20 | 748 | 678 | |||||||||||||||||||||||||
Post- |
||||||||||||||||||||||||||||||||
Pension plans |
employment |
|||||||||||||||||||||||||||||||
UK | US and other | benefits | Total | |||||||||||||||||||||||||||||
Movement in plan assets
|
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||||||||||||||||||||||||
($ million) | ||||||||||||||||||||||||||||||||
Fair value of plan assets at January 1,
|
426 | 437 | 126 | 112 | | | 552 | 549 | ||||||||||||||||||||||||
Company contributions
|
31 | 16 | 4 | 4 | 1 | 1 | 36 | 21 | ||||||||||||||||||||||||
Members contributions
|
1 | 1 | | | | | 1 | 1 | ||||||||||||||||||||||||
Benefits paid
|
(12 | ) | (12 | ) | (13 | ) | (13 | ) | (1 | ) | (1 | ) | (26 | ) | (26 | ) | ||||||||||||||||
Enhanced pension transfer
|
| (70 | ) | | | | | | (70 | ) | ||||||||||||||||||||||
Expected return on plan assets
|
25 | 21 | 10 | 8 | | | 35 | 29 | ||||||||||||||||||||||||
Actuarial (loss)/gain arising in the year
|
21 | (14 | ) | 3 | 14 | | | 24 | | |||||||||||||||||||||||
Exchange adjustments
|
(17 | ) | 47 | | 1 | | | (17 | ) | 48 | ||||||||||||||||||||||
Fair value of plan assets at December 31,
|
475 | 426 | 130 | 126 | | | 605 | 552 | ||||||||||||||||||||||||
F-34
2010 | 2009 | 2008 | ||||||||||||||||||||||
Long-term |
Long-term |
Long-term |
||||||||||||||||||||||
rate of |
rate of |
rate of |
||||||||||||||||||||||
return |
return |
return |
||||||||||||||||||||||
expected | Value | expected | Value | expected | Value | |||||||||||||||||||
(%) | ($ million) | (%) | ($ million) | (%) | ($ million) | |||||||||||||||||||
UK pension plans
|
||||||||||||||||||||||||
Liability matching investment funds
|
4.5 | 185 | 4.8 | 196 | 3.9 | 192 | ||||||||||||||||||
Equities
|
8.9 | 105 | 9.2 | 77 | 7.9 | 87 | ||||||||||||||||||
Bonds
|
4.5 | 95 | 4.8 | 64 | 3.9 | 114 | ||||||||||||||||||
Hedge funds
|
8.9 | 61 | 9.2 | 17 | 7.9 | 26 | ||||||||||||||||||
Cash
|
4.5 | 10 | 4.8 | 55 | 3.9 | 4 | ||||||||||||||||||
Other
|
8.9 | 19 | 9.2 | 17 | 7.9 | 14 | ||||||||||||||||||
Total market value of assets
|
475 | 426 | 437 | |||||||||||||||||||||
US pension plans
|
||||||||||||||||||||||||
Equities
|
8.9 | 65 | 9.5 | 63 | 9.5 | 55 | ||||||||||||||||||
Fixed income
|
5.5 | 44 | 5.5 | 42 | 5.5 | 37 | ||||||||||||||||||
Total market value of assets
|
109 | 105 | 92 | |||||||||||||||||||||
UK pension plans
|
2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
($ million) | ||||||||||||||||||||
Fair value of plan assets
|
475 | 426 | 437 | 611 | 527 | |||||||||||||||
Present value of benefit obligations
|
(512 | ) | (461 | ) | (411 | ) | (597 | ) | (585 | ) | ||||||||||
(Deficit)/surplus in the plans
|
(37 | ) | (35 | ) | 26 | 14 | (58 | ) | ||||||||||||
Experience adjustments arising on plan liabilities
|
(49 | ) | (44 | ) | 55 | 31 | (22 | ) | ||||||||||||
Experience adjustments arising on plan assets
|
21 | (14 | ) | (57 | ) | (6 | ) | 13 | ||||||||||||
US and other pension plans
|
2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
($ million) | ||||||||||||||||||||
Fair value of plan assets
|
130 | 126 | 112 | 144 | 111 | |||||||||||||||
Present value of benefit obligations
|
(209 | ) | (197 | ) | (185 | ) | (184 | ) | (175 | ) | ||||||||||
Deficit in the plans
|
(79 | ) | (71 | ) | (73 | ) | (40 | ) | (64 | ) | ||||||||||
Experience adjustments arising on plan liabilities
|
(13 | ) | (13 | ) | 3 | | | |||||||||||||
Experience adjustments arising on plan assets
|
(3 | ) | 14 | (38 | ) | | 4 | |||||||||||||
US post-employment benefits
|
2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
($ million) | ||||||||||||||||||||
Present value of benefit obligations
|
(27 | ) | (20 | ) | (19 | ) | (20 | ) | (19 | ) | ||||||||||
Experience adjustments arising on plan liabilities
|
(7 | ) | (1 | ) | 1 | | 1 | |||||||||||||
F-35
| attract and retain high-quality executives in an environment where compensation is based on global market practice; | |
| drive aligned focus of the senior executive team and reward the achievement of strategic objectives; | |
| align rewards of executives with returns to shareholders; | |
| support equitable treatment between members of the same executive team; and | |
| facilitate global assignments and relocation. |
F-36
Element
|
Maximum value |
Purpose
|
Measures and link to strategic objectives
|
|||
Base Salary (cash) | n/a |
Recognizes the market value of the role and the
individuals skill, performance and experience
|
n/a | |||
Annual Bonus (one-half cash and one-half deferred shares) | 200% of base salary(1) |
Drives and rewards annual performance of individuals and teams against both financial and non-financial metrics
Aligns individual employee objectives with those of the Group
Aligns short-term annual performance with long-term returns to shareholders
|
Group earnings before interest and tax (EBIT)
Provides focus on earnings growth, driven by core operating inputs, namely rooms growth, RevPAR, royalty fees and profit margins Individual Overall Performance Rating (OPR) Provides focus on key performance objectives (KPOs) and leadership competencies relative to the individual role. KPOs are linked to strategic priorities, notably: |
|||
Financial Returns deliver budget and growth targets (EBIT, system size, margin, overheads)
Our People employee engagement survey results Guest Experience deliver brand performance targets (guest satisfaction, market share) Responsible Business continue hotel roll-out and adoption of Green Engage sustainability management system |
||||||
Long Term Incentive Plan (shares) | 205% of base salary(2) |
Drives and rewards delivery of sustained long-term
performance on measures that are aligned with the interests of
shareholders
|
Total shareholder return (TSR) growth relative to Dow Jones World Hotels index
Aligned with our Vision to become one of the worlds great companies by creating Great Hotels Guests Love Net Rooms growth relative to major competitors(3) Aligned with Where we compete, supporting our business model, segment and market strategies to grow system size Like-for-like revenue per available room (RevPAR) growth relative to major competitors(3) Aligned with How we win, reflecting the power of our brands, scale and experience, and engaged workforce |
|||
Pension and benefits (varied) | n/a |
Provides a competitive level of benefits, including
short-term protection and long-term savings opportunities
|
n/a |
(1) | Combined Annual Bonus award (cash and shares) was subject to a temporary maximum cap of 175% of base salary in 2010. | |
(2) | Until 2009, maximum awards were normally granted at 270% of salary. | |
(3) | As outlined on page F-40, from 2011, earnings per share (EPS) is replaced by net Rooms growth and RevPAR growth in the LTIP. |
F-37
| size market capitalization, turnover, profits and the number of people employed; | |
| diversity and complexity of business; | |
| geographical spread of business; and | |
| relevance to the hotel industry. |
2011 Salary | 2010 Salary | |||||||
Andrew Cosslett
|
£850,780 | £826,000 | ||||||
James Abrahamson
|
£477,117 | * | £469,348 | |||||
Kirk Kinsell
|
£477,117 | * | £462,875 | |||||
Richard Solomons
|
£540,000 | £523,000 |
* | Messrs Abrahamson and Kinsell are paid in US dollars. James Abrahamsons annual base salary for 2010 was $725,000 and for 2011 is $737,000. Kirk Kinsells annual base salary for 2010 was $715,000 and for 2011 is $737,000. The sterling values in the table above have been calculated using an exchange rate of $1= £0.65. |
F-38
Payout as % of salary | ||||||||||
Measure
|
Key performance indicator | Target | Max | |||||||
Financial
|
EBIT (70%) | 80.5 | 161 | |||||||
Individual
|
OPR (30%) | 34.5 | 69 | |||||||
Total for 2010
|
115 | 175 | * |
Actual 2010 result as % of salary
|
||||||||||
Andrew Cosslett
|
175 | |||||||||
James Abrahamson
|
175 | |||||||||
Kirk Kinsell
|
175 | |||||||||
Richard Solomons
|
175 |
* | Combined EBIT and OPR payout subject to a maximum of 175% of base salary. |
| IHGs TSR relative to the Dow Jones World Hotels index (50% weighting); and | |
| growth in adjusted EPS over the period (50% weighting). |
F-39
| 25% of the maximum award will be based on cumulative annual growth of net Rooms; and | |
| 25% of the maximum award will be based on cumulative annual like-for-like RevPAR growth. |
Performance
|
Threshold
|
Maximum
|
Weighting | |||
% of award vesting
|
20% | 100% | ||||
TSR relative to Dow Jones World Hotels index
|
Match index | Index + 8% per annum | 50% | |||
Net Rooms growth relative to comparator group
|
Average | 1st position | 25% | |||
RevPAR growth relative to comparator group
|
Average | 1st position | 25% |
F-40
Outcome/ |
||||||||||||||||||||||
Threshold |
Maximum |
Threshold(1) |
Maximum(1) |
Maximum |
current |
|||||||||||||||||
Performance measure
|
performance
|
performance
|
vesting | vesting | Weighting | award |
position
|
|||||||||||||||
2008/2010 cycle
|
||||||||||||||||||||||
TSR
|
Growth equal to the index | Growth exceeds the index by 8% or more | 20 | % | 100 | % | 50 | % | 135 | % | Growth outperformance of 8.0% | |||||||||||
EPS
|
Growth of 6% per annum | Growth of 16% per annum or more | 20 | % | 100 | % | 50 | % | 135 | % | Growth of 9.6% per annum | |||||||||||
Total Vesting
|
73.8% of maximum award | |||||||||||||||||||||
2009/2011
cycle(2)
|
||||||||||||||||||||||
TSR
|
Growth equal to the index | Growth exceeds the index by 8% or more | 20 | % | 100 | % | 66.7 | % | 102.5 | % | Growth outperformance of 6.1% | |||||||||||
EPS
|
Growth of 0% per annum | Growth of 10% per annum or more | 0 | % | 100 | % | 33.3 | % | 102.5 | % | Growth of -1.0% per annum | |||||||||||
2010/2012
cycle(3)
|
||||||||||||||||||||||
TSR
|
Growth equal to the index | Growth exceeds the index by 8% or more | 20 | % | 100 | % | 50 | % | 102.5 | % | Growth outperformance of -5.4% | |||||||||||
EPS
|
Growth of 5% per annum | Growth of 15% per annum or more | 20 | % | 100 | % | 50 | % | 102.5 | % | Growth of 26% per annum |
(1) | Vesting between threshold and maximum occurs on a straight-line basis. | |
(2) | Two years of cycle completed. | |
(3) | One year of cycle completed. |
F-41
Guideline |
Actual shareholding |
|||||||
shareholding |
at Dec 31, 2010 |
|||||||
as % of salary | as % of salary(1) | |||||||
Andrew Cosslett
|
300 | 747 | ||||||
James
Abrahamson(2)
|
200 | 138 | ||||||
Kirk
Kinsell(2)
|
200 | 170 | ||||||
Richard Solomons
|
200 | 408 |
(1) | Based on share price of 1,243 pence per share as at December 31, 2010. | |
(2) | Shareholding requirement took effect upon appointment to the Board on August 1, 2010. |
Fees at |
Fees at |
|||||||||
Role
|
Jan 1, 2011 |
Jan 1, 2010
|
||||||||
David Webster
|
Chairman | £ | 406,000 | £ | 398,000 | |||||
David Kappler
|
Senior Independent Director & Chairman of Audit Committee |
£ | 103,000 | £ | 99,750 | |||||
Ralph Kugler
|
Chairman of Remuneration Committee | £ | 86,500 | £ | 84,000 | |||||
Jennifer Laing
|
Chairman of Corporate Responsibility Committee | £ | 76,000 | £ | 73,500 | |||||
Others
|
Non-Executive Director | £ | 65,000 | £ | 63,000 |
F-42
Contract |
||||||||
effective date | Notice period | |||||||
Andrew Cosslett
|
February 3, 2005 | 3 months | ||||||
James Abrahamson
|
August 1, 2010 | 12 months | ||||||
Kirk Kinsell
|
August 1, 2010 | 12 months | ||||||
Richard Solomons
|
April 15, 2003 | 12 months |
F-43
Base salaries |
Total emoluments |
|||||||||||||||||||||||||||||||
and fees | Performance payments(1) | Benefits(2) | excluding pensions | |||||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||
(£ thousand) | ||||||||||||||||||||||||||||||||
Executive Directors
|
||||||||||||||||||||||||||||||||
Andrew Cosslett
|
820 | 802 | 723 | | 28 | 25 | 1,571 | 827 | ||||||||||||||||||||||||
James
Abrahamson(3)
|
196 | | 178 | | 6 | | 380 | | ||||||||||||||||||||||||
Kirk
Kinsell(3)
|
193 | | 169 | | 74 | | 436 | | ||||||||||||||||||||||||
Richard Solomons
|
520 | 512 | 458 | | 18 | 19 | 996 | 531 | ||||||||||||||||||||||||
Non-Executive Directors
|
||||||||||||||||||||||||||||||||
David Webster
|
398 | 390 | | | | | 398 | 390 | ||||||||||||||||||||||||
Graham
Allan(4)
|
63 | | | | | | 63 | | ||||||||||||||||||||||||
David Kappler
|
100 | 95 | | | | | 100 | 95 | ||||||||||||||||||||||||
Ralph Kugler
|
84 | 80 | | | | | 84 | 80 | ||||||||||||||||||||||||
Jennifer
Laing(5)
|
74 | 68 | | | | | 74 | 68 | ||||||||||||||||||||||||
Jonathan Linen
|
63 | 60 | | | | | 63 | 60 | ||||||||||||||||||||||||
Ying Yeh
|
63 | 60 | | | | | 63 | 60 | ||||||||||||||||||||||||
Former
Directors(6)
|
| | | | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||
Total
|
2,574 | 2,067 | 1,528 | | 127 | 45 | 4,229 | 2,112 | ||||||||||||||||||||||||
(1) | Performance payments comprise cash payments in respect of participation in the ABP but exclude bonus payments in deferred shares, details of which are set out in the ABP table on page F-46. For James Abrahamson and Kirk Kinsell, this also includes a cash payment in lieu of dividends relating to share awards as outlined on page F-46. | |
(2) | Benefits incorporate all tax assessable benefits arising from the individuals employment. This includes, but is not limited to, benefits such as the provision of a fully expensed company car, private healthcare, financial counseling and other benefits as applicable to the individuals work location. This includes the cost of expatriate benefits related to Kirk Kinsells international assignment. | |
(3) | Messrs. Abrahamson and Kinsell were appointed as Directors on August 1, 2010. Base salaries, performance payments and benefits have been pro-rated from their date of appointment. James Abrahamsons pro-rated base salary is $302,083 and Kirk Kinsells pro-rated base salary is $297,917. Sterling values have been calculated using an exchange rate of $1= £0.65. | |
(4) | Graham Allan was appointed as a Director on January 1, 2010. | |
(5) | Jennifer Laings fee was increased, pro rata, from March 1, 2009 when she became Chairman of the Corporate Responsibility Committee. | |
(6) | Sir Ian Prosser retired as a Director on December 31, 2003. However, he had an ongoing healthcare benefit of £1,179 during the year. |
F-44
| a normal pension age of 60; | |
| pension accrual of 1/30th of final pensionable salary for each year of pensionable service; | |
| life assurance cover of four times pensionable salary; | |
| pensions payable in the event of ill health; and | |
| spouses, partners and dependants pensions on death. |
Increase in |
||||||||||||||||||||||||||||||||
transfer value |
Absolute |
|||||||||||||||||||||||||||||||
Directors |
Transfer value of |
over the year, |
increase in |
Increase |
Accrued |
|||||||||||||||||||||||||||
contributions |
accrued benefits |
less Directors |
accrued |
in accrued |
pension at |
|||||||||||||||||||||||||||
Age at |
in the
year(1) |
Jan 1, 2010 |
Dec 31, 2010 |
contributions |
pension(2) |
pension(3) |
Dec 31,
2010(4) |
|||||||||||||||||||||||||
Directors | Dec 31, 2010 | (£) | (£) | (£) | (£) | (£ pa) | (£ pa) | (£ pa) | ||||||||||||||||||||||||
Andrew Cosslett
|
55 | 40,100 | 2,574,100 | 3,438,100 | 823,900 | 30,300 | 23,600 | 161,500 | ||||||||||||||||||||||||
Richard Solomons
|
49 | 25,500 | 3,934,700 | 4,708,400 | 748,200 | 21,500 | 10,400 | 239,200 |
(1) | Contributions paid in the year by the Directors under the terms of the plans. Contributions were 5% of full pensionable salary. | |
(2) | The absolute increase in accrued pension during the year. | |
(3) | The increase in accrued pension during the year, excluding any increase for inflation. | |
(4) | Accrued pension is that which would be paid annually on retirement at 60, based on service to December 31, 2010. |
Age at |
Directors |
Directors |
Company |
Company |
||||||||||||||||
December 31, |
contributions to |
contributions to |
contribution to |
contribution to |
||||||||||||||||
2010 | DCP in the year | 401(k) in the year | DCP in the year | 401(k) in the year | ||||||||||||||||
(£) | (£) | (£) | (£) | |||||||||||||||||
James Abrahamson
|
55 | 3,900 | | 18,000 | | |||||||||||||||
Kirk Kinsell
|
55 | 3,800 | 3,500 | 22,300 | |
* | Messrs. Abrahamson and Kinsell were appointed as Directors on August 1, 2010. Pension contributions have been pro-rated from their date of appointment. Sterling values have been calculated using an exchange rate of $1 = £0.65. |
F-45
Value |
||||||||||||||||||||||||||||||||||||||||||||||||
based on |
||||||||||||||||||||||||||||||||||||||||||||||||
share |
||||||||||||||||||||||||||||||||||||||||||||||||
Financial year |
Market |
Market |
ABP |
price of |
||||||||||||||||||||||||||||||||||||||||||||
on which |
price |
ABP shares |
price |
awards |
1,243 pence |
|||||||||||||||||||||||||||||||||||||||||||
performance |
ABP awards |
ABP awards |
per share |
vested |
per share |
Value |
held at |
Planned |
at Dec 31, |
|||||||||||||||||||||||||||||||||||||||
is based for |
held at |
during |
Award |
at award |
during |
Vesting |
at vesting |
at vesting |
Dec 31, |
vesting |
2010 |
|||||||||||||||||||||||||||||||||||||
Directors | award* | Jan 1, 2010 | the year | date | (pence) | the year | date | (pence) | (£) | 2010 | date | (£) | ||||||||||||||||||||||||||||||||||||
Andrew Cosslett
|
2006 | 55,870 | 2.26.07 | 1,235 | 55,870 | 2.26.10 | 914.66 | 511,021 | ||||||||||||||||||||||||||||||||||||||||
2007 | 71,287 | 2.25.08 | 819.67 | 71,287 | 2.25.11 | 886,097 | ||||||||||||||||||||||||||||||||||||||||||
2008 | 104,652 | 2.23.09 | 472.67 | 104,652 | 2.23.12 | 1,300,824 | ||||||||||||||||||||||||||||||||||||||||||
2009 | | | | | ||||||||||||||||||||||||||||||||||||||||||||
Total
|
231,809 | 175,939 | 2,186,921 | |||||||||||||||||||||||||||||||||||||||||||||
James Abrahamson
|
2009 | | | | | |||||||||||||||||||||||||||||||||||||||||||
Total
|
| | | |||||||||||||||||||||||||||||||||||||||||||||
Kirk Kinsell
|
2006 | 13,610 | 2.26.07 | 1,235 | 13,610 | 2.26.10 | 914.66 | 124,485 | ||||||||||||||||||||||||||||||||||||||||
2007 | 19,731 | 2.25.08 | 819.67 | 19,731 | 2.25.11 | 245,256 | ||||||||||||||||||||||||||||||||||||||||||
2008 | 41,427 | 2.23.09 | 472.67 | 41,427 | 2.23.12 | 514,938 | ||||||||||||||||||||||||||||||||||||||||||
2009 | | | | | ||||||||||||||||||||||||||||||||||||||||||||
Total
|
74,768 | 61,158 | 760,194 | |||||||||||||||||||||||||||||||||||||||||||||
Richard Solomons
|
2006 | 35,757 | 2.26.07 | 1,235 | 35,757 | 2.26.10 | 914.66 | 327,055 | ||||||||||||||||||||||||||||||||||||||||
2007 | 45,634 | 2.25.08 | 819.67 | 45,634 | 2.25.11 | 567,231 | ||||||||||||||||||||||||||||||||||||||||||
2008 | 66,549 | 2.23.09 | 472.67 | 66,549 | 2.23.12 | 827,204 | ||||||||||||||||||||||||||||||||||||||||||
2009 | | | | | ||||||||||||||||||||||||||||||||||||||||||||
Total
|
147,940 | 112,183 | 1,394,435 | |||||||||||||||||||||||||||||||||||||||||||||
* | For financial year 2006, the award was based on EPS and EBIT measures and total shares held include matching shares. For financial year 2007, the award was based on Group EBIT and net annual rooms additions measures and total shares held include matching shares. For financial year 2008, the award was based on Group EBIT, net annual rooms additions and individual performance measures. No matching shares were awarded. For financial year 2009, no bonus was paid. |
Value |
||||||||||||||||||||||||||||||||||||||||
based on |
||||||||||||||||||||||||||||||||||||||||
share |
||||||||||||||||||||||||||||||||||||||||
Market |
Market |
price of |
||||||||||||||||||||||||||||||||||||||
price |
Shares |
price |
Awards |
1,243 pence |
||||||||||||||||||||||||||||||||||||
Awards |
per share |
vested |
per share |
Value |
held at |
Planned |
at Dec 31, |
|||||||||||||||||||||||||||||||||
held at |
Award |
at award |
during |
Vesting |
at vesting |
at vesting |
Dec 31, |
vesting |
2010 |
|||||||||||||||||||||||||||||||
Director | Jan 1, 2010 | date | (pence) | the year | date | (pence) | (£) | 2010 | date | (£) | ||||||||||||||||||||||||||||||
James Abrahamson
|
45,000 | 2.23.09 | 454.25 | 45,000 | 2.17.10 | 900.07 | 405,032 | |||||||||||||||||||||||||||||||||
45,000 | 2.23.09 | 454.25 | 45,000 | 2.16.11 | 559,350 | |||||||||||||||||||||||||||||||||||
45,000 | 2.23.09 | 454.25 | 45,000 | 2.15.12 | 559,350 | |||||||||||||||||||||||||||||||||||
135,000 | 90,000 | 1,118,700 | ||||||||||||||||||||||||||||||||||||||
F-46
Maximum |
||||||||||||||||||||||||||||||||||||||||||||
value |
||||||||||||||||||||||||||||||||||||||||||||
based on |
||||||||||||||||||||||||||||||||||||||||||||
End of year |
share |
|||||||||||||||||||||||||||||||||||||||||||
to which |
Maximum |
Market |
Market |
Maximum |
price of |
|||||||||||||||||||||||||||||||||||||||
performance |
Maximum |
LTIP shares |
price |
LTIP shares |
price |
LTIP awards |
1,243 pence |
|||||||||||||||||||||||||||||||||||||
is based |
LTIP awards |
awarded |
per share |
vested |
per share |
Value |
held at |
at Dec 31, |
||||||||||||||||||||||||||||||||||||
for award |
held at |
during |
Award |
at award |
during |
at vesting |
at vesting |
Vesting |
Dec 31, |
2010 |
||||||||||||||||||||||||||||||||||
Directors | (Dec 31,)(1) | Jan 1, 2010 | the year | date | (pence) | the year | (pence) | (£) | date | 2010 | (£) | |||||||||||||||||||||||||||||||||
Andrew Cosslett
|
2009 | 159,506 | 4.2.07 | 1,256 | 73,372 | (2) | 901.5 | 661,449 | 2.17.10 | |||||||||||||||||||||||||||||||||||
2010 | 253,559 | 5.19.08 | 854 | 2.16.11 | 253,559 | 3,151,738 | ||||||||||||||||||||||||||||||||||||||
2011 | 272,201 | 4.3.09 | 604 | 2.15.12 | 272,201 | 3,383,458 | ||||||||||||||||||||||||||||||||||||||
2012 | 160,807 | 4.8.10 | 1,053 | 2.13.13 | 160,807 | 1,998,831 | ||||||||||||||||||||||||||||||||||||||
Total
|
685,266 | 160,807 | 686,567 | 8,534,027 | ||||||||||||||||||||||||||||||||||||||||
James Abrahamson
|
2009 | 82,486 | 2.23.09 | 457 | 37,943 | (2) | 901.5 | 342,056 | 2.17.10 | |||||||||||||||||||||||||||||||||||
2010 | 164,973 | 2.23.09 | 457 | 2.16.11 | 164,973 | 2,050,614 | ||||||||||||||||||||||||||||||||||||||
2011 | 138,730 | 4.3.09 | 604 | 2.15.12 | 138,730 | 1,724,414 | ||||||||||||||||||||||||||||||||||||||
2012 | 79,008 | 4.8.10 | 1,053 | 2.13.13 | 79,008 | 982,069 | ||||||||||||||||||||||||||||||||||||||
Total
|
386,189 | 79,008 | 382,711 | 4,757,097 | ||||||||||||||||||||||||||||||||||||||||
Kirk Kinsell
|
2009 | 30,156 | 4.2.07 | 1,256 | 13,871 | (2) | 901.5 | 125,047 | 2.17.10 | |||||||||||||||||||||||||||||||||||
2009 | 16,987 | 11.12.07 | 961.5 | 7,814 | (2) | 901.5 | 70,443 | 2.17.10 | ||||||||||||||||||||||||||||||||||||
2010 | 84,397 | 5.19.08 | 854 | 2.16.11 | 84,397 | 1,049,055 | ||||||||||||||||||||||||||||||||||||||
2011 | 132,256 | 4.3.09 | 604 | 2.15.12 | 132,256 | 1,643,942 | ||||||||||||||||||||||||||||||||||||||
2012 | 75,411 | 4.8.10 | 1,053 | 2.13.13 | 75,411 | 937,359 | ||||||||||||||||||||||||||||||||||||||
Total
|
263,796 | 75,411 | 292,064 | 3,630,356 | ||||||||||||||||||||||||||||||||||||||||
Richard Solomons
|
2009 | 102,109 | 4.2.07 | 1,256 | 46,970 | (2) | 901.5 | 423,435 | 2.17.10 | |||||||||||||||||||||||||||||||||||
2010 | 161,241 | 5.19.08 | 854 | 2.16.11 | 161,241 | 2,004,226 | ||||||||||||||||||||||||||||||||||||||
2011 | 173,096 | 4.3.09 | 604 | 2.15.12 | 173,096 | 2,151,583 | ||||||||||||||||||||||||||||||||||||||
2012 | 101,818 | 4.8.10 | 1,053 | 2.13.13 | 101,818 | 1,265,598 | ||||||||||||||||||||||||||||||||||||||
Total
|
436,446 | 101,818 | 436,155 | 5,421,407 | ||||||||||||||||||||||||||||||||||||||||
(1) | All details of performance conditions in relation to the awards made in respect of cycles ending on December 31, 2010, 2011 and 2012 are provided on page F-41. | |
(2) | This award was based on performance to December 31, 2009. Performance was measured against both the Companys TSR relative to a group of eight other comparator companies and the cumulative annual growth rate (CAGR) in adjusted EPS over the performance period. The number of shares released was determined, according to (a) where the Company finished in the TSR comparator group, with 50% of the award being released for first position and 10% of the award being released for median position; and (b) the cumulative annual growth in adjusted EPS, with 50% of the award being released for growth of 20% per annum or more and 10% of the award being released for growth of 10% per annum. The Company finished in fourth position in the TSR group and achieved 15.2% per annum adjusted EPS growth. Accordingly, 46% of the award vested on February 17, 2010. |
F-47
Ordinary shares under option | ||||||||||||||||||||||||
Weighted |
||||||||||||||||||||||||
average |
||||||||||||||||||||||||
Options held |
Lapsed |
Exercised |
Options |
option |
Option |
|||||||||||||||||||
at Jan 1, |
during |
during |
held at |
price |
price |
|||||||||||||||||||
Directors | 2010 | the year | the year | Dec 31, 2010 | (pence) | (pence) | ||||||||||||||||||
Kirk Kinsell
|
77,110 | (1) | 77,110 | (1) | 494.17 | |||||||||||||||||||
32,040 | (2) | 32,040 | (2) | 619.83 | ||||||||||||||||||||
Total
|
109,150 | 109,150 | 531.06 | |||||||||||||||||||||
Richard Solomons
|
230,320 | (1) | 230,320 | (1) | 494.17 | |||||||||||||||||||
100,550 | (2) | 100,550 | (2) | 619.83 | ||||||||||||||||||||
Total
|
330,870 | 330,870 | 532.36 | |||||||||||||||||||||
(1) | Executive share options granted in 2004 became exercisable in April 2007 up to April 2014. | |
(2) | Executive share options granted in 2005 became exercisable in April 2008 up to April 2015. |
Note 4 | Auditors remuneration paid to Ernst & Young LLP |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Group audit fees
|
1.9 | 1.8 | 1.7 | |||||||||
Audit fees in respect of subsidiaries
|
1.6 | 2.1 | 1.5 | |||||||||
Tax fees
|
2.1 | 1.7 | 1.0 | |||||||||
Interim review fees
|
0.3 | 0.3 | 0.4 | |||||||||
Other services pursuant to legislation
|
0.3 | 0.3 | 0.1 | |||||||||
Other
|
1.7 | 1.5 | 2.8 | |||||||||
7.9 | 7.7 | 7.5 | ||||||||||
F-48
Note 5 | Exceptional items |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Continuing operations
|
||||||||||||
Exceptional operating items
|
||||||||||||
Cost of sales:
|
||||||||||||
Onerous management
contracts(i)
|
| (91 | ) | | ||||||||
Administrative expenses:
|
||||||||||||
Holiday Inn brand
relaunch(ii)
|
(9 | ) | (19 | ) | (35 | ) | ||||||
Reorganization and related
costs(iii)
|
(4 | ) | (43 | ) | (24 | ) | ||||||
Litigation
provision(iv)
|
(22 | ) | | | ||||||||
Enhanced pension
transfer(v)
|
| (21 | ) | | ||||||||
(35 | ) | (83 | ) | (59 | ) | |||||||
Other operating income and expenses:
|
||||||||||||
Gain on sale of associate investments
|
| | 13 | |||||||||
Gain on sale of other financial
assets(vi)
|
8 | | 14 | |||||||||
Gain/(loss) on disposal of hotels
(Note 11)*
|
27 | (2 | ) | (2 | ) | |||||||
35 | (2 | ) | 25 | |||||||||
Depreciation and amortization:
|
||||||||||||
Reorganization and related
costs(iii)
|
| | (2 | ) | ||||||||
Impairment:
|
||||||||||||
Property, plant and equipment (Note 10)
|
(6 | ) | (28 | ) | (12 | ) | ||||||
Assets held for sale (Note 11)
|
| (45 | ) | | ||||||||
Goodwill (Note 12)
|
| (78 | ) | (63 | ) | |||||||
Intangible assets (Note 13)
|
| (32 | ) | (21 | ) | |||||||
Other financial assets (Note 15)
|
(1 | ) | (14 | ) | | |||||||
(7 | ) | (197 | ) | (96 | ) | |||||||
(7 | ) | (373 | ) | (132 | ) | |||||||
Tax
|
||||||||||||
Tax on exceptional operating items
|
1 | 112 | 17 | |||||||||
Exceptional tax
credit(vii)
|
| 175 | 25 | |||||||||
(6 | ) | 287 | 42 | |||||||||
Discontinued
operations(viii)
|
||||||||||||
Gain on disposal of assets (Note 11)
|
||||||||||||
Gain on disposal of hotels**
|
| 2 | | |||||||||
Tax credit
|
2 | 4 | 5 | |||||||||
2 | 6 | 5 | ||||||||||
(4 | ) | (80 | ) | (85 | ) | |||||||
* | Relates to hotels classified as continuing operations. |
** | Relates to hotels classified as discontinued operations. |
F-49
(i) | An onerous contract provision of $65 million was recognized at December 31, 2009 for the future net unavoidable costs under the performance guarantee related to certain management contracts with one US hotel owner. In addition to the provision, a deposit of $26 million was written off as it is no longer considered recoverable under the terms of the same management contracts. |
(ii) | Relates to costs incurred in support of the worldwide relaunch of the Holiday Inn brand family that was announced on October 24, 2007. |
(iii) | Primarily relates to the closure of certain corporate offices together with severance costs arising from a review of the Groups cost base. |
(iv) | Estimate of the amount potentially payable in respect of a prior year claim following an unfavorable court judgment on February 23, 2011. Any final amount will not be known until the court process is complete. |
(v) | Related to the payment of enhanced pension transfers to those deferred members of the InterContinental Hotels UK Pension Plan who had accepted an offer to receive the enhancement either as a cash lump sum or as an additional transfer value to an alternative pension plan provider. The exceptional item in 2009 comprised the lump sum payments ($9 million), the IAS 19 settlement loss arising on the pension transfers ($11 million) and the costs of the arrangement ($1 million). The payments and transfers were made in January 2009. |
(vi) | Relates to the gain on sale of an investment in the EMEA region, in both 2010 and 2008. |
(vii) | Represents the release of provisions of $7 million (2009 $175 million, 2008 $25 million) which are exceptional by reason of their size or nature relating to tax matters which had been settled or in respect of which the relevant statutory limitation period has expired, together with, in 2010, a $7 million charge relating to an internal reorganization. This charge comprises the recognition of deferred tax assets of $24 million for capital losses and other deductible amounts, offset by tax charges of $31 million. |
(viii) | In 2010, relates to tax refunded relating to the sale of a hotel in a prior year. In 2009 and 2008, related to tax arising on disposals together with the release of provisions no longer required in respect of hotels disposed of in prior years. |
Note 6 | Finance costs |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Financial income
|
||||||||||||
Interest income
|
2 | 2 | 11 | |||||||||
Fair value gains
|
| 1 | 1 | |||||||||
2 | 3 | 12 | ||||||||||
Financial expenses
|
||||||||||||
Interest expense
|
46 | 39 | 95 | |||||||||
Finance charge payable under finance leases
|
18 | 18 | 18 | |||||||||
64 | 57 | 113 | ||||||||||
F-50
Note 7 | Tax |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Income tax
|
||||||||||||
UK corporation tax at 28% (2009 28%, 2008 28.5%):
|
||||||||||||
Current period
|
21 | 26 | 13 | |||||||||
Adjustments in respect of prior periods
|
(29 | ) | (33 | ) | (28 | ) | ||||||
(8 | ) | (7 | ) | (15 | ) | |||||||
Foreign
tax(i):
|
||||||||||||
Current period
|
122 | 79 | 130 | |||||||||
Benefit of tax reliefs on which no deferred tax previously
recognized
|
(13 | ) | (6 | ) | (6 | ) | ||||||
Adjustments in respect of prior
periods(ii)
|
(23 | ) | (246 | ) | (63 | ) | ||||||
86 | (173 | ) | 61 | |||||||||
Total current tax
|
78 | (180 | ) | 46 | ||||||||
Deferred tax:
|
||||||||||||
Origination and reversal of temporary differences
|
47 | (73 | ) | 26 | ||||||||
Changes in tax rates
|
(2 | ) | 1 | (1 | ) | |||||||
Adjustments to estimated recoverable deferred tax assets
|
(36 | ) | 1 | (4 | ) | |||||||
Adjustments in respect of prior periods
|
8 | (25 | ) | (13 | ) | |||||||
Total deferred tax
|
17 | (96 | ) | 8 | ||||||||
Total income tax charge/(credit) for the year
|
95 | (276 | ) | 54 | ||||||||
Further analyzed as tax relating to:
|
||||||||||||
Profit before exceptional items
|
98 | 15 | 101 | |||||||||
Exceptional items (Note 5):
|
||||||||||||
Exceptional operating items
|
(1 | ) | (112 | ) | (17 | ) | ||||||
Exceptional tax
credit(iii)
|
| (175 | ) | (25 | ) | |||||||
Gain on disposal of assets
|
(2 | ) | (4 | ) | (5 | ) | ||||||
95 | (276 | ) | 54 | |||||||||
The total tax charge/(credit) can be further analyzed as
relating to:
|
||||||||||||
Continuing operations
|
97 | (272 | ) | 59 | ||||||||
Discontinued operations gain on disposal of assets
|
(2 | ) | (4 | ) | (5 | ) | ||||||
95 | (276 | ) | 54 | |||||||||
(i) | Represents corporate income taxes on profit taxable in foreign jurisdictions, a significant proportion of which relates to the Groups US subsidiaries. | |
(ii) | Includes $7 million (2009 $165 million, 2008 $nil) of exceptional releases included at (iii) below together with other releases relating to tax matters which have been settled or in respect of which the relevant statutory limitation period has expired. | |
(iii) | Represents the release of provisions of $7 million (2009 $175 million, 2008 $25 million) which are exceptional by reason of their size or nature relating to tax matters which have been settled or in respect of which the relevant statutory limitation period has expired, together with, in 2010, a $7 million charge relating to an internal reorganization. This charge comprises the recognition of deferred tax assets of $24 million for capital losses and other deductible amounts, offset by tax charges of $31 million. |
F-51
Before |
||||||||||||||||||||||||
exceptional |
||||||||||||||||||||||||
Total(i) | items(ii) | |||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||
(%) | ||||||||||||||||||||||||
UK corporation tax at standard rate
|
28.0 | 28.0 | 28.5 | 28.0 | 28.0 | 28.5 | ||||||||||||||||||
Non-deductible expenditure and non-taxable income
|
4.1 | (36.5 | ) | 8.7 | 4.2 | 7.4 | 6.1 | |||||||||||||||||
Net effect of different rates of tax in overseas businesses
|
9.4 | (43.0 | ) | 10.1 | 9.3 | 8.7 | 7.1 | |||||||||||||||||
Effect of changes in tax rates
|
(0.5 | ) | (0.3 | ) | (0.2 | ) | (0.7 | ) | 0.1 | (0.1 | ) | |||||||||||||
Benefit of tax reliefs on which no deferred tax previously
recognized
|
(3.7 | ) | 7.2 | (1.7 | ) | (3.6 | ) | (1.5 | ) | (1.2 | ) | |||||||||||||
Effect of adjustments to estimated recoverable deferred tax
assets
|
(9.7 | ) | 5.9 | (1.1 | ) | (2.3 | ) | (1.2 | ) | (0.8 | ) | |||||||||||||
Adjustment to tax charge in respect of prior periods
|
(11.8 | ) | 185.5 | (23.5 | ) | (9.1 | ) | (37.6 | ) | (16.6 | ) | |||||||||||||
Other
|
| (3.8 | ) | (0.8 | ) | | 0.8 | (0.6 | ) | |||||||||||||||
Exceptional items and gain on disposal of assets
|
9.4 | 298.3 | (2.9 | ) | | | | |||||||||||||||||
25.2 | 441.3 | 17.1 | 25.8 | 4.7 | 22.4 | |||||||||||||||||||
(i) | Calculated in relation to total profits/losses including exceptional items. | |
(ii) | Calculated in relation to profits excluding exceptional items. |
F-52
Note 8 | Dividends paid and proposed |
Year ended December 31, | ||||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||
(cents per share) | ($ million) | |||||||||||||||||||||||
Paid during the year:
|
||||||||||||||||||||||||
Final (declared for previous year)
|
29.2 | 29.2 | 29.2 | 84 | 83 | 86 | ||||||||||||||||||
Interim
|
12.8 | 12.2 | 12.2 | 37 | 35 | 32 | ||||||||||||||||||
42.0 | 41.4 | 41.4 | 121 | 118 | 118 | |||||||||||||||||||
Proposed (not recognized as a liability at December 31):
|
||||||||||||||||||||||||
Final
|
35.2 | 29.2 | 29.2 | 101 | 84 | 83 | ||||||||||||||||||
Note 9 | Earnings per ordinary share |
Year ended December 31, | ||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||
Continuing |
Continuing |
Continuing |
||||||||||||||||||||||
operations | Total | operations | Total | operations | Total | |||||||||||||||||||
Basic earnings per ordinary share
|
||||||||||||||||||||||||
Profit available for equity holders ($ million)
|
278 | 280 | 207 | 213 | 257 | 262 | ||||||||||||||||||
Basic weighted average number of ordinary shares (millions)
|
288 | 288 | 285 | 285 | 287 | 287 | ||||||||||||||||||
Basic earnings per ordinary share (cents)
|
96.5 | 97.2 | 72.6 | 74.7 | 89.5 | 91.3 | ||||||||||||||||||
Diluted earnings per ordinary share
|
||||||||||||||||||||||||
Profit available for equity holders ($ million)
|
278 | 280 | 207 | 213 | 257 | 262 | ||||||||||||||||||
Diluted weighted average number of ordinary shares (millions)
|
296 | 296 | 295 | 295 | 296 | 296 | ||||||||||||||||||
Diluted earnings per ordinary share (cents)
|
93.9 | 94.6 | 70.2 | 72.2 | 86.8 | 88.5 | ||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||
(millions) | ||||||||||||
Diluted weighted average of ordinary shares is calculated as:
|
||||||||||||
Basic weighted average number of ordinary shares
|
288 | 285 | 287 | |||||||||
Dilutive potential ordinary shares employee share
options
|
8 | 10 | 9 | |||||||||
296 | 295 | 296 | ||||||||||
F-53
Year ended December 31, | ||||||||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||||||||||||||
Continuing |
Continuing |
Continuing |
||||||||||||||||||||||
operations | Total | operations | Total | operations | Total | |||||||||||||||||||
Adjusted earnings per ordinary share
|
||||||||||||||||||||||||
Profit available for equity holders ($ million)
|
278 | 280 | 207 | 213 | 257 | 262 | ||||||||||||||||||
Adjusting items (Note 5):
|
||||||||||||||||||||||||
Exceptional operating items ($ million)
|
7 | 7 | 373 | 373 | 132 | 132 | ||||||||||||||||||
Tax on exceptional operating items ($ million)
|
(1 | ) | (1 | ) | (112 | ) | (112 | ) | (17 | ) | (17 | ) | ||||||||||||
Exceptional tax credit ($ million)
|
| | (175 | ) | (175 | ) | (25 | ) | (25 | ) | ||||||||||||||
Gain on disposal of assets, net of tax ($ million)
|
| (2 | ) | | (6 | ) | | (5 | ) | |||||||||||||||
Adjusted earnings ($ million)
|
284 | 284 | 293 | 293 | 347 | 347 | ||||||||||||||||||
Basic weighted average number of ordinary shares (millions)
|
288 | 288 | 285 | 285 | 287 | 287 | ||||||||||||||||||
Adjusted earnings per ordinary share (cents)
|
98.6 | 98.6 | 102.8 | 102.8 | 120.9 | 120.9 | ||||||||||||||||||
Adjusted earnings ($ million)
|
284 | 284 | 293 | 293 | 347 | 347 | ||||||||||||||||||
Diluted weighted average number of ordinary shares (millions)
|
296 | 296 | 295 | 295 | 296 | 296 | ||||||||||||||||||
Adjusted diluted earnings per ordinary share (cents)
|
95.9 | 95.9 | 99.3 | 99.3 | 117.2 | 117.2 | ||||||||||||||||||
Note 10 | Property, plant and equipment |
Land |
Fixtures, |
|||||||||||
and |
fittings and |
|||||||||||
buildings | equipment | Total | ||||||||||
($ million) | ||||||||||||
Year ended December 31, 2009
|
||||||||||||
Cost:
|
||||||||||||
At January 1, 2009
|
1,366 | 900 | 2,266 | |||||||||
Additions
|
22 | 35 | 57 | |||||||||
Net transfers from non-current assets classified as held for sale
|
176 | 104 | 280 | |||||||||
Reclassification
|
14 | (14 | ) | | ||||||||
Disposals
|
| (3 | ) | (3 | ) | |||||||
Exchange and other adjustments
|
44 | 24 | 68 | |||||||||
At December 31, 2009
|
1,622 | 1,046 | 2,668 | |||||||||
Depreciation and impairment:
|
||||||||||||
At January 1, 2009
|
(100 | ) | (482 | ) | (582 | ) | ||||||
Provided
|
(11 | ) | (60 | ) | (71 | ) | ||||||
Net transfers from non-current assets classified as held for sale
|
(44 | ) | (45 | ) | (89 | ) | ||||||
Impairment charge (see below)
|
(28 | ) | | (28 | ) | |||||||
Valuation adjustments arising on reclassification from held for
sale (Note 11)
|
(28 | ) | (17 | ) | (45 | ) | ||||||
Disposals
|
| 2 | 2 | |||||||||
Exchange and other adjustments
|
(1 | ) | (18 | ) | (19 | ) | ||||||
At December 31, 2009
|
(212 | ) | (620 | ) | (832 | ) | ||||||
F-54
Land |
Fixtures, |
|||||||||||
and |
fittings and |
|||||||||||
buildings | equipment | Total | ||||||||||
($ million) | ||||||||||||
Year ended December 31, 2010
|
||||||||||||
Cost:
|
||||||||||||
At January 1, 2010
|
1,622 | 1,046 | 2,668 | |||||||||
Additions
|
24 | 35 | 59 | |||||||||
Net transfers to non-current assets classified as held for sale
|
(57 | ) | (55 | ) | (112 | ) | ||||||
Disposals
|
(11 | ) | (20 | ) | (31 | ) | ||||||
Exchange and other adjustments
|
(30 | ) | (9 | ) | (39 | ) | ||||||
At December 31, 2010
|
1,548 | 997 | 2,545 | |||||||||
Depreciation and impairment:
|
||||||||||||
At January 1, 2010
|
(212 | ) | (620 | ) | (832 | ) | ||||||
Provided
|
(11 | ) | (64 | ) | (75 | ) | ||||||
Net transfers to non-current assets classified as held for sale
|
1 | 29 | 30 | |||||||||
Impairment charge (see below)
|
| (6 | ) | (6 | ) | |||||||
Disposals
|
8 | 18 | 26 | |||||||||
Exchange and other adjustments
|
1 | 1 | 2 | |||||||||
At December 31, 2010
|
(213 | ) | (642 | ) | (855 | ) | ||||||
Net book value at December 31, 2010
|
1,335 | 355 | 1,690 | |||||||||
Net book value at December 31, 2009
|
1,410 | 426 | 1,836 | |||||||||
Net book value at January 1, 2009
|
1,266 | 418 | 1,684 | |||||||||
Note 11 | Assets sold, held for sale and discontinued operations |
F-55
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Consideration
|
||||||||||||
Current year disposals:
|
||||||||||||
Cash consideration, net of costs paid
|
109 | 20 | 34 | |||||||||
Management contract value
|
5 | | | |||||||||
114 | 20 | 34 | ||||||||||
Net assets of hotels sold:
|
||||||||||||
Property, plant and equipment
|
(87 | ) | (22 | ) | (28 | ) | ||||||
Cash and cash equivalents
|
| | (8 | ) | ||||||||
(87 | ) | (22 | ) | (36 | ) | |||||||
Prior year disposals:
|
||||||||||||
Provision release
|
| 2 | | |||||||||
Tax
|
2 | 4 | 5 | |||||||||
Gain on disposal of assets
|
29 | 4 | 3 | |||||||||
Analyzed as:
|
||||||||||||
Gain/(loss) on disposal of hotel assets from continuing
operations (Note 5)
|
27 | (2 | ) | (2 | ) | |||||||
Gain on disposal of assets from discontinued operations
(Note 5)
|
2 | 6 | 5 | |||||||||
29 | 4 | 3 | ||||||||||
Net cash inflow
|
||||||||||||
Current year disposals:
|
||||||||||||
Cash consideration, net of costs paid
|
109 | 20 | 34 | |||||||||
Tax
|
(6 | ) | | (1 | ) | |||||||
Cash disposed of
|
| | (8 | ) | ||||||||
Prior year disposals:
|
||||||||||||
Costs paid
|
(2 | ) | | (1 | ) | |||||||
Tax
|
2 | | (2 | ) | ||||||||
103 | 20 | 22 | ||||||||||
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(cents) | ||||||||||||
Earnings per ordinary share from discontinued operations
|
||||||||||||
Basic
|
0.7 | 2.1 | 1.8 | |||||||||
Diluted
|
0.7 | 2.0 | 1.7 | |||||||||
F-56
Note 12 | Goodwill |
Year ended December 31, | ||||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Cost
|
||||||||
At January 1,
|
223 | 206 | ||||||
Exchange and other adjustments
|
10 | 17 | ||||||
At December 31,
|
233 | 223 | ||||||
Impairment
|
||||||||
At January 1,
|
(141 | ) | (63 | ) | ||||
Impairment charge
|
| (78 | ) | |||||
At December 31,
|
(141 | ) | (141 | ) | ||||
Net book value at December 31,
|
92 | 82 | ||||||
Net book value at January 1,
|
82 | 143 | ||||||
Cost | Net book value | |||||||||||||||
At December 31, | ||||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
($ million) | ||||||||||||||||
Asia Australasia franchised and managed operations
|
92 | 82 | 92 | 82 | ||||||||||||
Americas managed operations
|
141 | 141 | | | ||||||||||||
233 | 223 | 92 | 82 | |||||||||||||
F-57
Note 13 | Intangible assets |
Management |
Other |
|||||||||||||||
Software | contracts | intangibles | Total | |||||||||||||
($ million) | ||||||||||||||||
Year ended December 31, 2009
|
||||||||||||||||
Cost:
|
||||||||||||||||
At January 1, 2009
|
158 | 220 | 93 | 471 | ||||||||||||
Additions
|
24 | | 9 | 33 | ||||||||||||
Disposals
|
| | (7 | ) | (7 | ) | ||||||||||
Exchange and other adjustments
|
3 | 11 | 3 | 17 | ||||||||||||
At December 31, 2009
|
185 | 231 | 98 | 514 | ||||||||||||
Amortization and impairment:
|
||||||||||||||||
At January 1, 2009
|
(81 | ) | (50 | ) | (38 | ) | (169 | ) | ||||||||
Provided
|
(19 | ) | (10 | ) | (9 | ) | (38 | ) | ||||||||
Impairment charge (see below)
|
| (32 | ) | | (32 | ) | ||||||||||
Disposals
|
| | 5 | 5 | ||||||||||||
Exchange and other adjustments
|
| (4 | ) | (2 | ) | (6 | ) | |||||||||
At December 31, 2009
|
(100 | ) | (96 | ) | (44 | ) | (240 | ) | ||||||||
Year ended December 31, 2010
|
||||||||||||||||
Cost:
|
||||||||||||||||
At January 1, 2010
|
185 | 231 | 98 | 514 | ||||||||||||
Additions
|
18 | 5 | 11 | 34 | ||||||||||||
Disposals
|
(2 | ) | | (1 | ) | (3 | ) | |||||||||
Exchange and other adjustments
|
2 | (5 | ) | 1 | (2 | ) | ||||||||||
At December 31, 2010
|
203 | 231 | 109 | 543 | ||||||||||||
Amortization and impairment:
|
||||||||||||||||
At January 1, 2010
|
(100 | ) | (96 | ) | (44 | ) | (240 | ) | ||||||||
Provided
|
(15 | ) | (10 | ) | (8 | ) | (33 | ) | ||||||||
Disposals
|
2 | | 1 | 3 | ||||||||||||
Exchange and other adjustments
|
(7 | ) | | | (7 | ) | ||||||||||
At December 31, 2010
|
(120 | ) | (106 | ) | (51 | ) | (277 | ) | ||||||||
Net book value at December 31, 2010
|
83 | 125 | 58 | 266 | ||||||||||||
Net book value at December 31, 2009
|
85 | 135 | 54 | 274 | ||||||||||||
Net book value at January 1, 2009
|
77 | 170 | 55 | 302 | ||||||||||||
F-58
Note 14 | Investment in associates |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Share of associates statement of financial position
|
||||||||
Current assets
|
5 | 5 | ||||||
Non-current assets
|
62 | 65 | ||||||
Current liabilities
|
(9 | ) | (9 | ) | ||||
Non-current liabilities
|
(15 | ) | (16 | ) | ||||
Net assets
|
43 | 45 | ||||||
Share of associates revenue and profit
|
||||||||
Revenue
|
26 | 31 | ||||||
Net loss
|
| (1 | ) | |||||
Related party transactions
|
||||||||
Revenue from related parties
|
4 | 4 | ||||||
Amounts owed by related parties
|
1 | 2 | ||||||
Note 15 | Other financial assets |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Non-current
|
||||||||
Equity securities
available-for-sale
|
87 | 66 | ||||||
Other
|
48 | 64 | ||||||
135 | 130 | |||||||
Current
|
||||||||
Equity securities
available-for-sale
|
| 5 | ||||||
F-59
Year ended |
Year ended |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
At January 1,
|
(25 | ) | (11 | ) | ||||
Provided exceptional items (Note 5)
|
(1 | ) | (14 | ) | ||||
At December 31,
|
(26 | ) | (25 | ) | ||||
Note 16 | Inventories |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Finished goods
|
2 | 2 | ||||||
Consumable stores
|
2 | 2 | ||||||
4 | 4 | |||||||
Note 17 | Trade and other receivables |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Trade receivables
|
292 | 268 | ||||||
Other receivables
|
32 | 27 | ||||||
Prepayments
|
47 | 40 | ||||||
371 | 335 | |||||||
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Americas
|
163 | 158 | ||||||
Europe, the Middle East and Africa
|
98 | 90 | ||||||
Asia Pacific
|
63 | 47 | ||||||
324 | 295 | |||||||
F-60
At December 31, 2010 | At December 31, 2009 | |||||||||||||||||||||||
Gross | Provision | Net | Gross | Provision | Net | |||||||||||||||||||
($ million) | ||||||||||||||||||||||||
Not past due
|
197 | (3 | ) | 194 | 173 | (2 | ) | 171 | ||||||||||||||||
Past due 1 to 30 days
|
75 | (4 | ) | 71 | 70 | (9 | ) | 61 | ||||||||||||||||
Past due 31 to 180 days
|
66 | (9 | ) | 57 | 80 | (19 | ) | 61 | ||||||||||||||||
Past due more than 180 days
|
44 | (42 | ) | 2 | 57 | (55 | ) | 2 | ||||||||||||||||
382 | (58 | ) | 324 | 380 | (85 | ) | 295 | |||||||||||||||||
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
At January 1,
|
(85 | ) | (110 | ) | ||||
Provided
|
(27 | ) | (34 | ) | ||||
Amounts written back
|
7 | 3 | ||||||
Amounts written off
|
47 | 56 | ||||||
At December 31,
|
(58 | ) | (85 | ) | ||||
Note 18 | Cash and cash equivalents |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Cash at bank and in hand
|
38 | 23 | ||||||
Short-term deposits
|
40 | 17 | ||||||
78 | 40 | |||||||
Note 19 | Trade and other payables |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Current
|
||||||||
Trade payables
|
113 | 99 | ||||||
Other tax and social security payable
|
35 | 29 | ||||||
Other payables
|
226 | 278 | ||||||
Accruals
|
348 | 262 | ||||||
722 | 668 | |||||||
Non-current
|
||||||||
Other payables
|
464 | 408 | ||||||
F-61
Note 20 | Provisions |
Onerous |
||||||||||||
management |
||||||||||||
contracts | Litigation | Total | ||||||||||
($ million) | ||||||||||||
At January 1, 2009
|
| | | |||||||||
Provided: exceptional items (Note 5)
|
65 | | 65 | |||||||||
At December 31, 2009
|
65 | | 65 | |||||||||
Provided:
|
||||||||||||
Profit before exceptional items
|
3 | | 3 | |||||||||
Exceptional items (Note 5)
|
| 22 | 22 | |||||||||
Utilized
|
(58 | ) | | (58 | ) | |||||||
At December 31, 2010
|
10 | 22 | 32 | |||||||||
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Analyzed as:
|
||||||||
Current
|
30 | 65 | ||||||
Non-current
|
2 | | ||||||
32 | 65 | |||||||
Note 21 | Financial risk management |
F-62
F-63
F-64
Less than |
Between 1 and |
Between 2 and |
More than |
|||||||||||||||||
1 year | 2 years | 5 years | 5 years | Total | ||||||||||||||||
($ million) | ||||||||||||||||||||
At December 31, 2010
|
||||||||||||||||||||
Non-derivative financial liabilities:
|
||||||||||||||||||||
Secured bank loans
|
1 | 5 | | | 6 | |||||||||||||||
£250m 6% bonds
|
23 | 23 | 70 | 411 | 527 | |||||||||||||||
Finance lease obligations
|
16 | 16 | 48 | 3,348 | 3,428 | |||||||||||||||
Unsecured bank loans
|
201 | | | | 201 | |||||||||||||||
Trade and other payables
|
722 | 118 | 137 | 336 | 1,313 | |||||||||||||||
Provisions
|
30 | | 2 | | 32 | |||||||||||||||
Derivative financial liabilities:
|
||||||||||||||||||||
Interest rate swaps
|
4 | 1 | | | 5 | |||||||||||||||
Forward foreign exchange contracts
|
2 | | | | 2 | |||||||||||||||
Currency swaps - outflows
|
26 | 26 | 77 | 441 | 570 | |||||||||||||||
Currency swaps - inflows
|
(23 | ) | (23 | ) | (70 | ) | (411 | ) | (527 | ) | ||||||||||
Less than |
Between 1 and |
Between 2 and |
More than |
|||||||||||||||||
1 year | 2 years | 5 years | 5 years | Total | ||||||||||||||||
($ million) | ||||||||||||||||||||
At December 31, 2009
|
||||||||||||||||||||
Non-derivative financial liabilities:
|
||||||||||||||||||||
Secured bank loans
|
3 | 1 | 5 | | 9 | |||||||||||||||
£250m 6% bonds
|
24 | 24 | 73 | 453 | 574 | |||||||||||||||
Finance lease obligations
|
16 | 16 | 48 | 3,364 | 3,444 | |||||||||||||||
Unsecured bank loans
|
512 | | | | 512 | |||||||||||||||
Trade and other payables
|
668 | 102 | 120 | 302 | 1,192 | |||||||||||||||
Provisions
|
65 | | | | 65 | |||||||||||||||
Derivative financial liabilities:
|
||||||||||||||||||||
Interest rate swaps
|
7 | 4 | 1 | | 12 | |||||||||||||||
Currency swaps - outflows
|
26 | 26 | 77 | 467 | 596 | |||||||||||||||
Currency swaps - inflows
|
(24 | ) | (24 | ) | (73 | ) | (453 | ) | (574 | ) | ||||||||||
F-65
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Equity securities
available-for-sale
|
87 | 71 | ||||||
Loans and receivables:
|
||||||||
Cash and cash equivalents
|
78 | 40 | ||||||
Other financial assets
|
48 | 64 | ||||||
Trade and other receivables, excluding prepayments
|
324 | 295 | ||||||
537 | 470 | |||||||
At December 31, 2010 | At December 31, 2009 | |||||||||||||||
Carrying |
Carrying |
|||||||||||||||
value | Fair value | value | Fair value | |||||||||||||
($ million) | ||||||||||||||||
Financial assets
|
||||||||||||||||
Equity securities
available-for-sale*
(Note 15)
|
87 | 87 | 71 | 71 | ||||||||||||
Loans and receivables:
|
||||||||||||||||
Cash and cash equivalents (Note 18)
|
78 | 78 | 40 | 40 | ||||||||||||
Other financial assets (Note 15)
|
48 | 48 | 64 | 64 | ||||||||||||
Trade and other receivables, excluding prepayments (Note 17)
|
324 | 324 | 295 | 295 | ||||||||||||
Financial liabilities
|
||||||||||||||||
£250 million 6% bonds (Note 22)
|
(385 | ) | (404 | ) | (402 | ) | (402 | ) | ||||||||
Finance lease obligations (Note 22)
|
(206 | ) | (217 | ) | (204 | ) | (206 | ) | ||||||||
Other borrowings (Note 22)
|
(203 | ) | (203 | ) | (516 | ) | (516 | ) | ||||||||
Trade and other payables (Note 19)
|
(1,186 | ) | (1,186 | ) | (1,076 | ) | (1,076 | ) | ||||||||
Derivatives* (Note 23)
|
(44 | ) | (44 | ) | (20 | ) | (20 | ) | ||||||||
Provisions (Note 20)
|
(32 | ) | (32 | ) | (65 | ) | (65 | ) | ||||||||
* | Financial assets and liabilities which are measured at fair value. |
F-66
At December 31, 2010 | At December 31, 2009 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
($ million) | ||||||||||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||
Equity securities
available-for-sale
|
3 | | 84 | 87 | 2 | | 69 | 71 | ||||||||||||||||||||||||
Liabilities
|
||||||||||||||||||||||||||||||||
Derivatives
|
| (44 | ) | | (44 | ) | | (20 | ) | | (20 | ) | ||||||||||||||||||||
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ($ million) | |||||||
At January 1,
|
69 | 68 | ||||||
Additions
|
4 | | ||||||
Repaid
|
(5 | ) | | |||||
Valuation gains recognized in other comprehensive income
|
16 | 11 | ||||||
Impairment*
|
| (10 | ) | |||||
At December 31,
|
84 | 69 | ||||||
* | The impairment charge recognized in the income statement (see Note 5) also includes $1 million (2009 $4 million) of losses reclassified from equity. |
F-67
Note 22 | Loans and other borrowings |
At December 31, 2010 | At December 31, 2009 | |||||||||||||||||||||||
Current | Non-current | Total | Current | Non-current | Total | |||||||||||||||||||
($ million) | ||||||||||||||||||||||||
Secured bank loans
|
1 | 4 | 5 | 3 | 5 | 8 | ||||||||||||||||||
Finance leases
|
16 | 190 | 206 | 16 | 188 | 204 | ||||||||||||||||||
£250 million 6% bonds
|
| 385 | 385 | | 402 | 402 | ||||||||||||||||||
Unsecured bank loans
|
1 | 197 | 198 | 87 | 421 | 508 | ||||||||||||||||||
Total borrowings
|
18 | 776 | 794 | 106 | 1,016 | 1,122 | ||||||||||||||||||
Denominated in the following currencies:
|
||||||||||||||||||||||||
Sterling
|
| 385 | 385 | | 402 | 402 | ||||||||||||||||||
US dollars
|
16 | 287 | 303 | 103 | 348 | 451 | ||||||||||||||||||
Euro
|
| 100 | 100 | | 216 | 216 | ||||||||||||||||||
Other
|
2 | 4 | 6 | 3 | 50 | 53 | ||||||||||||||||||
18 | 776 | 794 | 106 | 1,016 | 1,122 | |||||||||||||||||||
At December 31, 2010 | At December 31, 2009 | |||||||||||||||
Minimum |
Present |
Minimum |
Present |
|||||||||||||
lease |
value of |
lease |
value of |
|||||||||||||
payments | payments | payments | payments | |||||||||||||
($ million) | ||||||||||||||||
Less than one year
|
16 | 16 | 16 | 16 | ||||||||||||
Between one and five years
|
64 | 48 | 64 | 48 | ||||||||||||
More than five years
|
3,348 | 142 | 3,364 | 140 | ||||||||||||
3,428 | 206 | 3,444 | 204 | |||||||||||||
Less: amount representing finance charges
|
(3,222 | ) | | (3,240 | ) | | ||||||||||
206 | 206 | 204 | 204 | |||||||||||||
F-68
At December 31, 2010 | At December 31, 2009 | |||||||||||||||||||||||
Utilized | Unutilized | Total | Utilized | Unutilized | Total | |||||||||||||||||||
($ million) | ||||||||||||||||||||||||
Committed
|
205 | 1,400 | 1,605 | 519 | 1,174 | 1,693 | ||||||||||||||||||
Uncommitted
|
1 | 52 | 53 | 3 | 22 | 25 | ||||||||||||||||||
206 | 1,452 | 1,658 | 522 | 1,196 | 1,718 | |||||||||||||||||||
At December 31, | ||||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Unutilized facilities expire:
|
||||||||
Within one year
|
52 | 22 | ||||||
After two but before five years
|
1,400 | 1,174 | ||||||
1,452 | 1,196 | |||||||
Note 23 | Derivative financial instruments |
At December 31, | ||||||||
2009 |
||||||||
2010 | restated* | |||||||
($ million) | ||||||||
Currency swaps
|
38 | 13 | ||||||
Interest rate swaps
|
4 | 7 | ||||||
Forward foreign exchange contracts
|
2 | | ||||||
| | |||||||
44 | 20 | |||||||
Analyzed as:
|
||||||||
Current liabilities
|
6 | 7 | ||||||
Non-current liabilities
|
38 | 13 | ||||||
44 | 20 | |||||||
* | Restated for a $13 million reclassification from current liabilities to non-current liabilities. |
F-69
Note 24 | Net debt |
At |
||||||||
At |
December 31, |
|||||||
December 31, |
2009 |
|||||||
2010 | restated* | |||||||
($ million) | ||||||||
Cash and cash equivalents
|
78 | 40 | ||||||
Loans and other borrowings current
|
(18 | ) | (106 | ) | ||||
Loans and other borrowings non-current
|
(776 | ) | (1,016 | ) | ||||
Derivatives hedging debt values (Note 23)
|
(27 | ) | (10 | ) | ||||
Net debt
|
(743 | ) | (1,092 | ) | ||||
* | With effect from January 1, 2010, net debt includes the exchange element of the fair value of currency swaps that fix the value of the Groups £250 million 6% bonds at $415 million. An equal and opposite exchange adjustment on the retranslation of the £250 million 6% bonds is included in non-current loans and other borrowings. Comparatives have been restated on a consistent basis. |
F-70
Year ended |
||||||||
Year ended |
December 31, |
|||||||
December 31, |
2009 |
|||||||
2010 | restated* | |||||||
($ million) | ||||||||
Movement in net debt
|
||||||||
Net increase/(decrease) in cash and cash equivalents
|
51 | (44 | ) | |||||
Add back cash flows in respect of other components of net debt:
|
||||||||
Issue of £250m 6% bonds
|
| (411 | ) | |||||
Decrease in other borrowings
|
292 | 660 | ||||||
Decrease in net debt arising from cash flows
|
343 | 205 | ||||||
Non-cash movements:
|
||||||||
Finance lease liability
|
(2 | ) | (2 | ) | ||||
Exchange and other adjustments
|
8 | (22 | ) | |||||
Decrease in net debt
|
349 | 181 | ||||||
Net debt at beginning of the year
|
(1,092 | ) | (1,273 | ) | ||||
Net debt at end of the year
|
(743 | ) | (1,092 | ) | ||||
* | With effect from January 1, 2010, net debt includes the exchange element of the fair value of currency swaps that fix the value of the Groups £250 million 6% bonds at $415 million. An equal and opposite exchange adjustment on the retranslation of the £250 million 6% bonds is included in non-current loans and other borrowings. Comparatives have been restated on a consistent basis. |
Note 25 | Deferred tax |
Other |
||||||||||||||||||||||||||||
Property, |
Deferred |
short-term |
||||||||||||||||||||||||||
plant and |
gains on |
Employee |
Intangible |
temporary |
||||||||||||||||||||||||
equipment | loan notes | Losses | benefits | assets | differences | Total | ||||||||||||||||||||||
($ million) | ||||||||||||||||||||||||||||
At January 1, 2009
|
226 | 142 | (141 | ) | (33 | ) | 28 | (101 | ) | 121 | ||||||||||||||||||
Income statement
|
(43 | ) | | 6 | (1 | ) | 1 | (59 | ) | (96 | ) | |||||||||||||||||
Statement of comprehensive income
|
| | | (1 | ) | | | (1 | ) | |||||||||||||||||||
Statement of changes in equity
|
| | | | | (6 | ) | (6 | ) | |||||||||||||||||||
Exchange and other adjustments
|
6 | 9 | (11 | ) | | 2 | (1 | ) | 5 | |||||||||||||||||||
At December 31, 2009
|
189 | 151 | (146 | ) | (35 | ) | 31 | (167 | ) | 23 | ||||||||||||||||||
Income statement
|
24 | (3 | ) | (12 | ) | 11 | 6 | (9 | ) | 17 | ||||||||||||||||||
Statement of comprehensive income
|
| | | (22 | ) | | (2 | ) | (24 | ) | ||||||||||||||||||
Statement of changes in equity
|
| | | | | (12 | ) | (12 | ) | |||||||||||||||||||
Exchange and other adjustments
|
(8 | ) | (4 | ) | 8 | (1 | ) | (2 | ) | (1 | ) | (8 | ) | |||||||||||||||
At December 31, 2010
|
205 | 144 | (150 | ) | (47 | ) | 35 | (191 | ) | (4 | ) | |||||||||||||||||
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Analyzed as:
|
||||||||
Deferred tax assets
|
(88 | ) | (95 | ) | ||||
Deferred tax liabilities
|
84 | 118 | ||||||
(4 | ) | 23 | ||||||
F-71
Note 26 | Share-based payments |
F-72
F-73
Long Term |
||||
Incentive Plan | ||||
Number of shares awarded in 2010
|
2,602,773 | |||
Long Term |
||||
2010
|
Incentive Plan | |||
Valuation model |
Monte Carlo |
|||
Simulation and |
||||
Binomial | ||||
Weighted average share price (pence)
|
1,033.0 | |||
Expected dividend yield
|
3.10 | % | ||
Risk-free interest rate
|
1.83 | % | ||
Volatility*
|
41 | % | ||
Term (years)
|
3.0 |
Annual |
Long Term |
|||||||
2009
|
Bonus Plan | Incentive Plan | ||||||
Valuation model | Binomial |
Monte Carlo |
||||||
Simulation and |
||||||||
Binomial | ||||||||
Weighted average share price (pence)
|
454.0 | 612.0 | ||||||
Expected dividend yield
|
4.89 | % | 5.26 | % | ||||
Risk-free interest rate
|
2.11 | % | ||||||
Volatility*
|
43 | % | ||||||
Term (years)
|
3.0 | 3.0 |
Annual |
Long Term |
|||||||
2008
|
Bonus Plan | Incentive Plan | ||||||
Valuation model | Binomial |
Monte Carlo |
||||||
Simulation and |
||||||||
Binomial | ||||||||
Weighted average share price (pence)
|
836.0 | 865.0 | ||||||
Expected dividend yield
|
3.33 | % | 2.76 | % | ||||
Risk-free interest rate
|
4.78 | % | ||||||
Volatility*
|
30 | % | ||||||
Term (years)
|
3.0 | 3.0 |
* | The expected volatility was determined by calculating the historical volatility of the Companys share price corresponding to the expected life of the share award. |
F-74
Annual |
Long Term |
|||||||
Bonus Plan | Incentive Plan | |||||||
Number of shares | Number of shares | |||||||
(thousands) | ||||||||
Outstanding at January 1, 2008
|
1,104 | 11,463 | ||||||
Granted
|
662 | 5,061 | ||||||
Vested
|
(472 | ) | (2,752 | ) | ||||
Lapsed or canceled
|
(5 | ) | (2,619 | ) | ||||
Outstanding at December 31, 2008
|
1,289 | 11,153 | ||||||
Granted
|
1,059 | 5,755 | ||||||
Vested
|
(434 | ) | (3,124 | ) | ||||
Lapsed or canceled
|
(60 | ) | (1,518 | ) | ||||
Outstanding at December 31, 2009
|
1,854 | 12,266 | ||||||
Granted
|
| 2,603 | ||||||
Vested
|
(580 | ) | (1,500 | ) | ||||
Lapsed or canceled
|
| (2,027 | ) | |||||
Outstanding at December 31, 2010
|
1,274 | 11,342 | ||||||
Fair value of awards granted during the year (cents)
|
||||||||
At December 31, 2010
|
n/a | * | 1,181.9 | |||||
At December 31, 2009
|
735.6 | 414.1 | ||||||
At December 31, 2008
|
1,436.0 | 870.4 | ||||||
Weighted average remaining contract life (years)
|
||||||||
At December 31, 2010
|
0.7 | 1.0 | ||||||
At December 31, 2009
|
1.3 | 1.3 | ||||||
At December 31, 2008
|
1.6 | 1.2 |
* | No awards were granted during the year. |
F-75
Sharesave Plan | Executive Share Option Plan | |||||||||||||||||||||||
Weighted |
Weighted |
|||||||||||||||||||||||
Number of |
Range of |
average |
Number of |
Range of |
average |
|||||||||||||||||||
shares | option prices | option price | shares | option prices | option price | |||||||||||||||||||
(thousands) | (pence) | (pence) | (thousands) | (pence) | (pence) | |||||||||||||||||||
Outstanding at January 1, 2008
|
57 | 420.5 | 420.5 | 8,194 | 308.5-619.8 | 487.4 | ||||||||||||||||||
Exercised
|
(3 | ) | 420.5 | 420.5 | (353 | ) | 434.2-619.8 | 543.6 | ||||||||||||||||
Lapsed or canceled
|
(5 | ) | 420.5 | 420.5 | (206 | ) | 349.1-593.2 | 431.3 | ||||||||||||||||
Outstanding at December 31, 2008
|
49 | 420.5 | 420.5 | 7,635 | 308.5-619.8 | 486.3 | ||||||||||||||||||
Exercised
|
(48 | ) | 420.5 | 420.5 | (1,518 | ) | 308.5-619.8 | 496.2 | ||||||||||||||||
Lapsed or canceled
|
(1 | ) | 420.5 | 420.5 | (247 | ) | 438.0-619.8 | 509.9 | ||||||||||||||||
Outstanding at December 31, 2009
|
| | | 5,870 | 308.5-619.8 | 482.8 | ||||||||||||||||||
Exercised
|
| | | (2,497 | ) | 349.1-619.8 | 478.6 | |||||||||||||||||
Lapsed or canceled
|
| | | (82 | ) | 349.1 | 349.1 | |||||||||||||||||
Outstanding at December 31, 2010
|
| | | 3,291 | 308.5-619.8 | 489.3 | ||||||||||||||||||
Options exercisable
|
||||||||||||||||||||||||
At December 31, 2010
|
| | | 3,291 | 308.5-619.8 | 489.3 | ||||||||||||||||||
At December 31, 2009
|
| | | 5,870 | 308.5-619.8 | 482.8 | ||||||||||||||||||
At December 31, 2008
|
| | | 7,635 | 308.5-619.8 | 486.3 | ||||||||||||||||||
Options outstanding and exercisable | ||||||||||||
Weighted |
||||||||||||
average |
Weighted |
|||||||||||
Number |
remaining |
average |
||||||||||
outstanding | contract life | option price | ||||||||||
(thousands) | (years) | (pence) | ||||||||||
Range of exercise prices (pence)
|
||||||||||||
Executive Share Option Plan
|
||||||||||||
308.5
|
12 | 1.8 | 308.5 | |||||||||
422.8 to 494.2
|
2,676 | 2.4 | 460.7 | |||||||||
619.8
|
603 | 4.3 | 619.8 | |||||||||
3,291 | 2.7 | 489.3 | ||||||||||
F-76
Note 27 | Operating leases |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Due within one year
|
50 | 51 | ||||||
One to two years
|
40 | 44 | ||||||
Two to three years
|
36 | 38 | ||||||
Three to four years
|
31 | 37 | ||||||
Four to five years
|
25 | 30 | ||||||
More than five years
|
323 | 309 | ||||||
505 | 509 | |||||||
Note 28 | Capital and other commitments |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Contracts placed for expenditure on property, plant and
equipment and intangible assets not provided for in the
Consolidated Financial Statements
|
14 | 9 | ||||||
Note 29 | Contingencies |
At |
At |
|||||||
December 31, |
December 31, |
|||||||
2010 | 2009 | |||||||
($ million) | ||||||||
Contingent liabilities not provided for in the Consolidated
Financial Statements
|
1 | 16 | ||||||
F-77
Note 30 | Related party disclosures |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Total compensation of key management personnel
|
||||||||||||
Short-term employment benefits
|
13.6 | 9.8 | 18.4 | |||||||||
Post-employment benefits
|
0.6 | 0.6 | 0.7 | |||||||||
Termination benefits
|
| 0.8 | | |||||||||
Equity compensation benefits
|
9.4 | 9.5 | 12.8 | |||||||||
23.6 | 20.7 | 31.9 | ||||||||||
Note 31 | System Fund |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Income:*
|
||||||||||||
Assessment fees and contributions received from hotels
|
944 | 875 | 914 | |||||||||
Proceeds from sale of Priority Club Rewards points
|
106 | 133 | 76 | |||||||||
Key elements of expenditure:*
|
||||||||||||
Marketing
|
170 | 165 | 211 | |||||||||
Priority Club
|
250 | 210 | 212 | |||||||||
Payroll costs
|
167 | 152 | 155 | |||||||||
Net (deficit)/surplus for the year*
|
(51 | ) | 43 | 10 | ||||||||
Interest payable to the Fund
|
2 | 2 | 12 | |||||||||
* | Not included in the Consolidated income statement in accordance with the Groups accounting policies. |
Year ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
($ million) | ||||||||||||
Cumulative short-term net surplus
|
20 | 71 | 28 | |||||||||
Loyalty program liability
|
531 | 470 | 471 | |||||||||
551 | 541 | 499 | ||||||||||
F-78
Additions |
||||||||||||||||||||
Balance at |
charged to |
Balance at |
||||||||||||||||||
beginning |
costs and |
Exchange |
end of |
|||||||||||||||||
of period | expenses | differences | Deductions | period | ||||||||||||||||
($ million) | ||||||||||||||||||||
Year ended December 31, 2010
|
||||||||||||||||||||
Provisions for bad and doubtful debts
|
85 | 27 | | (54 | ) | 58 | ||||||||||||||
Year ended December 31, 2009
|
||||||||||||||||||||
Provisions for bad and doubtful debts
|
110 | 34 | | (59 | ) | 85 | ||||||||||||||
Year ended December 31, 2008
|
||||||||||||||||||||
Provisions for bad and doubtful debts
|
96 | 28 | | (14 | ) | 110 |
S-1
By: |
/s/ Richard
Solomons
|
Title: | Chief Financial Officer |
Article No. | Page No. | |||||||
Preliminary |
1-2 | 1-6 | ||||||
Ordinary and Redeemable Shares |
3-4 | 6-7 | ||||||
Variation of Rights |
5-8 | 7-8 | ||||||
Shares |
9-13 | 8-10 | ||||||
Evidence of Title to Securities |
14 | 10 | ||||||
Share Certificates |
15-19 | 10-11 | ||||||
Calls on Shares |
20-25 | 11-12 | ||||||
Forfeiture and Lien |
26-33 | 13-14 | ||||||
Transfer of Shares |
34-39 | 14-17 | ||||||
Transmission of Shares |
40-42 | 17 | ||||||
Untraced Shareholders |
43-44 | 18 | ||||||
General Meetings |
45-46 | 18-19 | ||||||
Notice of General Meetings |
47-48 | 19 | ||||||
Overflow of General Meetings |
49-51 | 19-20 | ||||||
Proceedings at General Meetings |
52-61 | 20-22 | ||||||
Votes of Members |
62-67 | 22-25 | ||||||
Proxies |
68-74 | 25-27 | ||||||
Corporations Acting by Representatives |
75 | 28 | ||||||
Directors |
76-83 | 28-29 | ||||||
Appointment and Retirement of Directors |
84-90 | 29-31 | ||||||
Alternate Directors |
91-94 | 31-32 | ||||||
Meetings and Proceedings of Directors |
95-106 | 32-39 | ||||||
Borrowing Powers |
107-108 | 39 | ||||||
General Powers of Directors |
109-115 | 40-41 | ||||||
President |
116 | 41 | ||||||
Departmental, Divisional or Local Directors |
117 | 41 | ||||||
Secretary |
118 | 41 | ||||||
The Seal |
119-121 | 42 | ||||||
Record Date |
122 | 42 | ||||||
Authentication of Documents |
123 | 42-43 |
i
Article No. | Page No. | |||||||
Reserves |
124 | 43 | ||||||
Dividends |
125-137 | 43-46 | ||||||
Capitalisation of Profits and Shares |
138-139 | 46-48 | ||||||
Minutes |
140 | 48 | ||||||
Accounts |
141-142 | 48 | ||||||
Auditors |
143-144 | 49 | ||||||
Communications with Members |
145-151 | 49-51 | ||||||
Winding up |
152-153 | 51-52 | ||||||
Directors liabilities |
154-156 | 52-54 | ||||||
Overriding Provisions |
157 | 54-57 |
ii
1 The Articles of Association were first adopted with effect from 27 June 2005, pursuant to a Special Resolution of the Company passed on 15 June 2005, and have been amended by Special Resolutions of the Company passed on 1 June 2007 with immediate effect, 30 May 2008 with effect from 1 October 2008 and on 29 May 2009 with effect from 1 October 2009. | ||
2 The Company was incorporated as Hackremco (No. 2154) Limited on 21 May 2004. On 24 March 2005 the name of the Company was changed to New InterContinental Hotels Group Limited. On 27 April 2005, the Company re-registered as a public limited company and its name was changed to New InterContinental Hotels Group PLC with effect from that date. With effect from 27 June 2005, the name of the Company was changed to InterContinental Hotels Group PLC. |
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3 Neither the duty in Section 175(1), nor the authorisation procedure under Section 175(5), applies to a conflict of interest arising in relation to a transaction or arrangement with the Company. The disclosure and approval provisions of Articles 98 and 99 are intended to deal with such conflicts. |
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InterContinental Hotels Group PLC | Telephone +44 (0) 1895 512 443 | |||
Broadwater Park | Facsimile +44 (0) 1895 512 054 | |||
Denham UB9 5HR | www.ihgplc.com | |||
United Kingdom |
Position Title:
|
President, Americas Region | |
Reports To:
|
Andrew Cosslett | |
Chief Executive | ||
Employer:
|
Six Continents Hotels, Inc. | |
Job Band:
|
Band 1 | |
Effective Date:
|
1 August 2010 | |
Notice:
|
From the Employee: 6 months | |
From the Company: 12 months | ||
Work Location:
|
Atlanta Georgia, USA | |
Annual Base Salary:
|
USD $725,000 per annum. Your next salary review will be in accordance with the Companys annual salary review cycle. |
1
/s/ Andrew Cosslett
|
||||
Accepted by: |
||||
/s/ Jim Abrahamson
|
July 16, 2010
|
cc: | George Turner Tracy Robbins Lori Gaytan |
2
1. | Appointment |
4 | ||||
2. | Duties and Powers |
5 | ||||
3. | Mobility |
5 | ||||
4. | Remuneration |
6 | ||||
5. | Short Term Incentive Schemes |
6 | ||||
6. | Long Term Incentive and Share Schemes |
6 | ||||
7. | Expenses |
7 | ||||
8. | Professional Memberships |
7 | ||||
9. | Vacation |
7 | ||||
10. | Sickness and Incapacity |
8 | ||||
11. | Notification of absence |
9 | ||||
12. | Retirement Benefits |
9 | ||||
13. | Health and Welfare Benefits |
9 | ||||
14. | Location / Assignment Specific Benefits |
9 | ||||
15. | Exclusive Service |
9 | ||||
16. | Inventions, Designs, Copyright and other Intellectual Property |
10 | ||||
17. | Confidentiality |
11 | ||||
18. | Non-Solicitation and Restrictive Covenants |
12 | ||||
19. | Notification of Restrictions |
12 | ||||
20. | Directorships |
12 | ||||
21. | Garden Leave |
13 | ||||
22. | Termination |
14 | ||||
23. | Return of Property |
16 | ||||
24. | Disciplinary and Grievance Procedure |
17 | ||||
25. | Data Protection |
17 | ||||
26. | Notices |
17 | ||||
27. | Assignment |
17 |
2
28. | Law and jurisdiction |
17 | ||||
29. | Prior Agreements and other employment-related conditions |
18 | ||||
30. | Collective Agreements |
18 | ||||
31. | Severability |
18 | ||||
32. | Interpretation |
18 | ||||
33. | Disputes |
20 | ||||
34. | Miscellaneous |
21 | ||||
Schedule 1 |
23 |
3
THIS AGREEMENT is dated
|
and made |
(1) | Six Continents Hotels, Inc. (the Company), a Delaware corporation and a company in the InterContinental Hotels Group, with its principal offices at Three Ravinia Drive, Suite 100 Atlanta, GA 30346; and |
(2) | James Abrahamson (the Executive), of [address] |
1. | Appointment |
1.1 | The Company employs the Executive and the Executive agrees to serve the Company and any other Group Company or Group Companies as required by the Board or any person authorised by the Board for that purpose, in the capacity of President of the Americas or in such other capacity as the Board may, from time to time, determine. The Executives reward band is 2. |
1.2 | This Agreement commences on January 1, 2009 and shall continue (subject to termination as provided for below) unless and until terminated by either party giving to the other not less than the following notice period in writing, expiring at any time: |
a) | notice period from the Company to the Executive : 52 weeks; | ||
b) | notice period from the Executive to the Company : 26 weeks. |
1.3 | The Executives period of continuous employment with the Group commenced on the First day of January 2009. | |
1.4 | The Executive warrants that |
1.4.1 | the Executive is not prevented from performing the Executives duties in accordance with the terms of this agreement by any obligation or duty owed to any other party, whether contractual or otherwise; and | ||
1.4.2 | the Executive has all necessary licences, permissions, consents, approvals, qualifications and memberships required for the Executive to perform the Executives duties under this agreement and is not and has not been subject to any prohibition, censure, criticism or disciplinary sanction by any professional, regulatory or other body or authority which would prevent the Executive from performing any duties under this agreement or undermine the confidence of the Board in the Employment by the Company. |
1.5 | The commencement of the Employment is conditional upon satisfaction of the following conditions, if required by the Company: |
(a) | the Executive undergoing a medical examination with a medical practitioner nominated by the Company, the results of which are satisfactory to the Company; |
4
(b) | the Executive providing to the Company two references which are satisfactory to it (one of which must be from the Executives last employer): | ||
(c) | the Executive providing to the Company copies or other verification of all academic, professional or other business qualifications notified to the Company: and | ||
(d) | the Executive providing acceptable proof of identity and authorization to work in the United States and properly completing Form I-9 (Employment Eligibility Verification) as required under U.S. immigration regulations. |
2. | Duties and Powers | |
2.1 | The Executive shall exercise such powers, perform such duties (if any) and comply with such directions in relation to the business of the Company or any other Group Company as the Board or any person authorised by the Board for the purpose may, from time to time, confer upon or assign or give to him. | |
2.2 | The Executive shall, during the continuance of this Agreement (unless prevented by ill health or accident or as otherwise agreed by the Board in writing), devote the whole of the Executives working time and attention and abilities to the Business and shall use the Executives reasonable endeavours to promote and protect the general interests and welfare of the Company, the Group and any other Group Company to which the Executive may from time to time render the Executives services under this Agreement. | |
2.3 | The Executive shall at all times promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may require in connection with the Business and the Executives employment under this Agreement. | |
2.4 | The Executive shall work normal business hours, which are 40 hours per week, and such additional hours as may be necessary in the performance of the Executives duties and powers under this Agreement. The nature of the Executives job is such that the Executive is largely able to prioritise tasks, determine the time and effort the Executive devotes to those tasks and when the Executive does them. No overtime will be paid. | |
2.5 | The Executive will promptly disclose to the Board full details of any wrongdoing by any employee or officer of any Group Company (including the Executive) where that wrongdoing is material to that employees employment by the relevant company or to the interests or reputation of any Group Company. | |
3. | Mobility | |
3.1 | The Executives principal place of work is Three Ravinia Drive, Atlanta, GA 30346. The Executives principal place of work may be in such place or places as the Company shall reasonably require. | |
3.2 | The Executive may be required to travel both inside and outside the United States on the business of the Company or any Group Company in the proper performance of the Executives duties from time to time. |
5
4. | Remuneration | |
4.1 | The Company shall pay to the Executive a salary at the annual rate of USD $600,000. Such salary shall be payable not less frequently than every month on a date which will be no later than the last day of the month and shall be deemed to accrue from day to day. Such salary shall include any directors fees payable to the Executive. The Company shall be entitled to procure payment of the salary for administrative reasons by another Group Company. | |
4.2 | The salary payable to the Executive pursuant to clause 4.1 shall be subject to review in accordance with the Companys practice from time to time but there shall be no obligation on the Company to increase such salary. | |
4.3 | The Company shall be entitled at any time to deduct from the Executives remuneration (which includes salary, salary supplement, any bonus, vacation or other pay) any sums owing to it or to any other Group Company (including but not limited to any advance of a cash float to cover business expenses, any advance of pay, vacation pay relating to vacation taken in excess of entitlement) by the Executive to which deduction the Executive expressly hereby consents. | |
5. | Short Term Incentive Schemes | |
The Executive may be invited to participate in the Companys or any Group Company (as appropriate) discretionary incentive plane or plans applicable from time to time for employees in the Executives reward band, subject to the rules of the relevant plan(s) from time to time. Details of the current applicable plan(s) may be provided to the Executive. Awards are determined solely at the Companys discretion, to which the Executive hereby agrees. The Company reserves the right, in its absolute discretion, to vary the terms and/or any targets and/or level of bonus opportunity and/or bonus payable, under any incentive plan from time to time in operation or to suspend (for a fixed or indefinite period) or withdraw any such plan without providing any replacement. The Executive acknowledges that during the course of the Employment and on its termination the Executive has no right to receive a bonus and that the Company is under no obligation to operate a bonus plan and that the Executive will not acquire such a right, nor shall the Company come under such an obligation, merely by virtue of the Executives having received one or more bonus payment(s) or the Company having operated one or more bonus plan during the course of the Employment. Any bonus paid is not pensionable and is subject to deductions for tax and social security contributions, or any other deductions which may be required by law. | ||
6. | Long Term Incentive and Share Plans | |
The Executive may be invited to participate in such share option or other share ownership plans as the Company or the Group may operate from time to time and which are applicable to employees in the Executives reward band, subject to the rules of the relevant plan(s) from time to time. Details of any current applicable plan(s) may be provided to the Executive. The Company reserves the right, in its absolute discretion, to vary the terms of any such plan or to suspend (for a fixed or indefinite period) or withdraw any such plan without providing any replacement. The Executive acknowledges that during the course of the Employment and on its termination the Executive has no right to receive an award of shares or grant of share options and that the Company is under no obligation to operate such plans and that the Executive will not acquire such a right, nor shall the Company come under such an obligation, merely by virtue of the Executives having received one or more award of shares or grant of share options or the Company |
6
having operated one or more such plans during the course of the Employment. Any payment made under this clause is not pensionable and is subject to deductions for tax and social security contributions, or any other deductions which may be required by law. |
7. | Expenses and Gratuities | |
7.1 | In accordance with Company policy the Company shall pay or refund to the Executive all reasonable travelling, entertainment and other similar out of pocket expenses necessarily and wholly incurred by the Executive in the proper performance of the Executives duties subject to production by the Executive of such evidence of such expenses as the Company may require. If the Executive is provided with a company credit card or charge card, the Executive shall use it only for such expenses as the Executive is entitled under this sub-clause to have reimbursed by the Company. | |
7.2 | Unless otherwise expressly permitted by any written Company policy which is in force, the Executive shall not during the continuance of the Employment seek or (unless fully disclosed to and approved in advance by the Board) accept from any actual or prospective customer, contractor or supplier of the Company or of any Group Company any gift, gratuity or benefit of more than a trivial value or any hospitality, other than properly in the performance of the Executives duties to the Company and of a kind and value not lavish, extravagant or inappropriate. | |
8. | Professional Memberships | |
8.1 | In accordance with and subject to Company policy, and upon prior approval, the Company shall pay for up to two memberships with recognised professional bodies where membership of such professional body is directly related to and required in relation to the Executives job from time to time or the Executives normal professional skill. | |
8.2 | Where required, whether by the Company, law, any regulatory organisation or otherwise the Executive should at all times during the Executives employment with the Company maintain the Executives membership of such professional, trade or other bodies necessary for the proper performance of the Executives duties. | |
9. | Vacation | |
9.1 | The Companys vacation year is 1 January to 31 December (the Vacation Year). | |
9.2 | In addition to public holidays, the Executive shall be entitled to paid vacation in each Vacation Year in accordance with the stated policy for the Executives reward band in the principal place of work, to be taken at times to be agreed with the Company in advance. Subject to clause 9.3, no payment will be made for vacation days not taken in the Vacation Year in which they arise although the Executive may carry forward any unused vacation days from one Vacation Year to the next, subject to a maximum of 5 days to be carried forward into the following Vacation Year. | |
9.3 | Upon termination of this Agreement the Executive shall be entitled to payment in lieu of any untaken outstanding vacation entitlement in the Vacation Year during which the Executives employment terminates, which entitlement shall accrue on a pro-rata bi-weekly basis. |
7
9.4 | Upon termination of the Executives employment under this Agreement, the Company shall be entitled to deduct from any sum owed by the Company to the Executive a sum representing overpayment of salary with respect to vacation days which the Executive has taken in excess of the Executives accrued vacation entitlement calculated on a pro-rata monthly basis as at the date of the termination of the Executives employment and the Executive hereby authorises the Company to make such deduction. | |
9.5 | The Company shall be entitled to require the Executive to take all or any part of any accrued untaken vacation entitlement during the period of notice to terminate the Executives employment (including, for the avoidance of doubt, during any period of garden leave pursuant to clause 21). If the Company exercises this right, the Executive must obtain the prior agreement of the Board to the actual days to be taken as vacation. | |
10. | Sickness and Incapacity | |
10.1 | When the Executive is absent from work and unable to perform the Executives duties under this Agreement satisfactorily by reason of any injury, illness or other reason satisfactory to the Company and subject to compliance with clause 11, the Executive shall be entitled to receive the Executives full salary and other contractual benefits only for up to the first 26 weeks of any such absence. | |
10.2 | Any salary payable pursuant to this clause shall be inclusive of the amount of any benefit or statutory sick pay to which the Executive may be entitled during the period of such inability under any local law for the time being in force. | |
10.3 | The Executive shall submit to a medical examination by a doctor appointed by the Company at the request of the Chief Executive, at the expense of the Company, at any time during the continuance of this Agreement, whether or not the Executive is absent by reason of sickness, injury or other incapacity. The Executive consents to the Company obtaining a copy of the Executives medical records from the Executives medical practitioner in circumstances where the Company deems such a step to be required. The Executive further agrees that the Executive shall authorise the medical practitioner and the Company to discuss further any matters arising from such medical report, diagnosis or prognosis to the extent relevant to the Executives employment or the performance of the Executives duties. | |
10.4 | If the Executive is absent from work by reason of injuries sustained wholly or partly as a result of actionable negligence, nuisance or breach of any statutory duty on the part of any third party other than the Company or any Group Company, the Executive shall promptly inform the Executives line manager of that fact and the Company in its discretion may require the Executive to take all reasonable steps to recover from such third party or its insurers compensation including repayment of all sums paid to the Executive by the Company under this clause in respect of such absence (which shall be deemed to be paid by way of interest free loan by the Company, subject to any limit imposed under relevant legislation). Any such sums (which are paid to the Executive by the Company on that basis) shall in turn be repaid by the Executive when and to the extent that the Executive recovers compensation for loss of earnings from that third party or its insurers by legal action or otherwise less any reasonable costs incurred in recovering any such compensation. |
8
11. | Notification of Absence | |
11.1 | If the Executive is unable to come to work for any reason and the Executives absence has not previously been authorised by the Company, the Executive must notify the Company as soon as practicable and in accordance with the stated policy for the Executives reward band in the principal place of work. |
12. | Retirement Benefits | |
12.1 | The Company operates various pension plans. The Executive may be eligible to participate in the Companys 401k pension plan and deferred compensation plan, as determined by the Executives start date with the Company and the Executives reward band (the Plans), at the applicable level and subject to the terms of the rules governing the Plans from time to time, including, without limitation, any powers to amend or terminate the Plans. The Executives participation in the Plans shall be in substitution for and shall operate to the exclusion of, any agreement or representation, whether written or oral, in relation to pension entitlement made with or to the Executive by any person on behalf of the Company or any Group Company at any time. |
13. | Health and Welfare Benefits | |
13.1 | The Executive, the Executives spouse and any dependent unmarried children under age 21 (or 25 if in full time education) as the case may be will to the extent eligible (as determined by the Executives reward band and any applicable plan rules) participate in and receive benefits under the healthcare plan and life insurance plan (for an insured sum of, at the date of this Agreement and subject to the following provisions, four times annual base salary) made available by the Company (and any other plans which the Company may provide from time to time) subject to the rules or insurance policies constituting such plans from time to time. | |
13.2 | A copy of the relevant healthcare and life insurance plans shall be provided to the Executive and the Executive is required to comply with their rules from time to time. The Company reserves the right, in its absolute discretion, to vary the plans or to suspend (for a fixed or indefinite period) or withdraw the plans without providing any replacement. |
14. | Location / Assignment Specific Benefits | |
14.1 | In the event that any special terms apply to the Executive, these are as set out in the Executives offer letter. |
15. | Exclusive Service | |
15.1 | The Executive will devote the whole of the Executives working time, attention and skill to the Employment. | |
15.2 | At the request of the Company, the Executive will disclose promptly in writing to the Company all the Executives interests (for example, shareholdings or directorships) in any business whether or not of a commercial or business nature except the Executives interests in any Group Company. |
9
15.3 | Without prejudice to clause 15.1 above, and subject to clause 15.4 below, during the Employment the Executive will not be directly or indirectly engaged or concerned in the conduct of any activity which is similar to or competes with any activity carried on by any Group Company (except as a representative of the Company or with the written consent of the Board) nor make preparations to be engaged or interested either directly or indirectly in any business or occupation (including any charitable work) other than the business of the Company or its Group Companies. | |
15.4 | The Executive may not without written consent of the Board hold or be interested in investments which amount to more than five percent of the issued investments of any class of any one company whether or not those investments are listed or quoted on any recognised Stock Exchange or dealt in on the Alternative Investments Market. |
16. | Intellectual Property | |
16.1 | The Executive must disclose immediately to the Company any discovery or invention, secret process or improvement in procedure made or discovered by the Executive during his employment in connection with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in or in connection with any such company (Inventions) which Inventions will belong to and be the absolute property of the Company or such other person, firm, company or organization as the Company may require. | |
16.2 | If requested by the Board (whether during or after the termination of his employment) the Executive will at the expense of the Company apply or join in applying for letters patent or other similar protection in the United States, the United Kingdom or any other part of the world for all Inventions and will do everything necessary (including executing documents) for vesting letters patent or other similar protection when obtained and all right and title to and interest in all Inventions in the Company absolutely and as sole beneficial owner or in such other person, firm, company or organization as the Company may require. | |
16.3 | The Executive will (both during and after the termination of his employment) at the Companys expense anywhere in the world and at any time promptly do everything (including executing documents) that may be reasonably required by the Board to defend or protect for the benefit of the Company all Inventions and the right and title of the Company to them. | |
16.4 | The entire copyright and all similar rights (including future copyright, the right to register trade marks or service marks and the right to register designs and design rights) throughout the world in works of any description produced by the Executive in the course of or in connection with his employment (Works) will vest in and belong to the Company absolutely throughout the world for the full periods of protection available in law including all renewals and extensions. | |
16.5 | The Executive will (both during and after the termination of his employment) at the Companys request and expense anywhere in the world and at any time promptly do everything (including executing documents) that may be reasonably required by the Board to assure, define or protect the rights of the Company in all Works. | |
16.6 | The Executive will not make copies of any computer files belonging to any Group Company or their service providers and will not introduce any of his own computer files into any computer used by any Group Company in breach of any Group Company policy, unless he has obtained the consent of the Board. |
10
16.7 | By entering into this Agreement the Executive irrevocably appoints the Company to act on his behalf to execute any document and do anything in his name for the purpose of giving the Company (or its nominee) the full benefit of the provision of clause 16 or the Companys entitlement under statute. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this clause 16.7, a certificate in writing (signed by any director or the secretary of the Company) will be sufficient to prove that the act or thing falls within that authority. |
17. | Confidentiality | |
17.1 | As Confidential Information will from time to time become known to the Executive, the Company considers and the Executive acknowledges that the following restraints are necessary for the reasonable protection by the Company of its business or the business of the Group, the customers and trade connections thereof or their respective affairs. | |
17.2 | The Executive shall not at any time, either during the continuance of or after the termination of the Executives employment with the Company, use, disclose or communicate to any person whatsoever any Confidential Information or any Trade Secrets of which the Executive has or may have become possessed during the Executives employment with the Company or supply the names or addresses of any clients, customers, suppliers or agents of the Company or any Group Company to any person except in the proper course of the Business or as authorised in writing by the Board or as ordered by a Court of competent jurisdiction or as required to be disclosed by any law, regulation, governmental or other official body. | |
17.3 | The Executive shall not at any time either during the continuance of or after the termination of the Executives employment with the Company make, other than for the benefit of the Company or any Group Company, any notes or memoranda relating to any matter within the scope of the Business or concerning any of the dealings or affairs of the Company or any Group Company. | |
17.4 | The Executive shall use the Executives best endeavours during the continuance of the Employment to prevent the publication, disclosure or misuse of any Confidential Information and shall not remove, nor authorise others to remove, from the premises of the Company or of any Group Company any Confidential Information except to the extent strictly necessary for the proper performance of the Executives or the other persons duties to the Company or any Group Company. | |
17.5 | The Executive shall promptly disclose to the Company full details of any knowledge or suspicion the Executive has (whether during or after the Employment) of any actual, threatened or pending publication, disclosure or misuse by any person (including the Executive) of any Confidential Information and shall provide all reasonable assistance and co-operation (at the Companys expense) as the Company may request in connection with any action or proceedings it may take or contemplate in respect of any such publication, disclosure or misuse. | |
17.6 | This clause 17 is without prejudice to the Executives equitable duty of confidence. | |
17.7 | Nothing in this Agreement shall preclude the Executive from raising any concerns which should be made in accordance with the Companys Disclosure Procedure. |
11
18. | Restrictive Covenants | |
18.1 | The provisions of Schedule 1 shall take effect as though part of this Agreement. |
19. | Notification of Restrictions | |
19.1 | The Executive agrees that, in the event of the Executive receiving from any person an offer of employment (whether oral or in writing and whether accepted or not) either during the continuance of this Agreement or during the continuance in force of all or any of the restrictions set out in clause 17 and Schedule 1 of this Agreement, without prejudice to the Executives obligations in relation to confidentiality, the Executive will provide to the person making the offer details of the substance of the restrictions contained in clause 17 and Schedule 1. |
20. | Directorships | |
20.1 | The Executive shall accept appointment as a director of the Company and of any such Group Company or other company as the Company may reasonably require in connection with the Executives appointment under this Agreement and the Executive shall resign without claim for compensation from office as a director of any such company at any time on request by the Company, which resignation shall not affect the continuance in any way of this Agreement. The Executive shall immediately account to the Company for any directors fees or other emoluments, remuneration or payments either receivable or received by the Executive by virtue of the Executives holding office as such director (or waive any right to the same if so required by the Company). | |
20.2 | Upon the termination of the Executives employment with the Company however arising and for whatsoever reason the Executive shall, upon the request of the Board, resign without claim for compensation (but without prejudice to any claim the Executive may have for damages for breach of this Agreement) from: |
(a) | office as a director of the Company or of any Group Company or of any other company in which the Executive holds a directorship at the Companys request; and | ||
(b) | from all offices held by the Executive in any or all of such companies; and | ||
(c) | all trusteeships held by the Executive of any pension plan or other trusts established by the Company, any Group Company or any other company with whom the Executive has had dealings as a consequence of the Executives employment by the Company. |
20.3 | Should the Executive fail to resign from office as a director or from any other office or trusteeship in accordance with clauses 20.1 or 20.2, either during the Executives employment, when so requested by the Company, or on its termination, the Company is hereby irrevocably authorised to appoint a person in the Executives name and on the Executives behalf to execute any documents and to do all things required to give effect to the resignation. |
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20.4 | Save with the prior agreement in writing of the Company, the Executive shall not, during the continuance of this Agreement, resign from any office as a director of the Company, any Group Company or of any other company in which the Executive holds a directorship at the Companys request or do anything that would cause the Executive to be disqualified from continuing to act as a director. |
21. | Garden Leave | |
21.1 | Neither the Company nor any Group Company is under any obligation to provide the Executive with any work. At any time after notice to terminate the Employment is given by either party, or if the Executive resigns without giving due notice and the Company does not accept the Executives resignation, the Company may, at its absolute discretion, require the Executive to take a period of absence called garden leave (the Garden Leave Period). The provisions of this clause shall apply to any Garden Leave Period. | |
21.2 | The Company may require that the Executive will not, without prior written consent of the Board, be employed or otherwise engaged in the conduct of any activity, whether or not of a business nature, during the Garden Leave Period. Further, if so requested by the Company, the Executive will not: |
21.2.1 | enter or attend the premises of the Company or any other Group Company; or | ||
21.2.2 | contact or have any communication with any customer or client of the Company or any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contact); or | ||
21.2.3 | contact or have any communication with any employee, officer, director, agent or consultant of the Company or any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contact); or | ||
21.2.4 | remain or become involved in any aspect of the business of the Company or any other Group Company except as required by such companies. |
21.3 | The Company may require the Executive: |
21.3.1 | to comply with the provisions of clause 23; and | ||
21.3.2 | to immediately resign from any directorship, trusteeships or other offices which the Executive holds in the Company, any other Group Company or any other company where such directorship or other office is held as a consequence or requirement of the Employment, unless the Executive is required to perform duties to which any such directorship, trusteeship or other office relates in which case the Executive may retain such directorships, trusteeships or other offices while those duties are ongoing. The Executive hereby irrevocably appoints the Company to be the Executives attorney to execute any instrument and do anything in the Executives name and on behalf of the Executive to effect the Executives resignation if the Executive fails to do so in accordance with this clause 21.3.2. |
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21.4 | During the Garden Leave Period, the Executive will be entitled to receive the Executives salary and all contractual benefits in accordance with the terms of this agreement. Any unused vacation accrued at the commencement of the Garden Leave Period and any vacation accrued during any such period will be deemed to be taken by the Executive during the Garden Leave Period. | |
21.5 | At the end of the Garden Leave Period, the Company may, at its sole and absolute discretion, pay the Executive salary in lieu of the balance of any period of notice given by the Company or the Executive (less any deductions the Company is required by law to make). In any event, the Companys payment in lieu of the unexpired period of notice, as well as payment of any base salary attributable to the Garden Leave Period, will be completed within 2.5 months following the later of the end of the calendar year or the Company fiscal year that occurs immediately following initial notice under clause 1.2. | |
21.6 | 22.6 During the Garden Leave Period: |
21.6.1 | the Executive shall provide such assistance as the Company or any Group Company may require to effect an orderly handover of the Executives responsibilities to any individual or individuals appointed by the Company or any Group Company to take over the Executives role or responsibilities; | ||
21.6.2 | the Executive shall be available to deal with requests for information, provide assistance, be available for meetings and to advise on matters relating to work (unless the Company has agreed that the Executive may be unavailable for a period); and | ||
21.6.3 | the Company may appoint another person to carry out the Executives duties in substitution for the Executive. |
21.7 | All duties of the Employment (whether express or implied), including without limitation the Executives duties of fidelity, good faith and exclusive service, shall continue throughout the Garden Leave Period save as expressly varied by this clause 21. The Executive agrees that the exercise by the Company of its rights pursuant to this clause 21 shall not entitle the Executive to claim that the Executive has been constructively dismissed. |
22. | Termination | |
22.1 | This Agreement and the Executives employment with the Company hereunder may be terminated immediately by the Company without prior notice if the Executive at any time: |
(a) | commits any act of gross misconduct or gross incompetence or other repudiatory breach of contract; or | ||
(b) | without reasonable excuse and with prior written warning, repeats or continues any misconduct or neglect in the discharge of the Executives duties or other breach of contract (not falling within 22.1(a) above); or | ||
(c) | has been adjudicated a bankrupt by a bankruptcy court; or | ||
(d) | is convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board, does not affect the Executives position as an employee of |
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the Company (bearing in mind the nature of the duties in which the Executive is engaged and the capacity in which the Executive is employed); or | |||
(e) | by the Executives actions or omissions, brings the name or reputation of the Company or any Group Company into serious disrepute or prejudices the interests of the business of the Company or any other Group Company. |
Any delay by the Company in exercising such right to termination shall not constitute a waiver thereof. | ||
22.2 | In the event of termination pursuant to clause 22.1, the Company shall not be obliged to make any further payment to the Executive beyond the amount of any remuneration and payment in lieu of outstanding untaken vacation entitlement actually accrued up to and including the date of such termination and the Company shall be entitled to deduct from such remuneration any sums owing to it or to any other Group Company (including but not limited to any advance of a cash float to cover business expenses, any advance of pay, vacation pay relating to vacation taken in excess of accrued entitlement) by the Executive to which deduction the Executive expressly hereby consents. | |
22.3 | In the event of the termination of the Employment of the Executive for whatever reason and whether by notice or in any other manner whatsoever, the Executive agrees that the Executive will not at any time after such termination represent the Executive as still having any connection with the Company or any Group Company save as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements. | |
22.4 | In the event that the Executive is incapacitated by ill health, accident or any other cause from performing the Executives duties under this Agreement for a period of 26 weeks or more (whether consecutive or not) in any continuous period of 2 years, then the Company may terminate this Agreement by giving to the Executive six months notice, in writing expiring at any time (whether or not the Executive remains incapacitated from performing the Executives duties under this Agreement) provided always that the Executive shall receive all benefits lawfully due to the Executive under this Agreement calculated up to the date of termination of employment. | |
22.5 | As an alternative to serving notice pursuant to clause 1.2 and without prejudice to the provisions of clauses 22.1 and 22.2, the Company may, in its absolute discretion, terminate this Agreement without prior notice and make a payment in lieu of the notice to which the Executive would have been entitled during the period of notice of termination provided under clause 1.2 equal to the basic salary to which the Executive would have been entitled during the period of notice on the basis that the Executives basic salary would have been at the rate applying at the date of termination (less deductions for income tax and any other deductions the Company is required by law to make). Any payment by the Company in lieu of notice will be made as soon as practicable and, in any event, completed within 2.5 months following the later of the end of the calendar year or the Company fiscal year that occurs immediately following the Companys decision to make such payment. | |
22.6 | Once notice has been given, either by the Company or the Executive pursuant to clause 1.2 or 22.4, the Company may, in its absolute discretion, at any time during such notice terminate this Agreement and make a payment in lieu of such unexpired period of notice equal to the basic salary to which the Executive would have been entitled during the unexpired period of notice on the basis that the Executives basic salary would have been at the rate applying at the date of termination (less deductions for income tax and any |
15
other deductions the Company is required by law to make). Any payment by the Company in lieu of any unexpired period of notice will be made as soon as practicable and, in any event, completed within 2.5 months following the later of the end of the calendar year or the Company fiscal year that occurs immediately following initial notice under clause 1.2. | ||
22.7 | The Company may, in its absolute discretion, for any period at any time and/or once notice of termination of employment has been given: |
(a) | exclude the Executive from any premises of the Company and/or of any Group Company; and/or | ||
(b) | require the Executive to carry out specified duties (consistent with the Executives skills, role and experience) or not to perform all or any of the Executives duties; and/or | ||
(c) | require the Executive to resign any directorship or other office of the Company and/or any Group Company which the Executive may hold without claim for compensation for loss of a directorship or other office; and/or | ||
(d) | require the Executive to absent the Executive from any meeting of directors or managers of the Company or any Group Company at which Confidential Information may be disclosed or discussed; |
and the Executive agrees that such action by the Company shall not constitute a breach of this Agreement provided that throughout the period of any such action the Executive continues to receive his salary and contractual benefits (unless and until this Agreement shall be terminated). | ||
22.8 | As a condition to making the payments and providing the benefits stated in clause 21.5, or in clauses 22.5 or 22.6, the Company may require the Executive to execute and deliver a general release in which he (i) releases all claims that he may have in respect of his employment against any Group Company and any of their respective past or present officers, directors or employees other than his rights under clauses 21.5, 22.5 and 22.6 of this Agreement or another agreement into which he and the Company subsequently enter and (ii) covenants that he has not filed and will not file any civil action, suit, arbitration, administrative charge, or legal proceeding against any of the released parties in respect of the released claims. | |
23. | Return of Property | |
23.1 | Immediately on request and in any event upon the termination of the Executives employment with the Company for whatsoever cause, the Executive shall immediately deliver up to the Company or its authorised representative any property of the Company or any other Group Company which may be in the Executives possession, custody or under the Executives control, including, without limitation, laptop, mobile telephone, electronic organiser, wireless devices, minutes, memoranda, correspondence, notes, records, reports, sketches, plans or other documents or writing (which shall include information recorded or stored in writing or on magnetic tape or disk or otherwise recorded or stored for reproduction whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) and any copies thereof, whether or not the property was originally supplied to the Executive by the Company or |
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any other Group Company. |
23.2 | If so requested, the Executive shall provide to the Company a signed statement confirming that the Executive has fully complied with clause 23.1. | |
24. | Disciplinary and Grievance Procedure | |
24.1 | The Executives employment is subject to the disciplinary and grievance rules and procedures of the Company from time to time. The Companys disciplinary and grievance procedures do not form part of the Executives contractual terms and conditions of employment. | |
25. | Data Protection | |
25.1 | The Executive consents to the Company and any other Group Company holding and processing, both electronically and manually, the data it collects in relation to the Executive, in the course of the Executives employment, for the purposes of the Companys administration and management of its employees and its business and for compliance with applicable procedures, laws and regulations and to the transfer, storage and processing by the Company or any other agent of such data outside the United States and any other country in which the Company or any other Group Company has offices. | |
26. | Notices | |
26.1 | Any notice to be given under this Agreement shall be given in writing and may be sent, addressed in the case of the Company to its registered office for the time being and in the case of the Executive to the Executive at the Executives last known place of residence or given personally and any notice given by post shall be deemed to have been served at the expiration of 48 hours after the same was posted. | |
27. | Assignment | |
27.1 | The benefit of each agreement and obligation of the Executive under this Agreement may be assigned to and enforced by all successors or assigns for the time being carrying on the Business and such agreements and obligations shall operate and remain binding notwithstanding the termination of the employment of the Executive. | |
28. | Law and Jurisdiction | |
28.1 | Georgia law | |
This Agreement shall be governed by, and construed in accordance with, the law of the state of Georgia, USA. | ||
28.2 | Jurisdiction | |
The Executive and the Company irrevocably submit to the exclusive jurisdiction of any state or federal court located in Fulton County, Georgia over any Employment Matter (as defined in clause 33.1) that is not otherwise arbitrated or resolved according to clause 33.1. This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Both the Executive and the Company (i) acknowledge that the forum |
17
stated in this clause 28.2 has a reasonable relation to this Agreement and to the relationship between the Executive and the Company and that the submission to the forum will apply even if the forum chooses to apply non-forum law, (ii) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by this clause 28.2 in the forum stated in this clause 28.2, (iii) agree not to commence any such action or proceeding in any forum other than the stated in this clause 28.2 and (iv) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on the Executive and the Company. However, nothing in this Agreement precludes the Executive or the Company from bringing any action or proceeding in any court for the purpose of enforcing the provisions of clause 33.1 and this clause 28.2. | ||
29. | Prior Agreements and other employment-related conditions | |
29.1 | This Agreement shall be in substitution for any subsisting offer letter, agreement, service agreement or contract of employment (oral or otherwise) made between the Company and the Executive or between any other Group Company and the Executive and where any inconsistency exists between this Agreement and any other document, the terms of this Agreement shall prevail. | |
29.2 | The Executives employment is subject to the Companys non-contractual rules, policies and procedures which apply for the Executives location. If there is any conflict between the non-contractual rules, policies and procedures from time to time and the Executives contractual terms and conditions, the contractual terms and conditions shall prevail. | |
29.3 | The Executive warrants and agrees that the Executive is not entering into this Agreement in reliance on any representation not expressly set out in this Agreement. | |
30. | Collective Agreements | |
30.1 | There are no collective agreements currently in force which affect directly or indirectly the terms and conditions of the Executives employment. | |
31. | Severability | |
31.1 | If any provision of this Agreement or of a clause hereof, or of any part of Schedule 1 is determined to be illegal or unenforceable by any court of law or any competent governmental or other authority, but would be valid if part of their wording were deleted, such clause shall be severable and enforceable and will apply with such deletion as may be necessary to make it valid or effective. The parties shall negotiate in good faith to replace any such illegal or unenforceable provisions with suitable substitute provisions which will maintain as far as possible the purposes and the effect of this Agreement. | |
32. | Interpretation | |
32.1 | In this Agreement: | |
Affiliate means, in respect of any company, a company which is its subsidiary, subsidiary undertaking or holding company, or a company which is a subsidiary or subsidiary undertaking of that holding company. |
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the Board means the Board of Directors of IHG or the Directors present at a duly convened meeting of the Directors at which a quorum is present and acting throughout or a duly authorised committee of the Board. | ||
the Business means (taken together) the business of IHG and the business of any other Group Company with which the Executive is required by the Board under clause 2 to be concerned. | ||
Confidential Information means confidential information (which may include commercially sensitive information) relating to the business of the Company or any Group Company or any of their respective customers or their affairs and which includes but is not limited to Trade Secrets, ideas, inventions, business methods, business practices and processes, finances, prices, costs, financial marketing/development/ manpower plans, strategy documents or intentions, products/product specifications, confidential emails/letters/memos, marketing and promotion of products, packages or offers, names and addresses and other details of suppliers, customers, agents of the Company or any Group Company, computer systems and software, information relating to employees, know-how or other matters connected with the products or services manufactured, marketed, provided or obtained by the Company or any Group Company or their respective customers. | ||
Employment means the employment governed by this agreement; | ||
Group means the Company and any Affiliate of the Company and Group Company shall be construed accordingly. | ||
IHG means InterContinental Hotels Group PLC. | ||
month means a calendar month. | ||
Trade Secrets means trade secrets, and information of such a highly confidential nature as to require the same treatment as trade secrets, of IHG or any Group Company or any supplier, customer, or agent of the Company or any Group Company. | ||
32.2 | In this Agreement, where the context admits: |
(a) | words and phrases the definitions of which are contained or referred to in the UK Companies Act 2006 shall be construed as having the meanings so attributed to them; | ||
(b) | references to any statute or statutory provisions include a reference to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision; | ||
(c) | references to a person include any individual, company, body corporate, corporation sole or aggregate, government, state or agency of a state, firm, partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) and a reference to any of them shall include a reference to the others; | ||
(d) | any reference to writing shall include typewriting, printing, lithography, photography, telex, facsimile and the printed out version of a communication by |
19
electronic mail and other modes of representing or reproducing words in a legible form; | |||
(e) | words denoting the singular shall include the plural and vice versa; | ||
(f) | the employment of the Executive are references to the employment by the Company whether or not during the continuance of this Agreement; and | ||
(g) | the masculine gender shall be deemed to include the feminine gender. |
32.3 | Headings are inserted for convenience only and shall not affect the construction of this Agreement. | |
32.4 | To the extent any reimbursements or in-kind benefits due to the Executive under this Agreement constitute deferred compensation under section 409A of the Internal Revenue Code of 1986, as amended, any such reimbursements or in-kind benefits are intended to be paid to the Executive in a manner consistent with Treas.Reg. section 1.409A-3(i)(1)(iv). Further, if any payment made as a direct result of this Agreement is deemed to constitute deferred compensation under section 409A and is payable upon separation from service (as defined in section 409A), it is intended that such payment(s) will be delayed for six (6) months if the Executive is a specified employee (as defined in section 409A) at the time of separation from service. The payment of salary in lieu of notice under clause 22 of this Agreement, or during any Garden Leave Period under clause 21 of this Agreement, is intended to be made within the short-term deferral period exemption under section 409A. Any payments that result from any plan or arrangement that is separately subject to the terms of section 409A will be made in accordance with the applicable terms of such plan or arrangement, except to the extent explicitly modified by this Agreement. | |
33. | Disputes | |
33.1 | Mandatory Arbitration. Subject to the provisions of this clause 33, any controversy or claim between the Executive and the Company arising out of or relating to or concerning this Agreement (including the covenants contained in Schedule 1) or any aspect of his employment with the Company or the termination of that employment (together, an Employment Matter) will be finally settled by arbitration in Fulton County, Georgia administered by the American Arbitration Association (the AAA) under its Employment Arbitration Rules then in effect. However, the AAAs Employment Arbitration Rules will be modified in the following ways: (i) the award must not be a compromise but must be the adoption of the submission by one of the parties, (ii) each arbitrator will agree to treat as confidential evidence and other information presented to them to the same extent as the information is required to be kept confidential under clause 17, (iii) there will be no authority to award punitive damages (and the Executive and the Company agree not to request any such award), (iv) the optional Rules for Emergency Measures of Protections will apply, (v) there will be no authority to amend or modify the terms of this Agreement except as provided in clause 34.2 (and the Executive and the Company agree not to request any such amendment or modification), (vi) an award must be rendered within ten business days of the parties closing statements or submission of post-hearing briefs and (vii) the arbitration will be conducted before a panel of three arbitrators, one selected by the Executive within 10 days of the commencement of the notice of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 30 days of the |
20
commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association; provided that the arbitrator shall be a partner or former partner at a nationally recognized law firm who is experienced in employment matters). | ||
33.2 | Injunctions and Enforcement of Arbitration Awards. The Executive or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in Fulton County, Georgia to enforce any arbitration award under clause 33.1. Also, the Company may bring such an action or proceeding, in addition to its rights under clause 17 and Schedule 1 and whether or not an arbitration proceeding has been or is ever initiated, to temporarily, preliminarily or permanently enforce any part of clause 17 or Schedule 1. The Executive agrees that (i) violating any part of clause 17 or Schedule 1 would cause damage to the Group that cannot be measured or repaired, (ii) the Company therefore is entitled to an injunction, restraining order or other equitable relief restraining any actual or threatened violation of clause 17 or Schedule 1, (iii) no bond will need to be posted for the Company to receive such an injunction, order or other relief and (iv) no proof will be required that monetary damages for violations of clause 17 or Schedule 1 would be difficult to calculate and that remedies at law would be inadequate. | |
33.3 | Waiver of Jury Trial. To the extent permitted by law, the Executive and the Company waive any and all rights to a jury trial with respect to any Employment Matter. | |
34 | Miscellaneous | |
34.1 | This Agreement will be binding on, inure to the benefit of and be enforceable by the parties and their respective heirs, personal representatives, successors and assigns. This Agreement does not confer any rights, remedies, obligations or liabilities to any entity or person other than the parties hereto and their permitted successors and assigns. | |
34.2 | The Company may withhold from any amounts payable under this Agreement any applicable withholding in respect of federal, state, local or Non-US taxes. | |
34.3 | This Agreement may only be modified by the written agreement of the parties. |
SIGNED by
|
) | |||
for and on behalf of
|
) | |||
the Company
|
) | |||
Signature: |
||||
Name: Kate Stillman |
||||
Address: Three Ravinia Drive, Suite 2100, Atlanta, GA 30346 | ||||
Occupation: SVP, Americas Human Resources | ||||
SIGNED
|
) | |||
and DELIVERED
|
) | |||
by the Executive |
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Signature: | ||||
Name: James Abrahamson | ||||
Address: |
||||
Occupation: President, The Americas |
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1. | 1.1 In this Schedule 1 the expressions below have the meaning ascribed to them respectively below: | |
Competing Enterprise shall mean (a) any person, corporation, partnership, venture or other entity (entity) which engages either (i) in the business of managing, franchising, running, leasing, owning or joint venturing at least 50 hotels, or (ii) in the business of any online booking agency in respect of hotel rooms (hotel booking) and in the case of (i) and (ii) the entitys shares are publicly traded and such entity has a market capitalisation of not less than one billion pounds sterling (for these purposes market capitalisation shall be the aggregate market value of the ordinary shares of the entity) and (b) any Competitor; | ||
Competitor shall mean any of the following companies and/or any of their holding companies or subsidiaries from time to time: |
(i) | Accor SA | ||
(ii) | Blackstone (doing business as Hilton Hotels) | ||
(iii) | Starwood Hotels & Resorts Worldwide, Inc. | ||
(iv) | Marriott International, Inc. | ||
(v) | Global Hyatt Corporation | ||
(vi) | Choice Hotels International, Inc. | ||
(vii) | Four Seasons Holdings, Inc. |
Garden Leave Period has the meaning given in Clause 21 of the Agreement above; | ||
Key Person shall mean any person who was a band 4 level or above employee of the Company or any other Group Company (including for this purpose any General Manager of any hotel owned or managed by the Company or any other Group Company) and with whom the Executive had material contact or dealings in performing the duties of the Employment at any time during the period of 12 months ending on the Termination Date; | ||
Prohibited Area shall mean North America | ||
Relevant Period shall mean the period of six months beginning with the Termination Date but reduced by one day for each day of a Garden Leave Period; | ||
Restricted Activities shall mean executive, managerial, directorial, administrative, strategic, business development or supervisory responsibilities and activities relating to any or all aspects of hotel ownership, hotel management, hotel franchising, hotel running, hotel leasing, hotel joint-venturing or hotel booking (as defined above); | ||
Termination Date shall mean the date on which the Employment terminates. | ||
1.2 The Executive agrees that during the Relevant Period the Executive will not without the prior written consent of the Company: |
(i) | become associated with or engage in any Restricted Activities within the Prohibited Area in respect of any Competing Enterprise, whether as officer, director, employee, principal, partner, agent, executive, independent contractor or shareholder (other than as a holder of not in excess of 5% of the outstanding voting shares of any publicly traded company) in |
23
competition with any business of the Company or any other Group Company being carried on by the Company or any other Group Company at the Termination Date but excluding (a) any association or engagement which solely relates to Restricted Activities which the Executive had not been involved in to a material extent in the course of the Employment at any time during the period of 12 months ending on the Termination Date, or (b) the Executives employment by a unit of a Competing Enterprise which unit is not itself engaged in hotel ownership, hotel management, hotel franchising, hotel running, hotel leasing, hotel joint-venturing or hotel booking (as defined above), so long as the Executives duties and responsibilities with respect to such employment are limited to the business of such unit, or (c) the Executives employment by an entity which includes a Competing Enterprise where such Competing Enterprise produces revenues that account for less than 5% of the gross revenues of the entity and performing services for such Competing Enterprise is not a material part of the Executives responsibilities; and | |||
(ii) | either on his own behalf or for or with any other person, whether directly or indirectly, solicit or induce or attempt to solicit or induce any Key Person to leave the employ of the Company or any other Group Company whether or not such person would commit any breach of his contract of employment by leaving the service of the Company or any other Group Company; and | ||
(iii) | either on his own behalf or for or with any other person, whether directly or indirectly, interfere with or try to terminate or reduce the level of supplies (whether of products and/or services) by a supplier to the Company or any other Group Company within the Prohibited Area provided the Executive was concerned or involved to a material extent with the supply of products or services by that supplier to the Company or a Group Company in the course of the Employment at any time during the 12 months period ending on the Termination Date. |
1.3 The Executive agrees that each of the paragraphs contained in sub-clause 1.2 of this Schedule 1 constitute an entirely separate and independent covenant on the Executives part and the validity of one paragraph shall not be affected by the validity or unenforceability of another. | ||
1.4 The Executive agrees that the Executive will at the request and cost of the Company enter into a direct agreement or undertaking with any Group Company whereby the Executive will accept restrictions and provisions corresponding to the restrictions and provisions contained in sub-clauses 1.2 of this Schedule 1 (or such of them as may be reasonable and appropriate in the circumstances) in relation to such activities and such areas and for such a period as such company may reasonably require for the protection of its legitimate interests but provided that the duration of such restrictions and provisions are no greater than the Relevant Period. | ||
1.5 The Executive agrees that having regard to the facts and matters set out above the restrictive covenants contained in this Schedule 1 are necessary for the protection of the business and confidential information of the Company and other Group Companies. | ||
1.6 The Executive and the Company agree that while the restrictions imposed in this Schedule 1 are considered necessary for the protection of the Company and other Group Companies it is agreed that if any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of the Companys or any Group Companys legitimate interest but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in a particular manner then the said restrictions shall apply with such deletions, restrictions or limitations as the case may be. |
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1.8 Any termination of the Employment or of this Agreement (or breach of this Agreement by the Executive or the Company) shall have no effect on the continuing operation of this Schedule 1. | ||
1.9 The parties hereto acknowledge that the potential restrictions on the Executives future employment imposed by this Schedule 1 are reasonable in both duration and geographic scope and in all other respects. | ||
1.10 The parties agree that this Agreement would not have been entered into and the benefits described in the Agreement would not have been promised in the absence of the Executives promises under this Schedule 1. |
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InterContinental Hotels Group PLC |
Telephone +44 (0) 1895 512 443 | |
Broadwater Park |
Facsimile +44 (0) 1895 512 054 | |
Denham UB9 5HR |
www.ihgplc.com |
|
United Kingdom |
Position Title:
|
President, Europe Middle East and Africa Region | |
Reports To:
|
Andrew Cosslett | |
Chief Executive | ||
Employer:
|
Six Continents Hotels, Inc. seconded to Six Continents Ltd. | |
Job Band:
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Band 1 | |
Effective Date:
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1 August 2010 | |
Notice:
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From the Employee: 6 months | |
From the Company: 12 months | ||
Work Location:
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Denham, England | |
Annual Base Salary:
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USD $715,000 per annum. Your next salary review will be in accordance with the Companys annual salary review cycle. |
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/s/ Kirk Kinsell |
16 July 2010 | |||
Kirk Kinsell | Date |
cc: | Georg Turner Tracy Robbins Lori Gaytan |
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Assignment status:
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Your appointment is on the basis of an expatriate assignment with your home considered to be in Atlanta, Georgia, USA | |
Housing:
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Through December 2012, you will receive a net housing allowance of up to £8,000 per month towards the provision of a home in the Denham area. Actual amounts paid will not exceed the actual rental agreement. At the time of any lease renewal this amount may be increased or decreased based on our third party provided housing tables. | |
Cost of Living Allowance:
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Through December 2012, you will be eligible to receive a net Cost of Living Allowance based on the difference in cost between Atlanta, GA and London, England. This current amount is GBP £26,095 per annum, however this may be increased or decreased on 1 January each year based on the updates to our third party expatriate tables. | |
Transport Allowance:
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You will continue to eligible for a company car or cash allowance in lieu of car applicable to your band while on assignment in the UK. | |
Home Leave:
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Through December 2012, you and your accompanying spouse will each be entitled to three business class return air tickets from the UK to the US each year. | |
Retirement Plan:
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You will continue to participate in the US 401(k) and Deferred Compensation Plan. | |
Private Healthcare:
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You will continue to participate in the Companys International Healthcare Plan (PPP Healthcare) which provides coverage for medical, dental and optical treatment for you and your eligible dependents. | |
Life Cover:
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Your Life Insurance benefit will be equivalent to 4x your annual base salary. | |
Taxation:
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From the effective date of your promotion, you will no longer be eligible for tax equalisation relating to base salary and any short or long term incentive income (including any dividends or dividend equivalents paid on any IHG shares) generated through your employment with IHG; however the companys tax advisors will continue to assist in preparing your US and UK tax returns while you are on assignment outside the United States. |
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1. |
Appointment | 4 | ||||
2. |
Duties and Powers | 5 | ||||
3. |
Mobility | 5 | ||||
4. |
Remuneration | 6 | ||||
5. |
Short Term Incentive Schemes | 6 | ||||
6. |
Long Term Incentive and Share Plans | 6 | ||||
7. |
Expenses and Gratuities | 7 | ||||
8. |
Professional Memberships | 7 | ||||
9. |
Vacation | 7 | ||||
10. |
Sickness and Incapacity | 8 | ||||
11. |
Notification of Absence | 9 | ||||
12. |
Retirement Benefits | 9 | ||||
13. |
Health and Welfare Benefits | 9 | ||||
14. |
Location / Assignment Specific Benefits | 9 | ||||
15. |
Exclusive Service | 9 | ||||
16. |
Intellectual Property | 10 | ||||
17. |
Confidentiality | 12 | ||||
18. |
Restrictive Covenants | 12 | ||||
19. |
Notification of Restrictions | 13 | ||||
20. |
Directorships | 13 | ||||
21. |
Garden Leave | 14 | ||||
22. |
Termination | 16 | ||||
23. |
Return of Property | 18 | ||||
24. |
Disciplinary and Grievance Procedure | 18 | ||||
25. |
Data Protection | 18 | ||||
26. |
Notices | 18 | ||||
27. |
Assignment | 19 |
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28. |
Law and Jurisdiction | 19 | ||||
29. |
Prior Agreements and other employment-related conditions | 19 | ||||
30. |
Collective Agreements | 20 | ||||
31. |
Severability | 20 | ||||
32. |
Interpretation | 20 | ||||
33. |
Disputes | 22 | ||||
34. |
Miscellaneous | 23 | ||||
SCHEDULE 1 | 25 |
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(1) | Six Continents Hotels, Inc. (the Company), a Delaware corporation and a company in the InterContinental Hotels Group, with its principal offices at Three Ravinia Drive, Suite 100 Atlanta, GA 30346; and | |
(2) | S. Kirk Kinsell (the Executive), of [address] |
1. | Appointment | |
1.1 | The Company employs the Executive and the Executive agrees to serve the Company and any other Group Company or Group Companies as required by the Board or any person authorised by the Board for that purpose, in the capacity of President Europe, Middle East and Africa or in such other capacity as the Board may, from time to time, determine. The Executives reward band is 1. | |
1.2 | This Agreement commences on August 1, 2010 and shall continue (subject to termination as provided for below) unless and until terminated by either party giving to the other not less than the following notice period in writing, expiring at any time: |
a) | notice period from the Company to the Executive : 52 weeks; | ||
b) | notice period from the Executive to the Company : 26 weeks. |
1.3 | The Executives period of continuous employment with the Group commenced on the First day of October 2002. | |
1.4 | The Executive warrants that |
1.4.1 | the Executive is not prevented from performing the Executives duties in accordance with the terms of this agreement by any obligation or duty owed to any other party, whether contractual or otherwise; and | ||
1.4.2 | the Executive has all necessary licences, permissions, consents, approvals, qualifications and memberships required for the Executive to perform the Executives duties under this agreement and is not and has not been subject to any prohibition, censure, criticism or disciplinary sanction by any professional, regulatory or other body or authority which would prevent the Executive from performing any duties under this agreement or undermine the confidence of the Board in the Employment by the Company. |
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1.5 | Employment is conditional upon the following conditions, if required by the Company: |
(a) | the Executive undergoing a medical examination with a medical practitioner nominated by the Company, the results of which are satisfactory to the Company; | ||
(b) | the Executive providing to the Company copies or other verification of academic, professional or other business qualifications notified to the Company: and | ||
(c) | the Executive providing acceptable proof of identity and authorization to work in the United States and properly completing Form I-9 (Employment Eligibility Verification) as required under U.S. immigration regulations. |
2. | Duties and Powers | |
2.1 | The Executive shall exercise such powers, perform such duties (if any) and comply with such directions in relation to the business of the Company or any other Group Company as the Board or any person authorised by the Board for the purpose may, from time to time, confer upon or assign or give to him. | |
2.2 | The Executive shall, during the continuance of this Agreement (unless prevented by ill health or accident or as otherwise agreed by the Board in writing), devote the whole of the Executives working time and attention and abilities to the Business and shall use the Executives reasonable endeavours to promote and protect the general interests and welfare of the Company, the Group and any other Group Company to which the Executive may from time to time render the Executives services under this Agreement. | |
2.3 | The Executive shall at all times promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may require in connection with the Business and the Executives employment under this Agreement. | |
2.4 | The Executive shall work normal business hours, which are 35 hours per week, and such additional hours as may be necessary in the performance of the Executives duties and powers under this Agreement. The nature of the Executives job is such that the Executive is largely able to prioritise tasks, determine the time and effort the Executive devotes to those tasks and when the Executive does them. No overtime will be paid with respect to any hours by the executive outside normal business hours. | |
2.5 | The Executive will promptly disclose to the Board full details of any wrongdoing by any employee or officer of any Group Company (including the Executive) where that wrongdoing is material to that employees employment by the relevant company or to the interests or reputation of any Group Company. | |
3. | Mobility | |
3.1 | The Executives principal place of work is Broadwater Park, Denham, Buckinghamshire. UB9 5HR United Kingdom. The Executives principal place of work may be changed to such place or places as the Company shall reasonably require. | |
3.2 | The Executive may be required to travel both inside and outside the United Kingdom on the business of the Company or any Group Company in the proper performance of the Executives duties from time to time. |
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4. | Remuneration | |
4.1 | The Company shall pay to the Executive a salary at the annual rate of USD $715,000. Such salary shall be payable not less frequently than every month on a date which will be no later than the last day of the month and shall be deemed to accrue from day to day. Such salary shall include any directors fees payable to the Executive. The Company shall be entitled to procure payment of the salary for administrative reasons by another Group Company. | |
4.2 | The salary payable to the Executive pursuant to clause 4.1 shall be subject to review in accordance with the Companys practice from time to time but there shall be no obligation on the Company to increase such salary. | |
4.3 | The Company shall be entitled at any time to deduct from the Executives remuneration (which includes salary, salary supplement, any bonus, vacation or other pay) any sums owing to it or to any other Group Company (including but not limited to any advance of a cash float to cover business expenses, any advance of pay, vacation pay relating to vacation taken in excess of entitlement) by the Executive to which deduction the Executive expressly hereby consents. | |
5. | Short Term Incentive Schemes | |
The Executive may be invited to participate in the Companys or any Group Company (as appropriate) discretionary incentive plan or plans applicable from time to time for employees in the Executives reward band, subject to the rules of the relevant plan(s) from time to time. Details of the current applicable plan(s) may be provided to the Executive. Awards are determined solely at the Companys discretion, to which the Executive hereby agrees. The Company reserves the right, in its absolute discretion, to vary the terms and/or any targets and/or level of bonus opportunity and/or bonus payable, under any incentive plan from time to time in operation or to suspend (for a fixed or indefinite period) or withdraw any such plan without providing any replacement. The Executive acknowledges that during the course of the Employment and on its termination the Executive has no right to receive a bonus and that the Company is under no obligation to operate a bonus plan and that the Executive will not acquire such a right, nor shall the Company come under such an obligation, merely by virtue of the Executives having received one or more bonus payment(s) or the Company having operated one or more bonus plans during the course of the Employment. Any bonus paid is not pensionable and is subject to deductions for tax and social security contributions, or any other deductions which may be required by law. | ||
6. | Long Term Incentive and Share Plans | |
The Executive may be invited to participate in such share option or other share ownership plans as the Company or the Group may operate from time to time and which are applicable to employees in the Executives reward band, subject to the rules of the relevant plan(s) from time to time. Details of any current applicable plan(s) may be |
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provided to the Executive. The Company reserves the right, in its absolute discretion, to vary the terms of any such plan or to suspend (for a fixed or indefinite period) or withdraw any such plan without providing any replacement. The Executive acknowledges that during the course of the Employment and on its termination the Executive has no right to receive an award of shares or grant of share options and that the Company is under no obligation to operate such plans and that the Executive will not acquire such a right, nor shall the Company come under such an obligation, merely by virtue of the Executives having received one or more award of shares or grant of share options or the Company having operated one or more such plans during the course of the Employment. Any payment made under this clause is not pensionable and is subject to deductions for tax and social security contributions, or any other deductions which may be required by law. | ||
7. | Expenses and Gratuities | |
7.1 | In accordance with Company policy the Company shall pay or refund to the Executive all reasonable travelling, entertainment and other similar out of pocket expenses necessarily and wholly incurred by the Executive in the proper performance of the Executives duties subject to production by the Executive of such evidence of such expenses as the Company may require. If the Executive is provided with a company credit card or charge card, the Executive shall use it only for such expenses as the Executive is entitled under this sub-clause to have reimbursed by the Company. | |
7.2 | The Executive shall at all times comply with the Groups policies in force from time to time regarding acceptance of gifts, gratuities and/or benefits. | |
8. | Professional Memberships | |
8.1 | In accordance with and subject to Company policy, and upon prior approval, the Company shall pay for up to two memberships with recognised professional bodies where membership of such professional body is directly related to and required in relation to the Executives job from time to time or the Executives normal professional skill. | |
8.2 | Where required, whether by the Company, law, any regulatory organisation or otherwise the Executive should at all times during the Executives employment with the Company maintain the Executives membership of such professional, trade or other bodies necessary for the proper performance of the Executives duties. | |
9. | Vacation | |
9.1 | The Companys vacation year is 1 January to 31 December (the Vacation Year). | |
9.2 | In addition to public holidays, the Executive shall be entitled to paid vacation in each Vacation Year in accordance with the stated policy for the Executives reward band in the principal place of work, to be taken at times to be agreed with the Company in advance. Subject to clause 9.3, no payment will be made for vacation days not taken in the Vacation Year in which they arise although the Executive may carry forward any unused vacation days from one Vacation Year to the next, subject to a maximum of 5 days to be carried |
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forward into the following Vacation Year. | ||
9.3 | Upon termination of this Agreement the Executive shall be entitled to payment in lieu of any untaken outstanding vacation entitlement in the Vacation Year during which the Executives employment terminates, which entitlement shall accrue on a pro-rata monthly basis. | |
9.4 | Upon termination of the Executives employment under this Agreement, the Company shall be entitled to deduct from any sum owed by the Company to the Executive a sum representing overpayment of salary with respect to the number of vacation days which the Executive has taken in excess of the Executives accrued vacation entitlement calculated on a pro-rata monthly basis as at the date of the termination of the Executives employment and the Executive hereby authorises the Company to make such deduction. | |
9.5 | The Company shall be entitled to require the Executive to take all or any part of any accrued untaken vacation entitlement during the period of notice to terminate the Executives employment (including, for the avoidance of doubt, during any period of garden leave pursuant to clause 21). | |
10. | Sickness and Incapacity | |
10.1 | When the Executive is absent from work and unable to perform the Executives duties under this Agreement satisfactorily by reason of any injury, illness or other reason satisfactory to the Company and subject to compliance with clause 11, the Executive shall be entitled to receive the Executives full salary and other contractual benefits only for up to the first 26 weeks of any such absence. | |
10.2 | Any salary payable pursuant to this clause shall be inclusive of the amount of any benefit or statutory sick pay to which the Executive may be entitled during the period of such inability under any local law for the time being in force. | |
10.3 | The Executive shall submit to a medical examination by a doctor appointed by the Company at the request of the Chief Executive, at the expense of the Company, at any time during the continuance of this Agreement, whether or not the Executive is absent by reason of sickness, injury or other incapacity. The Executive consents to the Company obtaining a copy of the Executives medical records from the Executives medical practitioner in circumstances where the Company deems such a step to be required. The Executive further agrees that the Executive shall authorise the medical practitioner and the Company to discuss further any matters arising from such medical report, diagnosis or prognosis to the extent relevant to the Executives employment or the performance of the Executives duties. | |
10.4 | If the Executive is absent from work by reason of injuries sustained wholly or partly as a result of actionable negligence, nuisance or breach of any statutory duty on the part of any third party other than the Company or any Group Company, the Executive shall promptly inform the Executives line manager of that fact and the Company in its discretion may require the Executive to take all reasonable steps to recover from such third party or its insurers compensation including repayment of all sums paid to the Executive by the Company under this clause in respect of such absence (which shall be deemed to be paid by way of interest free loan by the Company, subject to any limit imposed under relevant legislation). Any such sums (which are paid to the Executive by the Company on that basis) shall in turn be repaid by the Executive when and to the extent that the Executive |
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recovers compensation for loss of earnings from that third party or its insurers by legal action or otherwise less any reasonable costs incurred in recovering any such compensation. | ||
11. | Notification of Absence | |
11.1 | If the Executive is unable to come to work for any reason and the Executives absence has not previously been authorised by the Company, the Executive must notify the Company as soon as practicable and in accordance with the stated policy for the Executives reward band in the principal place of work. | |
12. | Retirement Benefits | |
12.1 | The Company operates various pension plans. The Executive may be eligible to participate in the Companys 401k plan and deferred compensation plan, as determined by the Executives start date with the Company and the Executives reward band (the Plans), at the applicable level and subject to the terms of the rules governing the Plans from time to time, including, without limitation, any powers to amend or terminate the Plans. The Executives participation in the Plans shall be in substitution for and shall operate to the exclusion of, any agreement or representation, whether written or oral, in relation to pension entitlement made with or to the Executive by any person on behalf of the Company or any Group Company at any time. | |
13. | Health and Welfare Benefits | |
13.1 | The Executive, the Executives spouse and any dependent unmarried children under age 21 (or 25 if in full time education) or such older age as required by applicable law as the case may be will to the extent eligible (as determined by the Executives reward band and any applicable plan rules) participate in and receive benefits under the healthcare plan and life insurance plan made available by the Company (and any other plans which the Company may provide from time to time) subject to the rules or insurance policies constituting such plans from time to time. | |
13.2 | A copy of the relevant healthcare and life insurance plans shall be provided to the Executive and the Executive is required to comply with their rules from time to time. The Company reserves the right, in its absolute discretion, to vary the plans or to suspend (for a fixed or indefinite period) or withdraw the plans without providing any replacement. | |
14. | Location / Assignment Specific Benefits | |
14.1 | In the event that any special terms apply to the Executive, these are as set out in the Executives offer letter. | |
15. | Exclusive Service | |
15.1 | The Executive will devote the whole of the Executives working time, attention and skill to |
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the Employment. | ||
15.2 | At the request of the Company, the Executive will disclose promptly in writing to the Company all the Executives interests (for example, shareholdings or directorships) in any business whether or not of a commercial or business nature except the Executives interests in any Group Company. | |
15.3 | Without prejudice to clause 15.1 above, and subject to clause 15.4 below, during the Employment the Executive will not be directly or indirectly engaged or concerned in the conduct of any activity which is similar to or competes with any activity carried on by any Group Company (except as a representative of the Company or with the written consent of the Board) nor make preparations to be engaged or interested either directly or indirectly in any business or occupation (including any charitable work) other than the business of the Company or its Group Companies. | |
15.4 | The Executive may not without written consent of the Board hold or be interested in investments which amount to more than five percent of the issued investments of any class of any one company whether or not those investments are listed or quoted on any recognised Stock Exchange or dealt in on the Alternative Investments Market. | |
16. | Intellectual Property | |
16.1 | The Executive acknowledges that: |
(i) | the Executive may make Inventions in the course of the Employment, whether in the Executives normal or other specifically assigned duties; and | ||
(ii) | the Executive has a special obligation to further the interests of the Group as a whole and of each Group Company. |
16.2 | If the Executive makes or is involved in making an Invention during the Employment, the Executive will promptly inform the Company. The Executive will give the Company sufficient details of any Invention to allow the Company to assess the Invention and to decide whether the Invention belongs to the Company. The Company will treat any Invention which is notified to it under this clause 16, but which does not belong to the Company, as confidential. | |
16.3 | If an invention belongs to the Company, the Executive will act as a trustee for the Company in relation to that Invention and will, at the request and expense of the Company do everything necessary to: |
(i) | vest all right, title and interest in the Invention in the Company or its nominee with full title guarantee | ||
(ii) | secure full patent or other appropriate protection for the Invention anywhere in the world; and | ||
(iii) | defend the Companys or its nominees rights in the Invention and assist with enforcement anywhere in the world |
16.4 | If the Executive creates or is involved in creating any Work during the Employment, the Executive will promptly give the Company full details of it. |
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16.5 | The Executive will, at the request and expense of the Company, do everything necessary to: |
(i) | assign to the Company to the extent allowed by law, or will assign all the Executives right, title and interest in any current or future Work (whether now existing or brought into being in the future); | ||
(ii) | act as a trustee for the Company in relation to all such Works; and |
(a) | vest all right, title and interest in any Work in the Company or its nominee | ||
(b) | secure full registered or unregistered protection for any Work anywhere in the world; and | ||
(c) | defend the Companys or its nominees rights in any Work and assist with enforcement anywhere in the world |
16.6 | If the Executive generates any Information or is involved in generating any Information during the Employment the Executive will promptly give to the Company full details of it and the Executive acknowledges that such Information belongs to the Company. | |
16.7 | If the Executive becomes aware of any infringement or suspected infringement of any intellectual property right in any Invention, Work or Information the Executive will promptly notify the Company in writing. | |
16.8 | The Executive will not copy, disclose or make use of any Invention, Work or Information without the Companys prior written consent except to comply with this clause 16 or as necessary for the proper performance of the Executives duties. | |
16.9 | So far as permitted by law the Executive irrevocably waives any rights the Executive may have under Chapter IV (Moral Rights) of Part 1 of the Copyright, Designs and Patents Act 1988 and any foreign corresponding rights in respect of all Works. | |
16.10 | Rights and obligations under this clause 16 will continue after the termination of this agreement in respect of all Inventions, Works and Information made or obtained during the Employment and will be binding on the personal representatives of the Executive. | |
16.11 | The Executive agrees that the Executive will not by the Executives acts or omissions do anything which would or might prejudice the rights of any Group Company under this clause 16. | |
16.12 | Except as necessary or desirable in the performance of the Executives duties, the Executive will not make copies of any computer files belonging to any Group Company or their service providers and will not introduce any of the Executives own computer files into any computer used by any Group Company. | |
16.13 | By entering into this agreement the Executive irrevocably appoints the Company to act on the Executives behalf to execute any document and do anything in the Executives name for the purpose of giving the Company (or its nominee) the full benefit of the provision of this clause 16 or the Companys entitlement under statute. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this clause 16.13, a certificate in writing (signed by any director or the |
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secretary of the Company) will be sufficient to prove that the act or thing falls within that authority. | ||
17. | Confidentiality | |
17.1 | As Confidential Information will from time to time become known to the Executive, the Company considers and the Executive acknowledges that the following restraints are necessary for the reasonable protection by the Company of its business or the business of the Group, the customers and trade connections thereof or their respective affairs. | |
17.2 | The Executive shall not at any time, either during the continuance of or after the termination of the Executives employment with the Company, use, disclose or communicate to any person whatsoever any Confidential Information or any Trade Secrets of which the Executive has or may have become possessed during the Executives employment with the Company or supply the names or addresses of any clients, customers, suppliers or agents of the Company or any Group Company to any person except in the proper course of the Business or as authorised in writing by the Board or as ordered by a Court of competent jurisdiction or as required to be disclosed by any law, regulation, governmental or other official body. | |
17.3 | The Executive shall not at any time either during the continuance of or after the termination of the Executives employment with the Company make, other than for the benefit of the Company or any Group Company, any notes or memoranda relating to any matter within the scope of the Business or concerning any of the dealings or affairs of the Company or any Group Company. | |
17.4 | The Executive shall use the Executives best endeavours during the continuance of the Employment to prevent the publication, disclosure or misuse of any Confidential Information and shall not remove, nor authorise others to remove, from the premises of the Company or of any Group Company any Confidential Information except to the extent strictly necessary for the proper performance of the Executives or the other persons duties to the Company or any Group Company. | |
17.5 | The Executive shall promptly disclose to the Company full details of any knowledge or suspicion the Executive has (whether during or after the Employment) of any actual, threatened or pending publication, disclosure or misuse by any person (including the Executive) of any Confidential Information and shall provide all reasonable assistance and co-operation (at the Companys expense) as the Company may request in connection with any action or proceedings it may take or contemplate in respect of any such publication, disclosure or misuse. | |
17.6 | This clause 17 is without prejudice to the Executives equitable duty of confidence. | |
17.7 | Nothing in this Agreement shall preclude the Executive from raising any concerns which should be made in accordance with the Companys Disclosure Procedure. | |
18. | Restrictive Covenants |
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18.1 | The provisions of Schedule 1 shall take effect as though part of this Agreement. | |
19. | Notification of Restrictions | |
19.1 | The Executive agrees that, in the event of the Executive receiving from any person an offer of employment (whether oral or in writing and whether accepted or not) either during the continuance of this Agreement or during the continuance in force of all or any of the restrictions set out in clause 17 and Schedule 1 of this Agreement, without prejudice to the Executives obligations in relation to confidentiality, the Executive will provide to the person making the offer details of the substance of the restrictions contained in clause 17 and Schedule 1. | |
20. | Directorships | |
20.1 | The Executive shall accept appointment as a director of the Company and of any such Group Company or other company as the Company may reasonably require in connection with the Executives appointment under this Agreement and the Executive shall resign without claim for compensation from office as a director of any such company at any time on request by the Company, which resignation shall not affect the continuance in any way of this Agreement. The Executive shall immediately account to the Company for any directors fees or other emoluments, remuneration or payments either receivable or received by the Executive by virtue of the Executives holding office as such director (or waive any right to the same if so required by the Company). | |
20.2 | Upon the termination of the Executives employment with the Company however arising and for whatsoever reason the Executive shall, upon the request of the Board, resign without claim for compensation (but without prejudice to any claim the Executive may have for damages for breach of this Agreement) from: |
(a) | office as a director of the Company or of any Group Company or of any other company in which the Executive holds a directorship at the Companys request; and | ||
(b) | from all offices held by the Executive in any or all of such companies; and | ||
(c) | all trusteeships held by the Executive of any pension plan or other trusts established by the Company, any Group Company or any other company with whom the Executive has had dealings as a consequence of the Executives employment by the Company. |
20.3 | Should the Executive fail to resign from office as a director or from any other office or trusteeship in accordance with clauses 20.1 or 20.2, either during the Executives employment, when so requested by the Company, or on its termination, the Company is hereby irrevocably authorised to appoint a person in the Executives name and on the Executives behalf to execute any documents and to do all things required to give effect to the resignation. | |
20.4 | Save with the prior agreement in writing of the Company, the Executive shall not, during |
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the continuance of this Agreement, resign from any office as a director of the Company, any Group Company or of any other company in which the Executive holds a directorship at the Companys request or do anything that would cause the Executive to be disqualified from continuing to act as a director. |
21. | Garden Leave | |
21.1 | Neither the Company nor any Group Company is under any obligation to provide the Executive with any work. At any time after notice to terminate the Employment is given by either party, or if the Executive resigns without giving due notice and the Company does not accept the Executives resignation, the Company may, at its absolute discretion, require the Executive to take a period of absence called garden leave (the Garden Leave Period). The provisions of this clause shall apply to any Garden Leave Period. | |
21.2 | The Company may require that the Executive will not, without prior written consent of the Board, be employed or otherwise engaged in the conduct of any activity, whether or not of a business nature, during the Garden Leave Period. Further, if so requested by the Company, the Executive will not: |
21.2.1 | enter or attend the premises of the Company or any other Group Company; or | ||
21.2.2 | contact or have any communication with any customer or client of the Company or any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contact); or | ||
21.2.3 | contact or have any communication with any employee, officer, director, agent or consultant of the Company or any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contact); or | ||
21.2.4 | remain or become involved in any aspect of the business of the Company or any other Group Company except as required by such companies. |
21.3 | The Company may require the Executive: |
21.3.1 | to comply with the provisions of clause 23; and | ||
21.3.2 | to immediately resign from any directorship, trusteeships or other offices which the Executive holds in the Company, any other Group Company or any other company where such directorship or other office is held as a consequence or requirement of the Employment, unless the Executive is required to perform duties to which any such directorship, trusteeship or other office relates in which case the Executive may retain such directorships, trusteeships or other offices while those duties are ongoing. The Executive hereby irrevocably appoints the Company to be the Executives attorney to execute any instrument and do anything in the Executives name and on behalf of the Executive to effect the Executives resignation if the Executive fails to do so in accordance with this clause 21.3.2. |
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21.4 | During the Garden Leave Period, the Executive will be entitled to receive the Executives salary and all contractual benefits in accordance with the terms of this agreement. Any unused vacation accrued at the commencement of the Garden Leave Period and any vacation accrued during any such period will be deemed to be taken by the Executive during the Garden Leave Period. | |
21.5 | At the end of the Garden Leave Period, the Company may, at its sole and absolute discretion, pay the Executive salary in lieu of the balance of any period of notice given by the Company or the Executive (less any deductions the Company is required by law to make). In any event, the Companys payment in lieu of the unexpired period of notice, as well as payment of any base salary attributable to the Garden Leave Period, will be completed within 2.5 months following the later of the end of the calendar year or the Company fiscal year that occurs immediately following the commencement date of the Garden Leave Period. | |
21.6 | During the Garden Leave Period: |
21.6.1 | the Executive shall provide such assistance as the Company or any Group Company may require to effect an orderly handover of the Executives responsibilities to any individual or individuals appointed by the Company or any Group Company to take over the Executives role or responsibilities; | ||
21.6.2 | the Executive shall be available to deal with requests for information, provide assistance, be available for meetings and to advise on matters relating to work (unless the Company has agreed that the Executive may be unavailable for a period); and | ||
21.6.3 | the Company may appoint another person to carry out the Executives duties in substitution for the Executive. |
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21.7 | All duties of the Employment (whether express or implied), including without limitation the Executives duties of fidelity, good faith and exclusive service, shall continue throughout the Garden Leave Period save as expressly varied by this clause 21. The Executive agrees that the exercise by the Company of its rights pursuant to this clause 21 shall not entitle the Executive to claim that the Executive has been constructively dismissed. | |
22. | Termination | |
22.1 | This Agreement and the Executives employment with the Company hereunder may be terminated immediately by the Company without prior notice if the Executive at any time: |
(a) | commits any act of gross misconduct or gross incompetence or other repudiatory breach of contract; or | ||
(b) | without reasonable excuse and with prior written warning, repeats or continues any misconduct or neglect in the discharge of the Executives duties or other breach of contract (not falling within 22.1(a) above); or | ||
(c) | has been adjudicated a bankrupt by a bankruptcy court; or | ||
(d) | is convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board, does not affect the Executives position as an employee of the Company (bearing in mind the nature of the duties in which the Executive is engaged and the capacity in which the Executive is employed); or | ||
(e) | by the Executives actions or omissions, brings the name or reputation of the Company or any Group Company into serious disrepute or prejudices the interests of the business of the Company or any other Group Company. |
Any delay by the Company in exercising such right to termination shall not constitute a waiver thereof. | ||
22.2 | In the event of termination pursuant to clause 22.1, the Company shall not be obliged to make any further payment to the Executive beyond the amount of any remuneration and payment in lieu of outstanding untaken vacation entitlement actually accrued up to and including the date of such termination and the Company shall be entitled to deduct from such remuneration any sums owing to it or to any other Group Company (including but not limited to any advance of a cash float to cover business expenses, any advance of pay, vacation pay relating to vacation taken in excess of accrued entitlement) by the Executive to which deduction the Executive expressly hereby consents. | |
22.3 | In the event of the termination of the Employment of the Executive for whatever reason and whether by notice or in any other manner whatsoever, the Executive agrees that the Executive will not at any time after such termination represent the Executive as still having any connection with the Company or any Group Company save as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements. | |
22.4 | In the event that the Executive is incapacitated by ill health, accident or any other cause from performing the Executives duties under this Agreement for a period of 26 weeks or more (whether consecutive or not) in any continuous period of 2 years, then the Company may terminate this Agreement by giving to the Executive six months notice, in writing |
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expiring at any time (whether or not the Executive remains incapacitated from performing the Executives duties under this Agreement) provided always that the Executive shall receive all benefits lawfully due to the Executive under this Agreement calculated up to the date of termination of employment. | ||
22.5 | As an alternative to serving notice pursuant to clause 1.2 or 22.4 and without prejudice to the provisions of clauses 22.1 and 22.2, the Company may, in its absolute discretion, terminate this Agreement without prior notice and make a payment in lieu of the notice which the Executive would have been entitled during the period of notice of termination equal to the basic salary to which the Executive would have been entitled during the period of notice on the basis that the Executives basic salary would have been at the rate applying at the date of termination (less deductions for income tax and any other deductions the Company is required by law to make). Any payment by the Company in lieu of notice will be made as soon as practicable and, in any event, completed within 2.5 months following the later of the end of the calendar year or the Company fiscal year that occurs immediately following the Companys exercise of its discretion to make such payment in lieu of the unexpired period of notice. | |
22.6 | Once notice has been given, either by the Company or the Executive, the Company may, in its absolute discretion, at any time during such notice terminate this Agreement without prior notice and make a payment in lieu of such unexpired period of notice equal to the basic salary to which the Executive would have been entitled during the unexpired period of notice on the basis that the Executives basic salary would have been at the rate applying at the date of termination (less deductions for income tax and any other deductions the Company is required by law to make). Any payment by the Company in lieu of any unexpired period of notice will be made as soon as practicable and, in any event, completed within 2.5 months following the later of the end of the calendar year or the Company fiscal year that occurs immediately following the Companys exercise of its discretion to make such payment in lieu of the unexpired period of notice. | |
22.7 | The Company may, in its absolute discretion, for any period at any time and/or once notice of termination of employment has been given: |
(a) | exclude the Executive from any premises of the Company and/or of any Group Company; and/or | ||
(b) | require the Executive to carry out specified duties (consistent with the Executives skills, role and experience) or not to perform all or any of the Executives duties; and/or | ||
(c) | require the Executive to resign any directorship or other office of the Company and/or any Group Company which the Executive may hold without claim for compensation for loss of a directorship or other office; and/or | ||
(d) | require the Executive to absent the Executive from any meeting of directors or managers of the Company or any Group Company at which Confidential Information may be disclosed or discussed; |
and the Executive agrees that such action by the Company shall not constitute a breach of this Agreement provided that throughout the period of any such action the Executive continues to receive his salary and contractual benefits (unless and until this Agreement shall be terminated). |
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22.8 | As a condition to making the payments and providing the benefits stated in clause 21.5, or in clauses 22.5 or 22.6, the Company may require the Executive to execute and deliver a general release in which he (i) releases all claims that he may have in respect of his employment against any Group Company and any of their respective past or present officers, directors or employees other than his rights under clauses 21.5, 22.5 and 22.6 of this Agreement or another agreement into which he and the Company subsequently enter and (ii) covenants that he has not filed and will not file any civil action, suit, arbitration, administrative charge, or legal proceeding against any of the released parties in respect of the released claims. | |
23. | Return of Property | |
23.1 | Immediately on request and in any event upon the termination of the Executives employment with the Company for whatsoever cause, the Executive shall immediately deliver up to the Company or its authorised representative any property of the Company or any other Group Company which may be in the Executives possession, custody or under the Executives control, including, without limitation, laptop, mobile telephone, electronic organiser, wireless devices, minutes, memoranda, correspondence, notes, records, reports, sketches, plans or other documents or writing (which shall include information recorded or stored in writing or on magnetic tape or disk or otherwise recorded or stored for reproduction whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) and any copies thereof, whether or not the property was originally supplied to the Executive by the Company or any other Group Company. | |
23.2 | If so requested, the Executive shall provide to the Company a signed statement confirming that the Executive has fully complied with clause 23.1. | |
24. | Disciplinary and Grievance Procedure | |
24.1 | The Executives employment is subject to the disciplinary and grievance rules and procedures of the Company from time to time. The Companys disciplinary and grievance procedures do not form part of the Executives contractual terms and conditions of employment. | |
25. | Data Protection | |
25.1 | The Executive consents to the Company and any other Group Company holding and processing, both electronically and manually, the data it collects in relation to the Executive, in the course of the Executives employment, for the purposes of the Companys administration and management of its employees and its business and for compliance with applicable procedures, laws and regulations and to the transfer, storage and processing by the Company or any other agent of such data outside the United States and any other country in which the Company or any other Group Company has offices. | |
26. | Notices | |
26.1 | Any notice to be given under this Agreement shall be given in writing and may be sent, addressed in the case of the Company to its registered office for the time being and in the case of the Executive to the Executive at the Executives last known place of residence or |
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given personally and any notice given by post shall be deemed to have been served at the expiration of 48 hours after the same was posted. | ||
27. | Assignment | |
27.1 | The benefit of each agreement and obligation of the Executive under this Agreement may be assigned to and enforced by all successors or assigns for the time being carrying on the Business and such agreements and obligations shall operate and remain binding notwithstanding the termination of the employment of the Executive. | |
28. | Law and Jurisdiction | |
28.1 | Georgia law | |
This Agreement shall be governed by, and construed in accordance with, the law of the state of Georgia, USA. | ||
28.2 | Jurisdiction | |
The Executive and the Company irrevocably submit to the exclusive jurisdiction of any state or federal court located in Fulton County, Georgia over any Employment Matter (as defined in clause 33.1) that is not otherwise arbitrated or resolved according to clause 33.1. This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Both the Executive and the Company (i) acknowledge that the forum stated in this clause 28.2 has a reasonable relation to this Agreement and to the relationship between the Executive and the Company and that the submission to the forum will apply even if the forum chooses to apply non-forum law, (ii) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by this clause 28.2 in the forum stated in this clause 28.2, (iii) agree not to commence any such action or proceeding in any forum other than the stated in this clause 28.2 and (iv) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on the Executive and the Company. However, nothing in this Agreement precludes the Executive or the Company from bringing any action or proceeding in any court for the purpose of enforcing the provisions of clause 33.1 and this clause 28.2. | ||
29. | Prior Agreements and other employment-related conditions | |
29.1 | Without prejudice to the terms of the offer letter dated 5 July 2009 from Mr A P Cosslett to the Executive setting out the principal terms of the Executives Employment, such terms being incorporated by reference herein, this Agreement shall be in substitution for any other subsisting offer letter, agreement, service agreement or contract of employment (oral or otherwise) made between the Company and the Executive or between any other Group Company and the Executive and where any inconsistency exists between this Agreement and any other document, the terms of this Agreement shall prevail. | |
29.2 | The Executives employment is subject to the Companys non-contractual rules, policies |
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and procedures which apply for the Executives location. If there is any conflict between the non-contractual rules, policies and procedures from time to time and the Executives contractual terms and conditions, the contractual terms and conditions shall prevail. | ||
29.3 | The Executive warrants and agrees that the Executive is not entering into this Agreement in reliance on any representation not expressly set out in this Agreement. | |
30. | Collective Agreements | |
30.1 | There are no collective agreements currently in force which affect directly or indirectly the terms and conditions of the Executives employment. | |
31. | Severability | |
31.1 | If any provision of this Agreement or of a clause hereof, or of any part of Schedule 1 is determined to be illegal or unenforceable by any court of law or any competent governmental or other authority, but would be valid if part of their wording were deleted, such clause shall be severable and enforceable and will apply with such deletion as may be necessary to make it valid or effective. The parties shall negotiate in good faith to replace any such illegal or unenforceable provisions with suitable substitute provisions which will maintain as far as possible the purposes and the effect of this Agreement. | |
32. | Interpretation | |
32.1 | In this Agreement: | |
Affiliate means, in respect of any company, a company which is its subsidiary, subsidiary undertaking or holding company, or a company which is a subsidiary or subsidiary undertaking of that holding company. | ||
the Board means the Board of Directors of IHG or the Directors present at a duly convened meeting of the Directors at which a quorum is present and acting throughout or a duly authorised committee of the Board. | ||
the Business means (taken together) the business of IHG and the business of any other Group Company with which the Executive is required by the Board under clause 2 to be concerned. | ||
Confidential Information means confidential information (which may include commercially sensitive information) relating to the business of the Company or any Group Company or any of their respective customers or their affairs and which includes but is not limited to Trade Secrets, ideas, inventions, business methods, business practices and processes, finances, prices, costs, financial marketing/development/ manpower plans, strategy documents or intentions, products/product specifications, confidential emails/letters/memos, marketing and promotion of products, packages or offers, names and addresses and other details of suppliers, customers, agents of the Company or any Group Company, computer systems and software, information relating to employees, know-how or other matters connected with the products or services manufactured, |
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marketed, provided or obtained by the Company or any Group Company or their respective customers. | ||
Employment means the employment governed by this agreement; | ||
Group means the Company and any Affiliate of the Company and Group Company shall be construed accordingly. | ||
IHG means InterContinental Hotels Group PLC. | ||
Information means any idea, method or information, which is not an Invention or Work, generated by the Executive either: |
(i) | in the course of the Executives Employment; or | ||
(ii) | outside the course of the Executives Employment but relating to the business, finance or affairs of any Group Company |
Invention means any invention relating to or capable of being used in the business of any Group Company as carried on from time to time. | ||
Month means a calendar month. | ||
Trade Secrets means trade secrets, and information of such a highly confidential nature as to require the same treatment as trade secrets, of IHG or any Group Company or any supplier, customer, or agent of the Company or any Group Company. | ||
Work means any idea; method; discovery; computer programme; semiconductor chip layout; database; drawing; literary work; product, packaging or other design; trade or service mark; logo; domain name or other work (whether registrable or not and whether a copyright work or not) which is not an Invention and which the Executive creates or is involved in creating. |
(i) | in connection with the Executives Employment; or | ||
(ii) | relating to or capable of being used in those aspects of the business of the Group Companies in which the Executive is involved from time to time |
32.2 | In this Agreement, where the context admits: |
(a) | words and phrases the definitions of which are contained or referred to in the UK Companies Act 2006 shall be construed as having the meanings so attributed to them; | ||
(b) | references to any statute or statutory provisions include a reference to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision; | ||
(c) | references to a person include any individual, company, body corporate, corporation sole or aggregate, government, state or agency of a state, firm, partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) and a reference to any of |
21
them shall include a reference to the others; |
(d) | any reference to writing shall include typewriting, printing, lithography, photography, telex, facsimile and the printed out version of a communication by electronic mail and other modes of representing or reproducing words in a legible form; | ||
(e) | words denoting the singular shall include the plural and vice versa; | ||
(f) | the employment of the Executive are references to the employment by the Company whether or not during the continuance of this Agreement; and | ||
(g) | the masculine gender shall be deemed to include the feminine gender. |
32.3 | Headings are inserted for convenience only and shall not affect the construction of this Agreement. | |
32.4 | To the extent any reimbursements or in-kind benefits due to the Executive under this Agreement constitute deferred compensation under section 409A of the Internal Revenue Code of 1986, as amended, any such reimbursements or in-kind benefits are intended to be paid to the Executive in a manner consistent with Treas.Reg. section 1.409A-3(i)(1)(iv). Further, if any payment made as a direct result of this Agreement is deemed to constitute deferred compensation under section 409A and is payable upon separation from service (as defined in section 409A), it is intended that such payment(s) will be delayed for six (6) months if the Executive is a specified employee (as defined in section 409A) at the time of separation from service. The payment of salary in lieu of notice or during any Garden Leave Period under clauses 21 and 22 of this Agreement, is intended to be made within the short-term deferral period exemption under section 409A. Any payments that result from any plan or arrangement that is separately subject to the terms of section 409A will be made in accordance with the applicable terms of such plan or arrangement, except to the extent explicitly modified by this Agreement. | |
33. | Disputes | |
33.1 | Mandatory Arbitration. Subject to the provisions of this clause 33, any controversy or claim between the Executive and the Company arising out of or relating to or concerning this Agreement (including the covenants contained in Schedule 1) or any aspect of his employment with the Company or the termination of that employment (together, an Employment Matter) will be finally settled by arbitration in Fulton County, Georgia administered by the American Arbitration Association (the AAA) under its Employment Arbitration Rules then in effect. However, the AAAs Employment Arbitration Rules will be modified in the following ways: (i) the award must not be a compromise but must be the adoption of the submission by one of the parties, (ii) each arbitrator will agree to treat as confidential evidence and other information presented to them to the same extent as the information is required to be kept confidential under clause 17, (iii) there will be no authority to award punitive damages (and the Executive and the Company agree not to request any such award), (iv) the optional Rules for Emergency Measures of Protections will apply, (v) there will be no authority to amend or modify the terms of this Agreement except as provided in clause 34.3 (and the Executive and the Company agree not to request any such amendment or modification), (vi) an award must be rendered within ten business days of the parties closing statements or submission of post-hearing briefs and (vii) the arbitration will be conducted before a panel of three arbitrators, one selected by |
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the Executive within 10 days of the commencement of the notice of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 30 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association; provided that the arbitrator shall be a partner or former partner at a nationally recognized law firm who is experienced in employment matters). |
33.2 | Injunctions and Enforcement of Arbitration Awards. The Executive or the Company may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in Fulton County, Georgia to enforce any arbitration award under clause 33.1. Also, the Company may bring such an action or proceeding, in addition to its rights under clause 17 and Schedule 1 and whether or not an arbitration proceeding has been or is ever initiated, to temporarily, preliminarily or permanently enforce any part of clause 17 or Schedule 1. The Executive agrees that (i) violating any part of clause 17 or Schedule 1 would cause damage to the Group that cannot be measured or repaired, (ii) the Company therefore is entitled to an injunction, restraining order or other equitable relief restraining any actual or threatened violation of clause 17 or Schedule 1, (iii) no bond will need to be posted for the Company to receive such an injunction, order or other relief and (iv) no proof will be required that monetary damages for violations of clause 17 or Schedule 1 would be difficult to calculate and that remedies at law would be inadequate. | |
33.3 | Waiver of Jury Trial. To the extent permitted by law, the Executive and the Company waive any and all rights to a jury trial with respect to any Employment Matter. | |
34 | Miscellaneous | |
34.1 | This Agreement will be binding on, inure to the benefit of and be enforceable by the parties and their respective heirs, personal representatives, successors and assigns. This Agreement does not confer any rights, remedies, obligations or liabilities to any entity or person other than the parties hereto and their permitted successors and assigns. | |
34.2 | The Company may withhold from any amounts payable under this Agreement any applicable withholding in respect of federal, state, local or Non-US taxes. | |
34.3 | This Agreement may only be modified by the written agreement of the parties. |
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SIGNED by
|
) | ||||||
for and on behalf of
|
) | ||||||
the Company
|
) | ||||||
Signature:
|
|||||||
Name: George Turner
|
16 July 2010 |
SIGNED
|
) | 16 July 2010 | |||||
and DELIVERED
|
) | ||||||
by the Executive |
|||||||
Signature:
|
|||||||
Name: S. Kirk Kinsell
|
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1. | 1.1 In this Schedule 1 the expressions below have the meaning ascribed to them respectively below: | |
Competing Enterprise shall mean (a) any person, corporation, partnership, venture or other entity (entity) which engages either (i) in the business of managing, franchising, running, leasing, owning or joint venturing at least 50 hotels, or (ii) in the business of any online booking agency in respect of hotel rooms (hotel booking) and in the case of (i) and (ii) the entitys shares are publicly traded and such entity has a market capitalisation of not less than one billion pounds sterling (for these purposes market capitalisation shall be the aggregate market value of the ordinary shares of the entity) and (b) any Competitor; | ||
Competitor shall mean any of the following companies and/or any of their holding companies or subsidiaries from time to time: |
(i) | Accor SA | ||
(ii) | Blackstone (doing business as Hilton Hotels) | ||
(iii) | Starwood Hotels & Resorts Worldwide, Inc. | ||
(iv) | Marriott International, Inc. | ||
(v) | Global Hyatt Corporation | ||
(vi) | Choice Hotels International, Inc. | ||
(vii) | Four Seasons Holdings, Inc. |
Garden Leave Period has the meaning given in Clause 21 of the Agreement above; | ||
Key Person shall mean any person who was a band 4 level or above employee of the Company or any other Group Company (including for this purpose any General Manager of any hotel owned or managed by the Company or any other Group Company) and with whom the Executive had material contact or dealings in performing the duties of the Employment at any time during the period of 12 months ending on the Termination Date; | ||
Prohibited Area shall mean North America | ||
Relevant Period shall mean the period of six months beginning with the Termination Date but reduced by one day for each day of a Garden Leave Period; | ||
Restricted Activities shall mean executive, managerial, directorial, administrative, strategic, business development or supervisory responsibilities and activities relating to any or all aspects of hotel ownership, hotel management, hotel franchising, hotel running, hotel leasing, hotel joint-venturing or hotel booking (as defined above); | ||
Termination Date shall mean the date on which the Employment terminates. | ||
1.2 The Executive agrees that during the Relevant Period the Executive will not without the prior written consent of the Company: |
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(i) | become associated with or engage in any Restricted Activities within the Prohibited Area in respect of any Competing Enterprise, whether as officer, director, employee, principal, partner, agent, executive, independent contractor or shareholder (other than as a holder of not in excess of 5% of the outstanding voting shares of any publicly traded company) in competition with any business of the Company or any other Group Company being carried on by the Company or any other Group Company at the Termination Date but excluding (a) any association or engagement which solely relates to Restricted Activities which the Executive had not been involved in to a material extent in the course of the Employment at any time during the period of 12 months ending on the Termination Date, or (b) the Executives employment by a unit of a Competing Enterprise which unit is not itself engaged in hotel ownership, hotel management, hotel franchising, hotel running, hotel leasing, hotel joint-venturing or hotel booking (as defined above), so long as the Executives duties and responsibilities with respect to such employment are limited to the business of such unit, or (c) the Executives employment by an entity which includes a Competing Enterprise where such Competing Enterprise produces revenues that account for less than 5% of the gross revenues of the entity and performing services for such Competing Enterprise is not a material part of the Executives responsibilities; and | ||
(ii) | either on his own behalf or for or with any other person, whether directly or indirectly, solicit or induce or attempt to solicit or induce any Key Person to leave the employ of the Company or any other Group Company whether or not such person would commit any breach of his contract of employment by leaving the service of the Company or any other Group Company; and | ||
(iii) | either on his own behalf or for or with any other person, whether directly or indirectly, interfere with or try to terminate or reduce the level of supplies (whether of products and/or services) by a supplier to the Company or any other Group Company within the Prohibited Area provided the Executive was concerned or involved to a material extent with the supply of products or services by that supplier to the Company or a Group Company in the course of the Employment at any time during the 12 months period ending on the Termination Date. |
1.3 The Executive agrees that each of the paragraphs contained in sub-clause 1.2 of this Schedule 1 constitute an entirely separate and independent covenant on the Executives part and the validity of one paragraph shall not be affected by the validity or unenforceability of another. | ||
1.4 The Executive agrees that the Executive will at the request and cost of the Company enter into a direct agreement or undertaking with any Group Company whereby the Executive will accept restrictions and provisions corresponding to the restrictions and provisions contained in sub-clauses 1.2 of this Schedule 1 (or such of them as may be reasonable and appropriate in the circumstances) in relation to such activities and such areas and for such a period as such company may reasonably require for the protection of its legitimate interests but provided that the duration of such restrictions and provisions are no greater than the Relevant Period. |
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1.5 The Executive agrees that having regard to the facts and matters set out above the restrictive covenants contained in this Schedule 1 are necessary for the protection of the business and confidential information of the Company and other Group Companies. | ||
1.6 The Executive and the Company agree that while the restrictions imposed in this Schedule 1 are considered necessary for the protection of the Company and other Group Companies it is agreed that if any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of the Companys or any Group Companys legitimate interest but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in a particular manner then the said restrictions shall apply with such deletions, restrictions or limitations as the case may be. | ||
1.8 Any termination of the Employment or of this Agreement (or breach of this Agreement by the Executive or the Company) shall have no effect on the continuing operation of this Schedule 1. | ||
1.9 The parties hereto acknowledge that the potential restrictions on the Executives future employment imposed by this Schedule 1 are reasonable in both duration and geographic scope and in all other respects. | ||
1.10 The parties agree that this Agreement would not have been entered into and the benefits described in the Agreement would not have been promised in the absence of the Executives promises under this Schedule 1. |
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1. |
Appointment | 4 | ||||
2. |
Duties and Powers | 5 | ||||
3. |
Mobility | 5 | ||||
4. |
Remuneration | 6 | ||||
5. |
Short Term Incentive Schemes | 6 | ||||
6. |
Long Term Incentive and Share Schemes | 6 | ||||
7. |
Expenses and Gratuities | 6 | ||||
8. |
Professional Subscriptions | 7 | ||||
9. |
Company Car | 7 | ||||
10. |
Holidays | 7 | ||||
11. |
Sickness and Incapacity | 8 | ||||
12. |
Notification of absence | 8 | ||||
13. |
Pension | 9 | ||||
14. |
Private Medical Insurance | 9 | ||||
15. |
Location / Assignment Specific Benefits | 9 | ||||
16. |
Exclusive Service | 9 | ||||
17. |
Inventions, Designs, Copyright and other Intellectual Property | 10 | ||||
18. |
Confidentiality | 12 | ||||
19. |
Restrictive Covenants | 12 | ||||
20. |
Notification of Restrictions | 12 | ||||
21. |
Directorships | 13 | ||||
22. |
Garden Leave | 13 | ||||
23. |
Termination | 15 | ||||
24. |
Return of Property | 17 | ||||
25. |
Disciplinary and Grievance Procedure | 17 | ||||
26. |
Data Protection | 17 | ||||
27. |
Notices | 17 |
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28. |
Assignment | 17 | ||||
29. |
Third Party Rights | 18 | ||||
30. |
Law and jurisdiction | 18 | ||||
31. |
Prior Agreements and other employment-related conditions | 18 | ||||
32. |
Collective Agreements | 18 | ||||
33. |
Severability | 18 | ||||
34. |
Interpretation | 19 | ||||
Schedule 1 | 21 |
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(1) | Six Continents Limited (the Company), registered in England and Wales as company number 913450 and having its registered office at Broadwater Park Denham, Buckinghamshire UB9 5HR; and | |
(2) | Mr. Richard Solomons (the Executive), of [address]. |
1. | Appointment | |
1.1 | The Company employs the Executive and the Executive agrees to serve the Company and any other Group Company or Group Companies as required by the Board or any person authorised by the Board for the purpose, in the capacity of Chief Executive Officer. The Executives reward band is 1. | |
1.2 | This Agreement commences on 1 July 2011 and shall continue (subject to termination as provided for below) unless and until terminated by either party giving to the other not less than the following notice period in writing, expiring at any time: |
a) | notice period from the Company to the Executive: 52 weeks; | ||
b) | notice period from the Executive to the Company: 26 weeks. |
1.3 | The Executives period of continuous employment with the Group commenced on 29 June 1992. | |
1.4 | The Executive warrants that: |
1.4.1 | the Executive is not prevented from performing the Executives duties in accordance with the terms of this agreement by any obligation or duty owed to any other party, whether contractual or otherwise; and | ||
1.4.2 | the Executive is not and has not been subject to any prohibition, censure, criticism or disciplinary sanction by any professional, regulatory or other body or authority which would prevent the Executive from performing any duties under this agreement. |
1.5 | Employment is conditional upon satisfaction of the following conditions, if required by the Company: |
(a) | the Executive undergoing a medical examination with a medical practitioner nominated by the Company, the results of which are satisfactory to the Company; and | ||
(b) | the Executive providing to the Company copies or other verification of all academic, professional or other business qualifications notified to the Company. |
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2. | Duties and Powers | |
2.1 | The Executive shall exercise such powers, perform such duties (if any) and comply with such reasonable and lawful directions in relation to the business of the Company or any other Group Company as the Board or any person authorised by the Board may, from time to time, confer upon or assign or give to him. | |
2.2 | The Executive shall, during the continuance of this Agreement (unless prevented by ill health or accident or as otherwise agreed by the Board in writing), devote substantially the whole of the Executives working time and attention and abilities to the Business and shall use the Executives reasonable endeavours to promote and protect the general interests and welfare of the Company, the Group and any other Group Company to which the Executive may, from time to time, render the Executives services under this Agreement. | |
2.3 | The Executive shall work normal business hours which are 35 hours per week and such additional hours as may be necessary in the performance of the Executives obligations under this Agreement. The nature of the Executives job is such that the Executive is largely able to prioritise tasks, determine the time and effort the Executive devotes to those tasks and when the Executive does them. To the extent the Executive therefore determines the Executives working hours outside normal business hours, the additional hours will not count as working time towards the weekly working time limit of 48 hours on average. No overtime will be paid with respect to any hours worked by the Executive outside normal business hours. | |
2.5 | The Executive will, as soon as reasonably practicable disclose to the Board full details of any wrongdoing by any employee or officer of any Group Company (including the Executive) where that wrongdoing is material to that employees employment by the relevant company or to the interests or reputation of any Group Company. | |
3. | Mobility | |
3.1 | The Executives principal place of work is Broadwater Park Denham, Buckinghamshire, UB9 5HR. The Executives principal place of work may be in such place or places within the United Kingdom as the Company shall reasonably require. Should the Company wish the Executive to relocate outside of the UK such relocation shall be the subject of agreement between the Company and the Executive. | |
3.2 | The Executive may be required to travel both inside and outside the United Kingdom on the business of the Company or any Group Company in the proper performance of the Executives duties from time to time. |
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4. | Remuneration | |
4.1 | The Company shall pay to the Executive a salary at the annual rate of GBP £700,000. Such salary shall be payable not less frequently than every month on a date which will be no later than the last day of the month and shall be deemed to accrue from day to day. Such salary shall include any directors fees payable to the Executive. The Company shall be entitled to procure payment of the salary for administrative reasons by another Group Company. | |
4.2 | The salary payable to the Executive pursuant to clause 4.1 shall be subject to review in accordance with the Companys practice from time to time but there shall be no obligation on the Company to increase such salary. | |
4.3 | The Company shall be entitled at any time to deduct from the Executives remuneration (which includes salary, salary supplement, any bonus, holiday or other pay) any sums owing to it or to any other Group Company (including but not limited to any advance of a cash float to cover business expenses, any advance of pay, holiday pay relating to holiday taken in excess of entitlement) by the Executive to which deduction the Executive expressly hereby consents. | |
5. | Short Term Incentive Schemes | |
5.1 | The Executive will be invited to participate in the Companys or any Group Company (as appropriate) discretionary incentive scheme or schemes, subject to the rules of such relevant scheme(s). Details of the current applicable scheme(s) will be provided to the Executive. Awards are determined in accordance with the rules of the applicable scheme. | |
5.2 | Subject to the Companys obligations in 5.1, the Company reserves the right, in its absolute discretion, to vary the terms and/or any targets and/or level of bonus opportunity and/or bonus payable, under any incentive scheme from time to time in operation. Any bonus paid is not pensionable and is subject to deductions for tax and social security contributions. | |
6. | Long Term Incentive and Share Schemes | |
6.1 | The Executive will be invited to participate in such long term incentive schemes including share option or other share ownership schemes as the Company or the Group may operate from time to time and which are applicable to employees in the Executives reward band, subject to the rules of the relevant scheme(s). Details of any current applicable scheme(s) will be provided to the Executive. Awards are determined in accordance with the rules of the applicable scheme. | |
6.2 | Subject to the Companys obligations in 6.1, the Company reserves the right, in its absolute discretion, to vary the terms of any such scheme or to withdraw any such scheme without providing replacement. Any payment made under this clause is not pensionable and is subject to deductions for tax and social security contributions. | |
7. | Expenses and Gratuities | |
7.1 | In accordance with Company policy the Company shall pay or refund to the Executive all reasonable travelling, entertainment and other similar out of pocket expenses properly and wholly incurred by the Executive in the proper performance of the Executives duties subject to production by the Executive of such evidence of such expenses as the Company may require. If the Executive is provided with a company credit card or charge |
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card, the Executive shall use it only for such expenses as the Executive is entitled under this sub-clause to have reimbursed by the Company. |
7.2 | The Executive shall at all times comply with Company policies in force from time to time regarding acceptance of gifts, gratuities and/or benefits. | |
8. | Professional Subscriptions | |
8.1 | In accordance with and subject to Company policy, and upon prior approval, the Company shall pay for up to two subscriptions to recognised professional bodies where membership of such professional body is directly related to and required in relation to the Executives job from time to time or the Executives normal professional skill. | |
9. | Company Car | |
9.1 | In accordance with and subject to the rules of the Company Car policy for employees in the reward band which applies to the Executive, the Company shall, at its option, either: |
9.2 | A copy of the relevant car policy shall be provided to the Executive and the Executive is required to comply with its rules from time to time. The Company reserves the right, in its reasonable discretion, to vary the rules and/or standard of car and/or level of car allowance available to employees in the Executive reward band which applies to the Executive. | |
10. | Holidays | |
10.1 | The Companys holiday year is 1 January to 31 December (the Holiday Year). | |
10.2 | In addition to public holidays, the Executive shall be entitled to paid holiday in each Holiday Year in accordance with the stated policy for the Executives reward band in the principal place of work, to be taken at times to be agreed with the Company in advance. Subject to clause 10.3, no payment will be made for holidays not taken in the Holiday Year in which they arise although the Executive may carry forward any unused holiday from one Holiday Year to the next, subject to a maximum of 5 days to be carried forward into the following Holiday Year. | |
10.3 | Upon termination of this Agreement the Executive shall be entitled to payment in lieu of any untaken outstanding holiday entitlement in the Holiday Year during which the Executives employment terminates, which entitlement shall accrue on a pro-rata monthly basis. | |
10.4 | Upon termination of the Executives employment under this Agreement, the Company shall be entitled to deduct from any sum owed by the Company to the Executive a sum representing overpayment of salary with respect to holiday which the Executive has taken in excess of the Executives accrued holiday entitlement calculated on a pro-rata monthly basis as at the date of the termination of the Executives employment and the Executive |
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hereby authorises the Company to make such deduction. |
10.5 | The Company shall be entitled to require the Executive to take all or any part of any accrued untaken holiday entitlement during the period of notice to terminate the Executives employment (including, for the avoidance of doubt, during any period of garden leave pursuant to clause 22). | |
11. | Sickness and Incapacity | |
11.1 | When the Executive is absent from work and unable to perform the Executives duties under this Agreement satisfactorily by reason of any injury, illness or other incapacity and subject to compliance with clause 12, the Executive shall be entitled to receive the Executives full salary and other contractual benefits for up to the first 26 weeks of any such absence and thereafter the Executive shall receive half the Executives salary. | |
11.2 | Any salary payable pursuant to this clause shall be inclusive of the amount of any benefit or statutory sick pay to which the Executive may be entitled during the period of such inability under any Social Security scheme or statutory sick pay scheme for the time being in force. | |
11.3 | The Company may submit the Executive to a medical examination by a doctor appointed by the Company, at the expense of the Company, at any time during the continuance of this Agreement, whether or not the Executive is absent by reason of sickness, injury or other incapacity. The Executive consents to the Companys Chairman or General Counsel, from time to time, obtaining a copy of the Executives medical records from the Executives GP or Consultant in circumstances where the Company deems such a step to be required. The Executive further agrees that the Executive shall authorise the medical practitioner and the Companys Chairman or General Counsel to discuss further any matters arising from such medical report, diagnosis or prognosis to the extent relevant to the Executives employment or the performance of the Executives duties and the Company shall disclose the content of all such communications to the Executive. | |
11.4 | If the Executive is absent from work by reason of injuries sustained wholly or partly as a result of actionable negligence, nuisance or breach of any statutory duty on the part of any third party other than the Company or any Group Company, the Executive shall promptly inform the Executives line manager of that fact and the Company in its discretion may require the Executive to take all reasonable steps to recover from such third party or its insurers compensation including sums paid to the Executive by the Company under this clause in respect of such absence. Any such sums (which are paid to the Executive by the Company on that basis) shall in turn be repaid by the Executive if and to the extent that the Executive recovers compensation for loss of earnings from that third party or its insurers by legal action or otherwise less any reasonable costs incurred in recovering any such compensation. | |
12. | Notification of Absence | |
12.1 | If the Executive is unable to come to work for any reason and the Executives absence has not previously been authorised by the Company, the Executive must notify the Company as soon as practicable and in accordance with the stated policy for the Executives reward band in the principal place of work. |
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13. | Pension | |
13.1 | The Company operates various pension schemes. The Executive may be a member of the applicable pension scheme as determined by the Executives start date with the Company and the Executives reward band (the Scheme) at the applicable level and subject to the terms of the trust deed and rules governing the Scheme from time to time, including, without limitation, any powers of alteration and discontinuance. The Executives membership of the Scheme shall be in substitution for, and shall operate to the exclusion of, any agreement or representation whether written or oral in relation to pension entitlement made with or to the Executive by any person on behalf of the Company or any Group Company at any time prior to the date of this Agreement. | |
14. | Private Medical Insurance | |
14.1 | The Executive, the Executives spouse and any dependent unmarried children under age 21 (or 25 if in full time education), as the case may be, will to the extent eligible (as determined by the Executives reward band and any applicable scheme rules), be entitled to participate in and receive benefits under the private medical insurance plan made available by the Company (and any other schemes which the Company may provide from time to time) subject to the rules or insurance policies constituting such schemes from time to time. | |
14.2 | A copy of the relevant private medical insurance plan shall be provided to the Executive and the Executive is required to comply with its rules from time to time. The Company reserves the right, in exercising its discretion reasonably, to vary the plan including, without limitation, withdrawal or suspension. | |
14.3 | In the event that the Executive claims under any insurance scheme referred to in sub-clause 14.1 and such claim is rejected by the insurer, the Company shall not be obliged to issue proceedings in relation to such claim. | |
15. | Location / Assignment Specific Benefits | |
15.1 | In the event that any special terms apply to the Executive, these are as set out in the Executives Offer Letter. | |
16. | Exclusive Service | |
16.1 | The Executive will devote substantially the whole of the Executives working time, attention and skill to the Employment. It is envisaged that the Executive may take up an external non-executive directorship during the Employment, such position to be subject to Board approval. | |
16.2 | At the request of the Company, the Executive will disclose promptly in writing to the Company all the Executives outside business interests (for example, office holdings or directorships). | |
16.3 | Without prejudice to clause 16.1 above, and subject to clause 16.4 below, during the Employment the Executive will not be directly or indirectly engaged or concerned in the conduct of any activity which is similar to or competes with any activity carried on by any Group Company (except as a representative of the Company or with the written consent of the Board) nor make preparations to be engaged or interested either directly or indirectly in any business or occupation which is similar to or competes with any activity carried on by any Group Company. |
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16.4 | The Executive may not without written consent of the Board hold or be interested in investments which amount to more than five percent of the issued investments of any class of any one company whether or not those investments are listed or quoted on any recognised Stock Exchange or dealt in on the Alternative Investments Market. | |
17. | Inventions, Designs, Copyright and other Intellectual Property | |
17.1 | The Executive acknowledges that: |
(i) | the Executive may make Inventions in the course of the Employment, whether in the Executives normal or other specifically assigned duties; and | ||
(ii) | the Executive has a special obligation to further the interests of the Group as a whole and of each Group Company. |
17.2 | If the Executive makes or is involved in making an Invention during the Employment, the Executive will promptly inform the Company. The Executive will give the Company sufficient details of any Invention to allow the Company to assess the Invention and to decide whether the Invention belongs to the Company. The Company will treat any Invention which is notified to it under this clause 17, but which does not belong to the Company, as confidential. |
17.3 | If an Invention belongs to the Company, the Executive will act as a trustee for the Company in relation to that Invention and will, at the request and expense of the Company, do everything necessary to: |
(i) | vest all right, title and interest in the Invention in the Company or its nominee; | ||
(ii) | secure full patent or other appropriate protection for the Invention anywhere in the world; and | ||
(iii) | defend the Companys or its nominees rights in the Invention and assist with enforcement anywhere in the world. |
17.4 | If the Executive creates or is involved in creating any Work during the Employment, the Executive will promptly give the Company full details of it. | |
Work means any idea; method; discovery; computer programme; semiconductor chip layout; database; drawing; literary work; product, packaging or other design; trade or service mark; logo; domain name or other work (whether registrable or not and whether a copyright work or not) which is not an Invention and which the Executive creates or is involved in creating: |
(i) | in connection with the Executives Employment; or | ||
(ii) | relating to or capable of being used in those aspects of the businesses of the Group Companies in which the Executive is involved from time to time. |
17.5 | The Executive will, at the request and expense of the Company, do everything necessary to: |
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(i) | assign to the Company to the extent allowed by law, or will assign, all the Executives right, title and interest in any current or future Work (whether now existing or brought into being in the future); | ||
(ii) | act as a trustee for the Company in relation to all such Works; and | ||
(iii) |
(a) | vest all right, title and interest in any Work in the Company or its nominee; | ||
(b) | secure full registered or unregistered protection for any Work anywhere in the world; and | ||
(c) | defend the Companys or its nominees rights in any Work and assist with enforcement anywhere in the world. |
17.6 | If the Executive generates any Information or is involved in generating any Information during the Employment the Executive will promptly give to the Company full details of it and the Executive acknowledges that such Information belongs to the Company. | |
Information means any idea, method or information, which is not an Invention or Work, generated by the Executive either: |
(i) | in the course of the Executives Employment; or | ||
(ii) | outside the course of the Executives Employment but relating to the business, finance or affairs of any Group Company. |
17.7 | If the Executive becomes aware of any infringement or suspected infringement of any intellectual property right in any Invention, Work or Information the Executive will promptly notify the Company in writing. | |
17.8 | The Executive will not copy, disclose or make use of any Invention, Work or Information without the Companys prior written consent except to comply with this clause 17 or as necessary for the proper performance of the Executives duties. | |
17.9 | The Executive acknowledges that for the purpose of the Copyright and Rights in Databases Regulations 1997 (as from time to time amended, extended or re-enacted) the Company shall be treated as the maker of any such databases, where such database is created by the Executive during the Employment. | |
17.10 | So far as permitted by law the Executive irrevocably waives any rights the Executive may have under Chapter IV (Moral Rights) of Part 1 of the Copyright, Designs and Patents Act 1988 and any foreign corresponding rights in respect of all Works. | |
17.11 | Rights and obligations under this clause 17 will continue after the termination of this Agreement in respect of all Inventions, Works and Information made or obtained during the Employment and will be binding on the personal representatives of the Executive. | |
17.12 | The Executive agrees that the Executive will not by the Executives acts or omissions do anything which would or might prejudice the rights of any Group Company under this clause 17. | |
17.13 | Except as necessary or desirable in the performance of the Executives duties, the Executive will not make copies of any computer files belonging to any Group Company or |
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their service providers and will not introduce any of the Executives own computer files into any computer used by any Group Company. |
18. | Confidentiality | |
18.1 | As Confidential Information will from time to time become known to the Executive, the Company considers and the Executive acknowledges that the following restraints are necessary for the reasonable protection by the Company of its business or the business of the Group, the customers and trade connections thereof or their respective affairs. | |
18.2 | The Executive shall not at any time, either during the continuance of or for a period of five years after the termination of the Executives employment with the Company, use, disclose or communicate to any person whatsoever any Confidential Information or any Trade Secrets of which the Executive has or may have become possessed during the Executives employment with the Company or supply the names or addresses of any clients, customers, suppliers or agents of the Company or any Group Company to any person except in the proper course of the Business or as authorised in writing by the Board or as ordered by a Court of competent jurisdiction or as required to be disclosed by any law, regulation, governmental or other official body. | |
18.3 | The Executive shall not at any time during the continuance of the Executives employment with the Company make, otherwise than for the benefit of the Company or any Group Company, any notes or memoranda relating to any matter within the scope of the Business or concerning any of the dealings or affairs of the Company or any Group Company. | |
18.4 | The Executive shall use the Executives best endeavours during the continuance of the Employment to prevent the publication, disclosure or misuse of any Confidential Information and shall not remove, nor authorise others to remove, from the premises of the Company or of any Group Company any Confidential Information except to the extent strictly necessary for the proper performance of the Executives or the other persons duties to the Company or any Group Company. | |
18.5 | The Executive shall promptly disclose to the Company full details of any knowledge or suspicion the Executive has (whether during or after the Employment) of any actual, threatened or pending publication, disclosure or misuse by any person (including the Executive) of any Confidential Information and shall provide all reasonable assistance and co-operation (at the Companys expense) as the Company may request in connection with any action or proceedings it may take or contemplate in respect of any such publication, disclosure or misuse. | |
18.6 | This clause 18 is without prejudice to the Executives equitable duty of confidence. | |
18.7 | Nothing in this Agreement shall preclude the Executive from making a protected disclosure in accordance with the provisions set out in the Employment Rights Act 1996 which should be made in accordance with the Companys Disclosure Procedure. | |
19. | Restrictive Covenants | |
19.1 | The provisions of Schedule 1 shall take effect as though part of this Agreement. | |
20. | Notification of Restrictions | |
20.1 | The Executive agrees that, in the event of the Executive receiving from any person an |
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21 | Directorships |
21.1 | The Executive shall accept appointment as a director of the Company and of any such Group Company or other company as the Company may reasonably require in connection with the Executives appointment under this Agreement and the Executive shall resign without claim for compensation from office as a director of any such company (other than the Company or IHG) at any time on request by the Company, which resignation shall not affect the continuance in any way of this Agreement. The Executive shall immediately account to the Company for any directors fees or other emoluments, remuneration or payments either receivable or received by the Executive by virtue of the Executives holding office as such director (or waive any right to the same if so required by the Company). | |
21.2 | Upon the termination of the Executives employment with the Company however arising and for whatsoever reason the Executive shall, upon the request of the Board, resign without claim for compensation (but without prejudice to any claim the Executive may have for damages for breach of this Agreement) from: |
(a) | office as a director of the Company or of any Group Company or of any other company in which the Executive holds a directorship at the Companys request; and | ||
(b) | from all offices held by the Executive in any or all of such companies; and | ||
(c) | all trusteeships held by the Executive of any pension scheme or other trusts established by the Company, any Group Company or any other company with whom the Executive has had dealings as a consequence of the Executives employment by the Company. |
21.3 | Should the Executive fail to resign from office as a director or from any other office or trusteeship in accordance with clauses 21.1 or 21.2, either during the Executives employment, when so requested by the Company, or on its termination, the Company is hereby irrevocably authorised to appoint a person in the Executives name and on the Executives behalf to execute any documents and to do all things required to give effect to the resignation. | |
21.4 | Save with the prior agreement in writing of the Company, the Executive shall not, during the continuance of this Agreement, resign from any office as a director of the Company, any Group Company or of any other company in which the Executive holds a directorship at the Companys request or do anything that would cause the Executive to be disqualified from continuing to act as a director. | |
22 | Garden Leave | |
22.1 | At any time after the Executive gives notice to terminate the Employment, the Employer gives notice to terminate the Employment as a result of the Executives breach of contract or gross misconduct, or if the Executive resigns without giving due notice and the Company does not accept the Executives resignation, the Company may, at its absolute |
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discretion, require the Executive to take a period of absence called garden leave (the Garden Leave Period). The Garden Leave Period will be no longer than the applicable notice period. |
22.2 | The Company may require that the Executive will not, without prior written consent of the Board, during the Garden Leave Period: |
22.2.1 | enter or attend the premises of the Company or any other Group Company; or | ||
22.2.2 | contact or have any communication with any customer or client of the Company or any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contact); or | ||
22.2.3 | contact or have any communication with any employee, officer, director, agent or consultant of the Company or any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contact); or | ||
22.2.4 | remain or become involved in any aspect of the business of the Company or any other Group Company except as required by such companies. |
22.3 | During the Garden Leave period the Company may require the Executive: |
22.3.1 | to comply with the provisions of clause 24, save that the Executive will not be required to return the Executives Company car; and | ||
22.3.2 | to immediately resign from any directorship, trusteeships or other offices which the Executive holds in the Company, any other Group Company or any other company where such directorship or other office is held as a consequence or requirement of the Employment, unless the Executive is required to perform duties to which any such directorship, trusteeship or other office relates in which case the Executive may retain such directorships, trusteeships or other offices while those duties are ongoing. The Executive hereby irrevocably appoints the Company to be the Executives attorney to execute any instrument and do anything in the Executives name and on behalf of the Executive to effect the Executives resignation if the Executive fails to do so in accordance with this clause 22.3.2. |
22.4 | During the Garden Leave Period, the Executive will be entitled to receive the Executives salary and all benefits in accordance with the terms of this Agreement. | |
22.5 | At the end of the Garden Leave Period, the Company may, at its sole and absolute discretion, pay the Executive salary in lieu of the balance of any period of notice (less any deductions the Company is required by law to make). | |
22.6 | During the Garden Leave Period: |
22.6.1 | the Executive shall provide such assistance as the Company or any Group Company may require to effect an orderly handover of the Executives responsibilities to any individual or individuals appointed by the Company or any Group Company to take over the Executives role or responsibilities; | ||
22.6.2 | the Executive shall be available to deal with requests for information, provide assistance, be available for meetings and to advise on matters relating to work |
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(unless the Company has agreed that the Executive may be unavailable for a period); and |
22.6.3 | the Company may appoint another person to carry out the Executives duties in substitution for the Executive. |
22.7 | All duties of the Employment (whether express or implied), shall continue throughout the Garden Leave Period (in particular the duty of fidelity) save as expressly varied by this clause 22. The Executive agrees that the exercise by the Company of its rights pursuant to this clause 22 shall not entitle the Executive to claim that the Executive has been constructively dismissed. | |
23 | Termination | |
23.1 | This Agreement and the Executives employment with the Company hereunder may be terminated immediately by the Company without prior notice if the Executive at any time: |
(a) | commits any act of gross misconduct or other repudiatory breach of contract; or | ||
(b) | without reasonable excuse and with prior written warning, repeats or continues any gross misconduct in the discharge of the Executives duties or other breach of contract (not falling within 23.1(a) above); or | ||
(c) | has a bankruptcy order made against the Executive or if the Executive makes any arrangement or composition with the Executives creditors or has an interim order made against the Executive pursuant to Section 252 of the Insolvency Act 1986; or | ||
(d) | is convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board, does not affect the Executives position as an employee of the Company (bearing in mind the nature of the duties in which the Executive is engaged and the capacity in which the Executive is employed); or | ||
(e) | by the Executives actions or omissions, brings the name or reputation of the Company or any Group Company into serious disrepute or prejudices the interests of the business of the Company or any other Group Company. |
Any delay by the Company in exercising such right to termination shall not constitute a waiver thereof. | ||
23.2 | In the event of termination pursuant to clause 23.1, the Company shall not be obliged to make any further payment to the Executive beyond the amount of any remuneration and payment in lieu of outstanding untaken holiday entitlement actually accrued up to and including the date of such termination and the Company shall be entitled to deduct from such remuneration any sums owing to it or to any other Group Company (including but not limited to any advance of a cash float to cover business expenses, any advance of pay, holiday pay relating to holiday taken in excess of accrued entitlement) by the Executive to which deduction the Executive expressly hereby consents. | |
23.3 | In the event of the termination of the Employment of the Executive for whatever reason and whether by notice or in any other manner whatsoever, the Executive agrees that the Executive will not at any time after such termination represent the Executive as still having any connection with the Company or any Group Company save as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements. |
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23.4 | In the event that the Executive is incapacitated by ill health, accident or any other incapacity from performing the Executives duties under this Agreement for a period of 39 weeks or more (whether consecutive or not) in any continuous period of 2 years, then the Company may terminate this Agreement by giving to the Executive six months notice, in writing expiring at any time (whether or not the Executive remains incapacitated from performing the Executives duties under this Agreement) provided always that the Executive shall receive all benefits lawfully due to the Executive under this Agreement calculated up to the effective date of termination of employment and, subject to the Company being satisfied by medical opinion, that the provisions for early retirement due to ill health contained in the InterContinental Hotels Group Executive Pension Plan (the Plan) shall apply (for so long as such provisions remain within the Plan or the Plan remains in existence). | |
23.5 | As an alternative to serving notice pursuant to clause 1.2 or 23.4 (and subject to the early retirement condition at 23.4) and without prejudice to the provisions of clauses 23.1 and 23.2, the Company may, make a payment to the Executive in lieu of notice equal to the basic salary to which the Executive would have been entitled during the period of notice at the rate applying at the date of termination (less deductions for income tax and national insurance contributions and any other deductions the Company is required by law to make). Where the Company uses such discretion, this agreement will terminate upon payment to the Executive of such sum. | |
23.6 | Once notice has been given, either by the Company or the Executive pursuant to clause 1.2 or 23.4, the Company may, in its absolute discretion, at any time during such notice make a payment in lieu of any unexpired period of notice equal to the basic salary to which the Executive would have been entitled during the period of notice at the rate applying at the date of termination (less deductions for income tax and national insurance contributions and any other deductions the Company is required by law to make) and the Agreement will terminate immediately thereafter. | |
23.7 | In the event of termination of the Agreement, all or any payments under any applicable incentive schemes will be calculated and payable in accordance with the rules of the respective schemes. |
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24 | Return of Property | |
24.1 | Immediately on request following notice of termination being served by either the Company or the Executive and in any event upon the termination of the Executives employment with the Company for whatsoever cause, the Executive shall immediately deliver up to the Company or its authorised representative any property of the Company or any other Group Company which may be in the Executives possession, custody or under the Executives control, including, without limitation, the car, the car keys, laptop, mobile telephone, electronic organiser, wireless devices, minutes, memoranda, correspondence, notes, records, reports, sketches, plans or other documents or writing (which shall include information recorded or stored in writing or on magnetic tape or disk or otherwise recorded or stored for reproduction whether by mechanical or electronic means and whether or not such reproduction will result in a permanent record being made) and any copies thereof, whether or not the property was originally supplied to the Executive by the Company or any other Group Company. | |
24.2 | If so requested, the Executive shall provide to the Company a signed statement confirming that the Executive has fully complied with clause 24.1. | |
25 | Disciplinary and Grievance Procedure | |
25.1 | The Executives employment is subject to the disciplinary and grievance rules and procedures of the Company from time to time. The Companys disciplinary and grievance procedures do not form part of the Executives contractual terms and conditions of employment. | |
26 | Data Protection | |
26.1 | The Executive consents to the Company and any other Group Company holding and processing, both electronically and manually, the data it collects in relation to the Executive, in the course of the Executives employment, for the purposes of the Companys administration and management of its employees and its business and for compliance with applicable procedures, laws and regulations and to the transfer, storage and processing by the Company or any other agent of such data outside the European Economic Area, in particular to and in the United States and any other country in which the Company or any other Group Company has offices. | |
27 | Notices | |
27.1 | Any notice to be given under this Agreement shall be given in writing and may be sent, addressed in the case of the Company to its registered office for the time being and in the case of the Executive to the Executive at the Executives last known place of residence or given personally and any notice sent by post shall be deemed to have been served at the expiration of 48 hours after the same was posted. | |
28 | Assignment | |
28.1 | The benefit of each agreement and obligation of the Executive under this Agreement may be assigned to and enforced by all successors or assigns for the time being carrying on the Business and such agreements and obligations shall operate and remain binding notwithstanding the termination of the employment of the Executive. |
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29 | Third Party Rights | |
To the extent permitted by law, no person other than the parties to this agreement and any Group Company shall have the right to enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999. For the avoidance of doubt, save as expressly provided in this clause the application of the Contracts (Rights of Third Parties) Act 1999 is specifically excluded from this agreement, although this does not affect any other right or remedy of any third party which exists or is available other than under this Act. | ||
30 | Law and Jurisdiction | |
30.1 | English law | |
This Agreement shall be governed by, and construed in accordance with, English law. | ||
30.2 | Jurisdiction | |
In relation to any legal action or proceedings arising out of or in connection with this Agreement (Proceedings), each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum. | ||
31 | Prior Agreements and other employment-related conditions | |
31.1 | Without prejudice to the terms of the Offer Letter, such terms being incorporated by reference herein, this Agreement shall be in substitution for any other subsisting offer letter, agreement, service agreement or contract of employment or any amendments thereto (oral or otherwise) made between the Company and the Executive or between any other Group Company and the Executive and where any inconsistency exists between this Agreement and the Offer Letter, the terms of the Offer Letter shall prevail. | |
31.2 | The Executives employment is subject to the Companys non-contractual rules, policies and procedures which apply for the Executives location. If there is any conflict between the non-contractual rules, policies and procedures from time to time and the Executives contractual terms and conditions, the contractual terms and conditions shall prevail. | |
31.3 | The Executive warrants and agrees that the Executive is not entering into this Agreement in reliance on any representation not expressly set out in this Agreement. | |
32 | Collective Agreements | |
32.1 | There are no collective agreements currently in force which affect directly or indirectly the terms and conditions of the Executives employment. | |
33 | Severability | |
33.1 | If any provision of this Agreement or of a clause hereof, or of any part of Schedule 1 is determined to be illegal or unenforceable by any court of law or any competent governmental or other authority, but would be valid if part of their wording were deleted, such clause shall be severable and enforceable and will apply with such deletion as may be necessary to make it valid or effective. The parties shall negotiate in good faith to |
18
34 | Interpretation | |
34.1 | In this Agreement: | |
Affiliate means, in respect of any company, a company which is its subsidiary, subsidiary undertaking or holding company, or a company which is a subsidiary or subsidiary undertaking of that holding company. | ||
the Board means the Board of Directors of IHG or the Directors present at a duly convened meeting of the Directors at which a quorum is present and acting throughout or a duly authorised committee of the Board. | ||
the Business means (taken together) the business of IHG and the business of any other Group Company with which the Executive is required by the Board under clause 2 to be concerned. | ||
Confidential Information means confidential information (which may include commercially sensitive information) relating to the business of the Company or any Group Company or any of their respective customers or their affairs and which includes but is not limited to Trade Secrets, ideas, inventions, business methods, business practices and processes, finances, prices, costs, financial marketing/development/ manpower plans, strategy documents or intentions, products/product specifications, confidential emails/letters/memos, marketing and promotion of products, packages or offers, names and addresses and other details of suppliers, customers, agents of the Company or any Group Company, computer systems and software, information relating to employees, know-how or other matters connected with the products or services manufactured, marketed, provided or obtained by the Company or any Group Company or their respective customers. | ||
Employment means the employment governed by this Agreement; | ||
Group means the Company and any Affiliate of the Company and Group Company shall be construed accordingly. | ||
IHG means InterContinental Hotels Group PLC. | ||
month means a calendar month. | ||
Offer Letter means the letter dated 16 March 2011 from Mr. David Webster setting out the principal terms of the Employment Agreement. | ||
Trade Secrets means trade secrets, and information of such a highly confidential nature as to require the same treatment as trade secrets, of IHG or any Group Company or any supplier, customer, or agent of the Company or any Group Company. | ||
34.3 | In this Agreement, where the context admits: |
19
(a) | words and phrases the definitions of which are contained or referred to in the Companies Act 2006 shall be construed as having the meanings so attributed to them; | ||
(b) | references to any statute or statutory provisions include a reference to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision; | ||
(c) | references to a person include any individual, company, body corporate, corporation sole or aggregate, government, state or agency of a state, firm, partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) and a reference to any of them shall include a reference to the others; | ||
(d) | any reference to writing shall include typewriting, printing, lithography, photography, telex, facsimile and the printed out version of a communication by electronic mail and other modes of representing or reproducing words in a legible form; | ||
(e) | words denoting the singular shall include the plural and vice versa; | ||
(f) | the employment of the Executive are references to the employment by the Company whether or not during the continuance of this Agreement; and | ||
(g) | the masculine gender shall be deemed to include the feminine gender. |
34.4 | Headings are inserted for convenience only and shall not affect the construction of this Agreement. |
SIGNED by for and on behalf of the Company |
) ) ) |
SIGNED by the Executive
|
) |
20
1. | 1.1 In this Schedule 1 the expressions below have the meaning ascribed to them respectively below: | |
Competing Enterprise shall mean (a) any person, corporation, partnership, venture or other entity (entity) which engages either (i) in the business of managing, franchising, running, leasing, owning or joint venturing at least 50 hotels, or (ii) in the business of any online booking agency in respect of hotel rooms (hotel booking) and in the case of (i) and (ii) the entitys shares are publicly traded and such entity has a market capitalisation of not less than one billion pounds sterling (for these purposes market capitalisation shall be the aggregate market value of the ordinary shares of the entity) and (b) any Competitor; | ||
Competitor shall mean any of the following companies and/or any of their holding companies or subsidiaries from time to time (both as defined in the Companies Act 2006): |
(i) | Accor SA | ||
(ii) | Hilton Worldwide | ||
(iii) | Starwood Hotels & Resorts Worldwide, Inc. | ||
(iv) | Marriott International, Inc. | ||
(v) | Global Hyatt Corporation | ||
(vi) | Four Seasons Holdings, Inc. |
(i) | become associated with or engage in any Restricted Activities whether as officer, director, employee, principal, partner, agent, executive, independent contractor or shareholder (other than as a holder of not in excess of 5% of the outstanding voting shares of any publicly traded company) in competition with any business of the Company or any other Group Company being carried on by the Company or any other Group Company at the Termination Date but excluding (a) any association or engagement which solely relates to Restricted Activities which the Executive had not been involved in to a material extent in the course of the Employment at any time during the period of 12 months ending on the Termination Date, |
21
or (b) the Executives employment by a unit of a Competing Enterprise which unit is not itself engaged in hotel ownership, hotel management, hotel franchising, hotel running, hotel leasing, hotel joint-venturing or hotel booking (as defined above), so long as the Executives duties and responsibilities with respect to such employment are limited to the business of such unit, or (c) the Executives employment by an entity which includes a Competing Enterprise where such Competing Enterprise produces revenues that account for less than 5% of the gross revenues of the entity and performing services for such Competing Enterprise is not a material part of the Executives responsibilities; and |
(ii) | either on his own behalf or for or with any other person, whether directly or indirectly, solicit or induce or attempt to solicit or induce any Key Person to leave the employ of the Company or any other Group Company whether or not such person would commit any breach of his contract of employment by leaving the service of the Company or any other Group Company; and | ||
(iii) | either on his own behalf or for or with any other person, whether directly or indirectly, interfere with or try to terminate or reduce the level of supplies (whether of products and/or services) by a supplier to the Company or any other Group Company provided the Executive was concerned or involved to a material extent with the supply of products or services by that supplier to the Company or a Group Company in the course of the Employment at any time during the 12 months period ending on the Termination Date. |
22
Name of Company | Country of Incorporation | |
IHG Management d.o.o. Beograd
|
Serbia | |
111 East 48th Street Holdings LLC
|
Delaware, USA | |
American Commonwealth Assurance Co. Ltd.
|
Bermuda | |
Arabian Hotel Management Co. LLC
|
Oman | |
Asia Pacific Holdings Limited
|
England | |
Avendra LLC
|
Delaware, USA | |
Barclay Operating Corp.
|
New York, USA | |
Beijing Orient Express Hotels Co., Ltd
|
China | |
BHMC Canada Inc.
|
Canada | |
BHR Holdings B.V.
|
The Netherlands | |
BHR Luxembourg S.A.R.L.
|
Luxembourg | |
BHR Overseas (Finance) B.V.
|
The Netherlands | |
BHR Pacific Holdings, Inc.
|
Delaware, USA | |
BHR Services (France) SARL.
|
France | |
BHR US Holdings B.V.
|
The Netherlands | |
BHTC Canada Inc.
|
Canada | |
Bristol Oakbrook Tenant Company
|
Delaware, USA | |
Café Biarritz
|
Texas, USA | |
Carr 625 First Street LLC
|
Virginia, USA | |
Carr 901 N. Fairfax Street LLC
|
Virginia, USA | |
CDC San Francisco LLC
|
Delaware & California, USA | |
China Hotel Investment Ltd
|
Barbados | |
Compañia Inter-Continental De Hoteles El Salvador SA
|
El Salvador | |
Crowne Plaza Amsterdam (Management) BV
|
The Netherlands | |
Crowne Plaza LLC
|
Delaware, USA | |
Edinburgh IC Limited
|
Scotland | |
EMERO BV
|
The Netherlands | |
General Innkeeping Acceptance Corporation
|
Tennessee, USA | |
Gestion Hotelera Gestel, C.A.
|
Venezuela | |
Grand Hotel Inter-Continental Paris SNC
|
France | |
Graviss Hospitality Limited
|
India | |
Guangzhou SC Hotels Services Ltd.
|
China | |
H.I (Burswood) Pty Ltd.
|
Australia | |
H.I (Burswood) Trust
|
Australia | |
H.I. (Ireland) Limited
|
Ireland | |
H.I. Hotels Trust
|
Australia | |
H.I. Mexicana Servicios, SA de CV
|
Mexico | |
H.I. Soaltee Hotel Co. (P) Ltd.
|
Hong Kong | |
H.I. Soaltee Management Company Ltd
|
Hong Kong | |
H.I. Sugarloaf LLC
|
Georgia, USA | |
Hale International Ltd.
|
British Virgin Islands | |
HC International Holdings, Inc.
|
Delaware, USA | |
HH France Holdings SAS
|
France | |
HH Hotels (EMEA) BV
|
The Netherlands | |
HH Hotels (EMEA) BV Egyptian Branch
|
Egypt | |
HH Hotels (EMEA) BV Russian Branch (TotRusUs)
|
Russia | |
HH Hotels (Romania) SRL
|
Romania | |
HIA (T) Pty Ltd.
|
Australia | |
HIM (Aruba) NV
|
Aruba | |
Holiday Hospitality Franchising, Inc.
|
Delaware, USA | |
Holiday Inn Cairns Pty Ltd.
|
Australia | |
Holiday Inn Mexicana S.A.
|
Mexico | |
Holiday Inns (Beijing) Ltd.
|
Hong Kong | |
Holiday Inns (China) Ltd.
|
Hong Kong | |
Holiday Inns (Chongqing), Inc.
|
Tennessee, USA | |
Holiday Inns (Courtalin) Holdings SAS
|
France | |
Holiday Inns (Courtalin) SAS
|
France | |
Holiday Inns (England) Ltd.
|
England | |
Holiday Inns (Germany) LLC
|
Tennessee, USA | |
Holiday Inns (Germany) LLC German Branch
|
Germany | |
Holiday Inns (Guangzhou), Inc.
|
Tennessee, USA | |
Holiday Inns (Jamaica) Inc.
|
Tennessee, USA |
Name of Company | Country of Incorporation | |
Holiday Inns (Jamaica) Inc. Jamaica Branch
|
Jamaica | |
Holiday Inns (Macau) Ltd.
|
Hong Kong | |
Holiday Inns (Malaysia) Ltd.
|
Hong Kong | |
Holiday Inns (Middle East) Ltd Cairo Branch
|
Egypt | |
Holiday Inns (Middle East) Ltd Dubai Branch
|
UAE | |
Holiday Inns (Middle East) Ltd Jordan Branch
|
Jordan | |
Holiday Inns (Middle East) Ltd.
|
Hong Kong | |
Holiday Inns (Philippines), Inc.
|
Tennessee, USA | |
Holiday Inns (Philippines), Inc. Philippines Branch
|
Philippines | |
Holiday Inns (Saudi Arabia), Inc.
|
Tennessee, USA | |
Holiday Inns (Shanghai) Ltd.
|
Hong Kong | |
Holiday Inns (South East Asia) Inc.
|
Tennessee, USA | |
Holiday Inns (South East Asia) Inc. Singapore Branch
|
Singapore | |
Holiday Inns (Thailand) Ltd.
|
Hong Kong | |
Holiday Inns (UK), Inc.
|
Tennessee, USA | |
Holiday Inns (UK), Inc. Malta Branch
|
Malta | |
Holiday Inns (UK), Inc. UK Branch
|
England | |
Holiday Inns Crowne Plaza (Hong Kong), Inc.
|
Tennessee, USA | |
Holiday Inns de Espana S.A.
|
Spain | |
Holiday Inns Holdings (Australia) Pty Ltd.
|
Australia | |
Holiday Inns Inc.
|
Delaware, USA | |
Holiday Inns Investment (Nepal) Ltd.
|
Hong Kong | |
Holiday Inns of America (UK) Ltd.
|
England | |
Holiday Inns of Belgium NV
|
Belgium | |
Holiday Inns of Belgium NV Swedish Branch
|
Sweden | |
Holiday Pacific Equity Corporation
|
Delaware, USA | |
Holiday Pacific LLC
|
Delaware, USA | |
Holiday Pacific Partners, LP
|
Delaware, USA | |
Hospitality Network Corporation
|
Japan | |
Hotel Forum
|
England | |
Hotel Guayana C.A.
|
Venezuela | |
Hotel InterContinental London (Holdings) Limited
|
England | |
Hotel Inter-Continental London Ltd.
|
England | |
Hoteles Estelar de Colombia S.A.
|
Colombia | |
Hoteles Y Turismo HIH Srl
|
Venezuela | |
IC Hotelbetriebsfuhrungs GmbH
|
Austria | |
IC Hotels UK Pension Trust Ltd
|
England | |
IC International Hotels Limited Liability Company
|
Russia | |
IHC Buckhead LLC
|
Georgia, USA | |
IHC Edinburgh (Holdings)
|
England | |
IHC Hopkins (Holdings) Corp.
|
Delaware, USA | |
IHC Hotel Ltd.
|
England | |
IHC Inter-Continental (Holdings) Corp.
|
Delaware, USA | |
IHC London (Holdings)
|
England | |
IHC May Fair (Holdings) Ltd.
|
England | |
IHC May Fair Hotel Ltd.
|
England | |
IHC M-H (Holdings) Corp.
|
Delaware, USA | |
IHC Overseas (U.K.) Ltd.
|
England | |
IHC UK (Holdings) Ltd
|
England | |
IHC United States (Holdings) Corp.
|
New York, USA | |
IHC Willard (Holdings) Corp.
|
Delaware, USA | |
IHG (Australasia) Limited
|
Singapore | |
IHG (Marseille) SAS
|
France | |
IHG (Thailand) Limited
|
Thailand | |
IHG (Victoria Park) Pty Ltd
|
Australia | |
IHG ANA Hotels Group Japan LLC
|
Japan | |
IHG ANA Hotels Holdings Co., Ltd
|
Japan | |
IHG Bangkok Ltd
|
British Virgin Islands | |
IHG Community Development, LLC
|
Georgia, USA | |
IHG Cyprus Limited
|
Cyprus | |
IHG ECS (Barbados) SRL
|
Barbados | |
IHG Franchising Brasil Ltda
|
Brazil | |
IHG Franchising DR Corporation
|
Delaware, USA |
Name of Company | Country of Incorporation | |
IHG Franchising DR Corporation Dominican Republic Branch
|
Delaware, USA | |
IHG Franchising LLC
|
Delaware, USA | |
IHG Hotels (New Zealand) Limited
|
New Zealand | |
IHG Hotels Limited
|
England | |
IHG Hotels Management (Australia) Pty Limited
|
Australia | |
IHG International Partnership
|
England | |
IHG IT Services (India) Private Limited
|
India | |
IHG Japan (Management) LLC
|
Japan | |
IHG Japan (Osaka) LLC
|
Japan | |
IHG Management (Maryland) LLC
|
Maryland, USA | |
IHG Management (Netherlands) B.V.
|
The Netherlands | |
IHG Management (Netherlands) B.V. Indonesia Branch
|
Indonesia | |
IHG PS Nominees Limited
|
England | |
IHG Queenstown Limited
|
New Zealand | |
IHG Systems Pty Ltd
|
Australia | |
IHG Szalloda Budapest Szolgaltato Kft
|
Hungary | |
Illinois Hotels Corp.
|
Delaware, USA | |
IND East Village SD Holdings LLC
|
Delaware & California, USA | |
InterContinental (Branston) 1 Ltd
|
England | |
InterContinental (PB) 1
|
England | |
InterContinental (PB) 2 Limited
|
England | |
InterContinental (PB) 3 Limited
|
England | |
Inter-Continental D.C. Operating Corp.
|
Delaware, USA | |
Inter-Continental Florida Investment Corp.
|
Delaware, USA | |
Inter-Continental Florida Partner Corp.
|
Delaware, USA | |
InterContinental Gestion Hotelera S.L.
|
Spain | |
InterContinental Hong Kong Ltd.
|
Hong Kong | |
Inter-Continental Hospitality Corporation
|
Delaware, USA | |
Inter-Continental Hoteleira Limitada
|
Brazil | |
Inter-Continental Hotels (Montreal) Operating Corp.
|
Quebec, Canada | |
Inter-Continental Hotels (Montreal) Owning Corp.
|
Quebec, Canada | |
Inter-Continental Hotels (Overseas) Ltd.
|
England | |
InterContinental Hotels (Puerto Rico) Inc
|
Puerto Rico | |
Inter-Continental Hotels (Singapore) Pte. Ltd.
|
Singapore | |
Inter-Continental Hotels Corporation
|
Delaware, USA | |
Inter-Continental Hotels Corporation Cairo Branch
|
Egypt | |
Inter-Continental Hotels Corporation Jordan Branch
|
Jordan | |
Inter-Continental Hotels Corporation Malta Branch
|
Malta | |
Inter-Continental Hotels Corporation Philippines Branch
|
Philippines | |
Inter-Continental Hotels Corporation Poland Branch
|
Poland | |
Inter-Continental Hotels Corporation Tel Aviv Branch
|
Israel | |
Inter-Continental Hotels Corporation de Venezuela C.A.
|
Venezuela | |
Intercontinental Hotels Corporation Limited
|
Bermuda | |
Intercontinental Hotels Corporation Limited Kenya Branch
|
Kenya | |
Intercontinental Hotels Corporation Limited Saudi Branch
|
Saudi | |
InterContinental Hotels Employee Share Ownership Trust
|
Jersey | |
InterContinental Hotels Group (Asia Pacific) Pte Ltd
|
Singapore | |
InterContinental Hotels Group (Asia Pacific) Pte Ltd Korean Branch
|
Korea | |
InterContinental Hotels Group (Australia) Pty Limited
|
Australia | |
InterContinental Hotels Group (Canada) Inc.
|
Canada | |
InterContinental Hotels Group (Espana) SA
|
Spain | |
InterContinental Hotels Group (Greater China) Limited
|
Hong Kong | |
InterContinental Hotels Group (Greater China) Limited Maldives branch
|
Maldives | |
InterContinental Hotels Group (India) Pvt. Ltd.
|
India | |
InterContinental Hotels Group (Japan) Inc.
|
Tennessee, USA | |
InterContinental Hotels Group (Japan) Inc. Japan Branch
|
Japan | |
InterContinental Hotels Group (New Zealand) Limited
|
New Zealand | |
InterContinental Hotels Group (Shanghai) Ltd
|
China | |
InterContinental Hotels Group Customer Services Ltd.
|
England | |
InterContinental Hotels Group do Brasil Limitada
|
Brazil | |
InterContinental Hotels Group Finance (CI)
|
Jersey | |
InterContinental Hotels Group Healthcare Trustee Ltd
|
England | |
InterContinental Hotels Group Operating Corp.
|
Delaware, USA |
Name of Company | Country of Incorporation | |
InterContinental Hotels Group PLC
|
England | |
InterContinental Hotels Group Resources Inc
|
Delaware, USA | |
InterContinental Hotels Group Resources Inc Guam Branch
|
Guam | |
InterContinental Hotels Group Services Company
|
England | |
InterContinental Hotels Italia, SrL
|
Italy | |
InterContinental Hotels Limited
|
England | |
Intercontinental Hotels Management GmbH
|
Germany | |
InterContinental Hotels Nevada Corporation
|
Nevada, USA | |
Inter-Continental Hotels of San Francisco Inc.
|
Delaware, USA | |
Inter-Continental Hotels Saudi Arabia Ltd.
|
Saudi Arabia | |
Inter-Continental IOHC (Mauritius) Limited
|
Mauritius | |
Inter-Continental Management (Australia) Pty Limited
|
Australia | |
InterContinental Overseas Holding Corporation
|
Delaware, USA | |
InterContinental Overseas Holding Corporation Bermuda Branch
|
Bermuda | |
InterContinental Overseas Holding Corporation Czech Republic Branch
|
Czech Republic | |
InterContinental Overseas Holding Corporation Egyptian Branch
|
Egypt | |
InterContinental Overseas Holding Corporation Jamaican Branch
|
Jamaica | |
InterContinental Overseas Holding Corporation Kazakhstan Branch
|
Kazakhstan | |
InterContinental Overseas Holding Corporation Slovakia Branch
|
Slovakia | |
InterContinental Overseas Holding Corporation Ukraine Branch
|
Ukraine | |
Inthotel SA
|
Spain | |
Kenya Hotel Properties Ltd.
|
Kenya | |
Kumul Hotels Ltd.
|
Papua New Guinea | |
Lane Field South Hotel Management LLC
|
Delaware, USA | |
Louisiana Acquisitions Corp.
|
Delaware, USA | |
Maya Baiduri Sdn Bhd
|
Malaysia | |
Nuevas Fronteras S.A.
|
Argentina | |
OSPR Pty Ltd.
|
Australia | |
P.T. Jakarta International Hotels & Development
|
Indonesia | |
Panacon
|
Louisiana, USA | |
Pershing Associates
|
District of Columbia, USA | |
PML Services LLC
|
Maryland, USA | |
Pollstrong Limited
|
England | |
Powell Pine, Inc.
|
Delaware, USA | |
President Hotel & Tower Co Ltd.
|
Singapore | |
Priscilla Holiday of Texas, Inc.
|
Delaware, USA | |
PT SC Hotels & Resorts Indonesia
|
Indonesia | |
Resort Services International (Cayo Largo) L.P.
|
Georgia, USA | |
SBS Maryland Beverage Company LLC
|
Maryland, USA | |
SC Cellars Ltd.
|
England | |
SC Hotels International Services, Inc.
|
Delaware, USA | |
SC Leisure Group Ltd.
|
England | |
SC Luxembourg Investments SARL
|
Luxembourg | |
SC NAS 2 Ltd.
|
England | |
SC NAS 3
|
England | |
SC Quest Ltd
|
England | |
SC Racing Gibraltar
|
Gibraltar | |
SC Reservations (Philippines) Inc
|
Tennessee, USA | |
SC Reservations (Philippines) Inc Philippines Branch
|
Phillippines | |
SCH Insurance Company
|
Vermont, USA | |
SCIH Branston 2
|
England | |
SCIH Branston 3
|
England | |
SF MH Acquisition LLC
|
Delaware, USA | |
SFH Associates L.P.
|
California, USA | |
Six Continents Corporate Services
|
England | |
Six Continents Holdings Ltd.
|
England | |
Six Continents Hotels de Colombia SA
|
Colombia | |
Six Continents Hotels International Ltd.
|
England | |
Six Continents Hotels, Inc.
|
Delaware, USA | |
Six Continents International Holdings BV
|
The Netherlands | |
Six Continents Investments Ltd.
|
England | |
Six Continents Limited
|
England | |
Six Continents Overseas Holdings Ltd.
|
England |
Name of Company | Country of Incorporation | |
Six Continents Restaurants Ltd.
|
England | |
SixCo Financing 1
|
England | |
SixCo North America, Inc.
|
Delaware, USA | |
Soaltee Hotel Ltd.
|
Nepal | |
Societe des Grands Hotels du Liban
|
Lebanon | |
Societe des Hotels InterContinental France SNC
|
France | |
Societe Immobiliere Kinoise SZARL
|
Rep of Congo, Zaire | |
Societe Nouvelle du Grand Hotel SA
|
France | |
Southern Pacific Hotel Corporation (BVI) Ltd.
|
British Virgin Islands | |
Southern Pacific Hotels Properties Limited
|
British Virgin Islands | |
SPHC (IP) Pty Ltd.
|
Australia | |
SPHC Group Pty Ltd.
|
Australia | |
SPHC Management Ltd.
|
Papua New Guinea | |
Tahiti Beachcomber SA
|
Tahiti | |
TAK How Investment Limited
|
Hong Kong | |
Tian An Hotels International Limited
|
Hong Kong | |
TLCI Ltd
|
Cook Island | |
Trifaith Investments Ltd.
|
British Virgin Islands | |
Universal de Hoteles SA
|
Colombia | |
White Shield Insurance Company Ltd.
|
Gibraltar | |
Willard Associates
|
District of Columbia, USA | |
World Trade Center Montreal Hotel Corp.
|
Quebec, Ontario | |
Yokohama Grand Intercontinental Hotel Co. Ltd.
|
Japan |
[Signature] [Title] |
/s/ Andrew Cosslett
|
[Signature] [Title] |
/s/ Richard Solomons
|
1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and | |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of InterContinental Hotels Group PLC. |
By: | /s/ Andrew Cosslett | |||||||
Name: | Andrew Cosslett | |||||||
Title: | Chief Executive | |||||||
By: | /s/ Richard Solomons | |||||||
Name: | Richard Solomons | |||||||
Title: | Chief Financial Officer |
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