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Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 05/05/2017

Item 2: Approve the Remuneration Policy. The changes proposed to the Remuneration Policy strengthen the alignment between pay and performance, but the balance between short and long term performance is not adequate.

Item 3: Approve the Remuneration Report. The salary is in line with the index and variable remuneration during the year was not considered excessive. Moreover, accelerated vesting in the event of a change of control is not possible and the quantum is not excessive. Although we regret that the Company retroactively applied a new guest satisfaction methodology as part of its bonus payout, it only accounts for 20% of the award, and EBIT, which accounts for 70%, appears to be aligned with performance. As for the LTIP, the RevPAR and Net room growth criteria appear to be challenging given historical vesting rates.

Item 9: Approve the Share Consolidation. The share consolidation will be conducted on the basis of 6 new ordinary shares for every 5 existing ordinary shares. This amounts to a special dividend of $2.025 per ordinary share. The consolidation is intended to maintain comparability, as far as possible, of the Company's share price before and after the payment. Since IHG de-merged from Six Continents PLC back in 2003, it has returned almost $12 billion to investors, not including the proposed authorization. Most of these returns to shareholders were in the form of repurchases and special dividends. The ordinary dividend was a relatively small contributor. From a financial perspective, the Company seems to be able to finance these payments comfortably, thanks to asset disposals. However, high returns to shareholders of this kind benefit short term investors, such as the hedge funds that have been putting pressure on the company to adapt its strategy to a more competitive landscape. However, it is not clear that this is a good strategy for shareholders in general.

Underlying
InterContinental Hotels Group PLC

InterContinental Hotels Group is a hotel companies. Co.'s hotel brands are InterContinental Hotels & Resorts, Kimpton Hotels & Restaurants, Hualuxe Hotels & Resorts, Hotel Indigo, EVEN Hotels, Crowne Plaza Hotels & Resorts, Holiday Inn, Holiday Inn Express, Staybridge Suites, Holiday Inn Club Vacations, Holiday Inn Resorts, Candlewood Suites, and Avid Hotels. As of Mar 2 2017, Co.'s had total hotels of 5,348 with 4,433 franchised, 907 managed, eight owned and leased hotels, and 1,655 total hotels in the pipeline.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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